8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 7, 2007

Date of Report (Date of earliest event reported)

HLTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 7.01. Regulation FD Disclosure
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE, DATED NOVEMBER 7, 2007
EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1
EX-99.3 FINANCIAL GUIDANCE SUMMARY ACCOMPANYING EXHIBIT 99.1
EX-99.4 ANNEX A TO EXHIBITS 99.1 THROUGH 99.3

     All statements contained in this Current Report or in the exhibits furnished with this Current Report, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue; planning for a potential transaction (the “Potential WHC Transaction”) that could allow HLTH Corporation’s stockholders to have a more direct investment in WebMD Health Corp. (“WHC”); and explorations of potential sales transactions with respect to ViPS, Porex and HLTH’s 48% interest in EBS Master LLC (the “Potential Sales Transactions”). These statements speak only as of the date of this Current Report and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; length of sales and implementation cycles for our products and services; our relationships with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. In addition, there can be no assurances regarding: whether HLTH and WHC will proceed with the Potential WHC Transaction or any other transaction relating to HLTH’s ownership interest in WHC or as to the timing or terms of any such transaction; or whether HLTH will proceed with some or all of the Potential Sales Transactions or as to the timing or terms of any such transactions. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

Item 2.02. Results of Operations and Financial Condition

     On November 7, 2007, we issued a press release announcing our results for the quarter ended Septemer 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied the press release. Exhibit 99.4 to this Current Report contains an Annex to the press release entitled “Explanation of Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall any of those exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

     On November 7, 2007, WebMD Health Corp. (which we refer to as WHC) issued a press release announcing its results for the quarter ended September 30, 2007. The Registrant owns approximately 84% of the outstanding Common Stock of WHC. A copy of the press release issued by WHC is incorporated by reference, as Exhibit 99.5 hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed today by WHC. A copy of the financial tables that accompanied the WHC press release are incorporated by reference, as Exhibit 99.6 hereto, from Exhibit 99.2 to the Current Report on Form 8-K filed today by WHC. A copy of Annex A to the WHC press release, entitled “Explanation of Non-GAAP Financial Measures,” is incorporated by reference, as Exhibit 99.8 hereto, from Exhibit 99.4 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.5, 99.6 and 99.8 to this Current Report are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall any of those Exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

Item 7.01. Regulation FD Disclosure

     Exhibit 99.3 to this Current Report includes forward-looking financial information that accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced conference call with investors and analysts to be held by HLTH and WHC at 4:45 p.m., Eastern time, today (November 7, 2007). The call can be accessed at www.hlth.com (in the “Investor Relations” section) or at www.wbmd.com (in the “Investor Relations” section) at that time. A replay of the call will be available at the same web addresses. In addition, a copy of certain forward-looking financial information that accompanied Exhibit 99.5 and is expected to be discussed on that conference call is incorporated by reference, as Exhibit 99.7 hereto, from Exhibit 99.3 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.3 and 99.7 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall either of them be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

     On November 7, 2007, HLTH, which owns approximately 84% of the outstanding Common Stock of WHC, provided an update on its preparations for proposing a transaction that would allow HLTH’s stockholders to participate more directly in the ownership of WHC stock. In that regard, the WHC Board of Directors has formed a special committee, consisting of certain non-management members of WHC’s Board who do not serve on HLTH’s Board of Directors, to evaluate and negotiate any potential transaction with HLTH. The Special Committee has retained independent financial advisors and legal counsel. There can be no assurance that any such transaction will be agreed upon or ultimately consummated.

     The potential transaction that HLTH is planning to propose to the Special Committee would involve the merger of HLTH into WHC for a combination of cash and WHC Common Stock. HLTH expects the merger consideration to reflect, among other factors, an evaluation of the realizable values of the assets and liabilities of HLTH, other than its ownership of WHC. HLTH expects that shares of WHC Common Stock would constitute up to 50% of the merger consideration and their receipt would be tax free to HLTH stockholders. HLTH expects that the cash necessary to consummate the transaction would come from cash and cash equivalents on hand at HLTH and WHC and from the proceeds of the sales by HLTH of its ViPS and Porex subsidiaries and possibly its 48% interest in EBS Master LLC. HLTH has received unsolicited preliminary indications of interest for each of these assets and intends to explore potential sales transactions. However, there can be no assurance that such exploration will result in any definitive agreement or transaction.

     WHC stockholders, other than HLTH, would continue to own their shares of WHC Class A Common Stock following the potential transaction, but would no longer be minority stockholders of a controlled company and the shares of WHC Class B Common Stock currently owned by HLTH would be retired. In addition, as a result of the transaction, the public float of WHC Common Stock would be dramatically increased. However, HLTH anticipates that the total number of outstanding shares of WHC Common Stock would be reduced in the transaction.

3

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits. The following exhibits are furnished herewith:

99.1	Press Release, dated November 7, 2007, regarding the Registrant’s results for the quarter ended September 30, 2007
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3
99.5	Press Release, dated November 7, 2007, regarding WebMD Health Corp.’s results for the quarter ended September 30, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.6	Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.7	WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.8	Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)

4

SIGNATURE

     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.

	HLTH CORPORATION
Dated: November 7, 2007	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

5

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated November 7, 2007, regarding the Registrant’s results for the quarter ended September 30, 2007
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3
99.5	Press Release, dated November 7, 2007, regarding WebMD Health Corp.’s results for the quarter ended September 30, 2007 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.6	Financial Tables accompanying Exhibit 99.5 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.7	WebMD Health Corp. Financial Guidance Summary (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)
99.8	Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health Corp. on November 7, 2007)

6

EX-99.1

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@hlth.com	jnewman@hlth.com
201-414-2002	212-624-3912

HLTH CORPORATION ANNOUNCES THIRD QUARTER FINANCIAL RESULTS

HLTH CORPORATION SETS FORTH OUTLINE OF A POTENTIAL TRANSACTION TO MODIFY CORPORATE STRUCTURE

ELMWOOD PARK, NJ (November 7, 2007) — HLTH Corporation (Nasdaq: HLTH) today announced financial results for the three months ended September 30, 2007.

Kevin Cameron, Chief Executive Officer of HLTH Corporation, said: “WebMD’s growth for the quarter was strong as it continued to consolidate its leadership as the most recognized and utilized brand of health information and better position itself for sustainable growth in the future.” He continued, “As previously announced, we continue to move forward on structuring a transaction that would allow HLTH shareholders to participate more directly in the ownership of WebMD stock.”

Consolidated Financial Highlights

Revenue for the third quarter was $133.3 million. Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) for the third quarter was $29.3 million or $0.16 per share. Income from continuing operations for the third quarter was $16.1 million or $0.08 per share. Net income for the September 2007 quarter was $16.6 million or $0.09 per share.

The Company’s consolidated results are not comparable to the respective prior year periods. On November 16, 2006, HLTH Corporation completed the sale of a 52% interest in its Emdeon Business Services segment (excluding the ViPS business) to an affiliate of General Atlantic LLC. The Company’s 48% portion of EBS’ income is reflected in the line item “Equity in earnings of EBS Master LLC” for the September 2007 quarter. For the prior year period, the results of Emdeon Business Services are included in the Company’s consolidated revenues and earnings. As a result, the Company’s consolidated results will not be comparable to prior year periods until after the anniversary of the transaction is reached.

As of September 30, 2007, HLTH Corporation had approximately $784 million in cash and short-term investments on a consolidated basis, including $278 million in cash and short-term investments held by WebMD Health Corp., its 84% owned subsidiary.

Segment Operating Results

WebMD segment revenue was $87.2 million for the third quarter compared to $66.6 million in the prior year period, an increase of 31%, driven by continued growth in online services. Segment Adjusted

EBITDA was $24.1 million compared to $14.6 million in the prior year period, an increase of 65% over the prior year, primarily as a result of the increase in revenues.

ViPS segment revenue was $24.3 million for the third quarter compared to $24.8 million in the prior year period, a decrease of 2%, primarily due to a decrease in professional consulting services provided to governmental agencies. Segment Adjusted EBITDA was $4.8 million, down from $5.3 million a year ago. Operating margins decreased to 19.8%. As previously disclosed, third quarter revenue and Adjusted EBITDA were impacted by the unexpected cancellation of one contract caused by an unrelated government contractor’s failure to meet certain deadlines.

Porex segment revenue was $21.9 million for the third quarter compared to $21.3 million in the prior year period, an increase of 3%. The increase was primarily attributable to strength in sales of surgical products and the impact of favorable foreign currency exchange rates. Segment Adjusted EBITDA was $6.4 million compared to $6.1 million in the prior year period, an increase of 5%. Operating margins increased to 29.5% from 28.8% in the year ago period, primarily due to the higher revenue as well as lower direct manufacturing costs relating to the mix of products produced.

Investment in Emdeon Business Services

Revenue for Emdeon Business Services (which is not a segment and is not included in the Company’s consolidated revenue) was a record $203.0 million for the third quarter. Emdeon Business Services continues to generate strong year over year growth. HLTH recorded $8.0 million of Equity in earnings of EBS Master LLC in the September 2007 quarter, reflecting its 48% portion of the income of that entity.

HLTH Sets Forth Outline of a Potential Transaction to Modify Corporate Structure

At the Company’s Annual Meeting of Stockholders in September, the Company indicated that it was evaluating potential transactions that would allow HLTH’s stockholders to participate more directly in the ownership of WebMD Health Corp. stock. Today HLTH provided an update on its preparations for proposing a transaction.

The Board of Directors of WebMD has formed a special committee, consisting of certain non-management members of WebMD’s Board who do not serve on HLTH’s Board of Directors, to evaluate and negotiate any potential transaction with HLTH. The Special Committee has retained independent financial advisors and legal counsel. There can be no assurance that any such transaction will be agreed upon or ultimately consummated.

The potential transaction that HLTH expects to propose to the Special Committee of WebMD would involve the merger of HLTH into WebMD for a combination of cash and WebMD Common Stock. HLTH expects the merger consideration to reflect, among other factors, an evaluation of the realizable values of the assets and liabilities of HLTH, other than its ownership of WebMD. HLTH expects that WebMD shares would constitute up to 50% of the merger consideration and their receipt would be tax free to HLTH shareholders. HLTH expects that the cash necessary to consummate the transaction would come from cash and cash equivalents on hand and from the proceeds of the sales by HLTH of its ViPS and Porex subsidiaries and its 48% interest in Emdeon Business Services. HLTH has received unsolicited, preliminary indications of interest for each of these assets and intends to explore potential sales transactions. There can be no assurance that such exploration will result in any definitive agreement or transaction.

WebMD stockholders, other than HLTH, would continue to own their shares of WebMD Class A Common Stock following the potential transaction, but would no longer be minority stockholders of a controlled company and the shares of WebMD Class B Common Stock currently owned by HLTH would be retired. In addition, as a result of the transaction, the WebMD public float would be dramatically increased. HLTH anticipates that the total number of outstanding shares of WebMD Common Stock would be reduced in the transaction.

Financial Guidance

HLTH’s fourth quarter 2007 guidance is being updated as follows:

• Revenue guidance range of $140.9 to $145.9 million

• Adjusted EBITDA guidance range of $36.0 to $39.2 million

• Income from continuing operations of $16.7 to $20.0 million

Changes to fourth quarter guidance primarily reflect the impact of lower than expected revenue at WebMD.

A schedule outlining HLTH Corporation’s updated financial guidance for 2007 is attached to this press release. HLTH is not providing financial guidance for 2008 at this time.

Analyst and Investor Conference Call

As previously announced, HLTH Corporation and WebMD Health Corp. will host a conference call at 4:45 pm (ET) on November 7, 2007 to discuss their respective third quarter results. Investors can access the call via webcast at www.hlth.com (in the Investor Relations section). A replay of the call will be available at the same web address.

About HLTH Corporation

HLTH Corporation’s (Nasdaq: HLTH) businesses are comprised of WebMD Health Corp, (Nasdaq: WBMD), ViPS and Porex. WebMD provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. ViPS provides healthcare data management, analytics, decision-support and process automation solutions and related information technology services to governmental, Blue Cross Blue Shield and commercial healthcare payers. ViPS’ solutions and services help its clients improve patient outcomes, increase customer satisfaction and reduce costs. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications. In addition, HLTH Corporation owns a 48% minority interest in Emdeon Business Services, which provides solutions that automate key business and administrative functions for healthcare payers and providers.

*****************************

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue; planning for a potential transaction (the “Potential WebMD Transaction”) that could allow HLTH Corporation’s stockholders to have a more direct investment in WebMD Health Corp. (“WebMD”); and explorations of potential sales transactions with respect to ViPS, Porex and HLTH’s 48% interest in EBS Master LLC (the “Potential Sales Transactions”). These statements speak only as of the date of this Current Report and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; length of sales and implementation cycles for our products and services; our relationships with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. In addition, there can be no assurances regarding: whether HLTH and WebMD will proceed with the Potential WebMD Transaction or any other transaction relating to HLTH’s ownership interest in WebMD or as to the timing or terms of any such transaction; or whether HLTH will proceed with some or all of the Potential Sales Transactions or as to the timing or terms of any such transactions. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

*****************************

This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as certain non-GAAP financial measures. The tables attached to this press release include reconciliations of these non-GAAP financial measures to GAAP financial measures. In addition, an “Explanation of Non-GAAP Financial Measures” is attached to this press release as Annex A.

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WebMD^®, WebMD Health^®, POREX^® and ViPS^SM are trademarks of HLTH Corporation or its subsidiaries.

Emdeon^tm and Emdeon Business Services^tm are trademarks of Emdeon Business Services, LLC or its subsidiaries.

-Tables Follow-

EX-99.2

Exhibit 99.2

HLTH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2007		2006			2007			2006
			(Restated)						(Restated)
Revenue:
Services	$	108,804	$	274,158		$	308,876		$	792,509
Products		24,504		25,574			75,751			76,048
Total revenue		133,308		299,732			384,627			868,557
Cost of operations:
Services		43,737		158,967			132,380			472,951
Products		9,603		10,743			30,290			32,974
Total cost of operations		53,340		169,710			162,670			505,925
Development and engineering		4,209		9,243			13,550			27,164
Sales, marketing, general and administrative		57,352		74,390			176,091			216,603
Depreciation and amortization		11,826		18,189			34,231			51,964
Legal expense		373		1,023			1,164			1,840
Interest income		10,864		6,599			30,638			15,450
Interest expense		4,573		4,723			13,909			14,082
Transition services income, net		985		340			4,909			340
Other income (expense)		377		(2,126	)		1,522			(4,198	)
Income from continuing operations before income tax provision		13,861		27,267			20,081			62,571
Income tax provision		3,935		4,779			6,956			15,123
Minority interest in WHC income (loss)		1,800		69			2,758			(524	)
Equity in earnings of EBS Master LLC		8,005		—			22,679			—
Income from continuing operations		16,131		22,419			33,046			47,972
Income (loss) from discontinued operations, net of tax		440		358,048			(56,236	)		370,171
Net income (loss)	$	16,571	$	380,467		$	(23,190	)	$	418,143
Basic income (loss) per common share:
Income from continuing operations	$	0.09	$	0.08		$	0.19		$	0.17
Income (loss) from discontinued operations		0.00		1.24			(0.32	)		1.29
Net income (loss)	$	0.09	$	1.32		$	(0.13	)	$	1.46
Diluted income (loss) per common share:
Income from continuing operations	$	0.08	$	0.07		$	0.17		$	0.16
Income (loss) from discontinued operations		0.01		1.20			(0.30	)		1.25
Net income (loss)	$	0.09	$	1.27		$	(0.13	)	$	1.41
Weighted-average shares outstanding used in computing income (loss) per common share:
Basic		179,811		287,967			178,681			286,749
Diluted		188,071		300,012			188,486			297,409

HLTH CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
				(Restated)						(Restated)
Revenue
Emdeon Business Services	$	—		$	187,266		$	—		$	557,975
WebMD		87,198			66,645			238,639			173,308
ViPS		24,307			24,843			76,851			73,524
Porex		21,867			21,298			69,579			64,544
Inter-segment eliminations		(64	)		(320	)		(442	)		(794	)
	$	133,308		$	299,732		$	384,627		$	868,557
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”)
Emdeon Business Services	$	—		$	44,547		$	—		$	127,519
WebMD		24,077			14,633			51,839			30,759
ViPS		4,809			5,302			14,743			15,517
Porex		6,445			6,133			20,262			18,732
Corporate		(6,053	)		(11,000	)		(19,267	)		(33,633	)
	$	29,278		$	59,615		$	67,577		$	158,894
Adjusted EBITDA per diluted common share (a)	$	0.16		$	0.20		$	0.36		$	0.53
Interest, taxes, non-cash and other items (b)
Depreciation and amortization	$	(11,826	)	$	(18,189	)	$	(34,231	)	$	(51,964	)
Non-cash stock-based compensation		(9,717	)		(11,226	)		(27,863	)		(35,235	)
Non-cash advertising		(169	)		(1,660	)		(2,489	)		(4,454	)
Legal expense		(373	)		(1,023	)		(1,164	)		(1,840	)
Interest income		10,864			6,599			30,638			15,450
Interest expense		(4,573	)		(4,723	)		(13,909	)		(14,082	)
Income tax provision		(3,935	)		(4,779	)		(6,956	)		(15,123	)
Minority interest in WHC (income) loss		(1,800	)		(69	)		(2,758	)		524
Equity in earnings of EBS Master LLC		8,005			—			22,679			—
Other income (expense)		377			(2,126	)		1,522			(4,198	)
Income from continuing operations		16,131			22,419			33,046			47,972
Income (loss) from discontinued operations, net of tax		440			358,048			(56,236	)		370,171
Net income (loss)	$	16,571		$	380,467		$	(23,190	)	$	418,143
Basic income (loss) per common share:
Income from continuing operations	$	0.09		$	0.08		$	0.19		$	0.17
Income (loss) from discontinued operations		0.00			1.24			(0.32	)		1.29
Net income (loss)	$	0.09		$	1.32		$	(0.13	)	$	1.46
Diluted income (loss) per common share:
Income from continuing operations	$	0.08		$	0.07		$	0.17		$	0.16
Income (loss) from discontinued operations		0.01			1.20			(0.30	)		1.25
Net income (loss)	$	0.09		$	1.27		$	(0.13	)	$	1.41
Weighted-average shares outstanding used in computing income (loss) per common share:
Basic		179,811			287,967			178,681			286,749
Diluted		188,071			300,012			188,486			297,409

(a)	Adjusted EBITDA per diluted common share is based on the weighted-average shares outstanding used in computing diluted income (loss) per common share.
(b)	Reconciliation of Adjusted EBITDA to net income (loss) (see Annex A — Explanation of Non-GAAP Financial Measures).

HLTH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

	September 30, 2007		December 31, 2006
Assets
Cash and cash equivalents	$	412,330	$	614,691
Short-term investments		372,128		34,140
Accounts receivable, net		104,014		121,608
Inventory		10,199		9,922
Due from EBS Master LLC		95		30,716
Prepaid expenses and other current assets		54,804		31,871
Total current assets		953,570		842,948
Marketable equity securities		2,634		2,633
Property and equipment, net		74,644		72,040
Goodwill		332,689		337,669
Intangible assets, net		115,083		129,473
Investment in EBS Master LLC		23,169		1,521
Other assets		36,203		65,659
Total Assets	$	1,537,992	$	1,451,943
Liabilities and Stockholders’ Equity
Accounts payable	$	2,815	$	3,996
Accrued expenses		56,483		113,175
Deferred revenue		91,837		87,438
Liabilities of discontinued operations		48,434		—
Total current liabilities		199,569		204,609
Convertible notes		650,000		650,000
Other long-term liabilities		33,881		24,179
Minority interest in WebMD Health Corp. (WHC)		119,785		101,860
Convertible redeemable exchangeable preferred stock		—		98,768
Stockholders’ equity		534,757		372,527
Total Liabilities and Stockholders’ Equity	$	1,537,992	$	1,451,943

HLTH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

	Nine Months Ended
	September 30,
	2007			2006
				(Restated)
Cash flows from operating activities:
Net (loss) income	$	(23,190	)	$	418,143
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Loss (income) from discontinued operations, net of tax		56,236			(370,171	)
Depreciation and amortization		34,231			51,964
Minority interest in WHC income (loss)		2,758			(524	)
Equity in earnings of EBS Master LLC		(22,679	)		—
Amortization of debt issuance costs		2,179			2,190
Non-cash advertising		2,489			4,454
Non-cash stock-based compensation		27,863			35,235
Deferred income taxes		2,345			3,041
EBS working capital adjustment		(399	)		—
Reversal of income tax valuation allowance applied to goodwill		1,676			5,307
Changes in operating assets and liabilities:
Accounts receivable		18,042			(18,760	)
Inventory		(88	)		601
Prepaid expenses and other, net		(1,783	)		(9,701	)
Accounts payable		(1,181	)		825
Accrued expenses and other long-term liabilities		(46,333	)		3,284
Deferred revenue		4,399			9,926
Net cash provided by continuing operations		56,565			135,814
Net cash (used in) provided by discontinued operations		(9,339	)		25,985
Net cash provided by operating activities		47,226			161,799
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		356,492			831,145
Purchases of available-for-sale securities		(694,522	)		(632,955	)
Purchases of property and equipment		(18,112	)		(38,231	)
Cash paid in business combinations, net of cash acquired		(100	)		(119,635	)
Proceeds from the sale of EBS, net		2,898			—
Proceeds from advances to EBS Master LLC		19,921			—
Proceeds from the sale of discontinued operations		11,667			524,245
Other changes in equity of discontinued operations		—			28,279
Net cash (used in) provided by continuing operations		(321,756	)		592,848
Net cash used in discontinued operations		—			(26,010	)
Net cash (used in) provided by investing activities		(321,756	)		566,838
Cash flows from financing activities:
Proceeds from issuance of HLTH and WHC common stock		114,077			62,768
Tax benefit on stock-based awards		4,318			—
Purchases of treasury stock under repurchase program		(47,120	)		(71,843	)
Payments of notes payable and other		(148	)		(359	)
Net cash provided by (used in) financing activities		71,127			(9,434	)
Effect of exchange rates on cash		1,042			616
Net (decrease) increase in cash and cash equivalents		(202,361	)		719,819
Change in cash of discontinued operations		—			25
Cash and cash equivalents at beginning of period		614,691			155,616
Cash and cash equivalents at end of period	$	412,330		$	875,460

EX-99.3

Exhibit 99.3

2007 Consolidated Financial Guidance Summary
(in millions, except per share data)

	Nine Months Ended			Three Months Ended						Year Ended
	September 30, 2007			December 31, 2007						December 31, 2007
				Range						Range
WebMD	$	238.6		$	94.0		$	98.0		$	332.6		$	336.6
ViPS		76.9			25.5			26.0			102.4			102.9
Porex		69.5			21.5			22.0			91.0			91.5
Inter-segment eliminations		(0.4	)		(0.1	)		(0.1	)		(0.5	)		(0.5	)
Total revenue	$	384.6		$	140.9		$	145.9		$	525.5		$	530.5
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	67.6		$	36.0		$	39.2		$	103.6		$	106.8
Reconciliation of Adjusted EBITDA to income from continuing operations:
Interest income, net	$	16.7		$	5.7		$	5.9		$	22.4		$	22.6
Depreciation and amortization		(34.2	)		(12.2	)		(12.0	)		(46.4	)		(46.2	)
Non-cash advertising		(2.5	)		(3.2	)		(3.0	)		(5.7	)		(5.5	)
Non-cash stock-based compensation		(27.9	)		(7.9	)		(7.6	)		(35.8	)		(35.5	)
Income tax provision (c)		(7.0	)		(5.6	)		(5.9	)		(12.6	)		(12.9	)
Equity in earnings of EBS Master LLC		22.7			6.3			6.3			29.0			29.0
Minority interest in WHC income		(2.8	)		(2.4	)		(2.9	)		(5.2	)		(5.7	)
Legal expense (b)		(1.1	)		—			—			(1.1	)		(1.1	)
Other income (b)		1.5			—			—			1.5			1.5
Income from continuing operations	$	33.0		$	16.7		$	20.0		$	49.7		$	53.0
Adjusted EBITDA per share	$	0.36		$	0.19		$	0.21		$	0.55		$	0.56
Income from continuing operations per share	$	0.17		$	0.09		$	0.11		$	0.26		$	0.28
Weighted average shares — Diluted					190.0			190.0			190.0			190.0

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	This table reflects actual expense through September 30, 2007 for “legal expense” (for the ongoing Department of Justice investigation) and “other income”, but does not reflect guidance for these items in any future quarter. We do not make projections for these items, although they may recur in future periods.
(c)	Our guidance for Q4 2007 does not contemplate any benefit stemming from the potential reversal of valuation allowance against our deferred tax assets.

Operating Segments

Adjusted EBITDA

*	WebMD — Approximately 32% to 33% of segment revenue in Q4.
*	ViPS — Approximately 23% of segment revenue in Q4.
*	Porex — Approximately 28% to 29% of segment revenue in Q4.
*	Corporate — Approximately 4% of consolidated revenue.

EX-99.4

Exhibit 99.4

ANNEX A

Explanation of Non-GAAP Financial Measures

     The accompanying HLTH Corporation press release, financial tables and financial guidance summary include both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures represent earnings before interest, taxes, non-cash and other items (which we refer to as “Adjusted EBITDA”) and related per share amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, “income from continuing operations” calculated in accordance with GAAP. The tables and the financial guidance summary attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

     Adjusted EBITDA is used by HLTH’s management as an additional measure of HLTH’s overall performance and its reporting segments’ performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help HLTH’s management identify additional trends in HLTH’s and its reporting segments’ financial results that may not be shown solely by period-to-period comparisons of income from continuing operations. In addition, HLTH uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate HLTH’s performance. HLTH management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in income from continuing operations, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables and the financial guidance summary attached to the accompanying press release.

     HLTH believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of HLTH’s results for reasons similar to the reasons why HLTH’s management finds it useful and because it helps facilitate investor understanding of decisions made by HLTH’s management in light of the performance metrics used in making those decisions. In addition, as more fully described below, HLTH believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income from continuing operations, helps investors make comparisons between HLTH and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is intended to provide a supplemental way of comparing HLTH with other public companies and is not intended as a substitute for comparisons based on “income from continuing operations” or “net income” calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.

     The following is an explanation of the items excluded by HLTH from Adjusted EBITDA but included in income from continuing operations:

• Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. HLTH excludes depreciation and amortization expense from Adjusted EBITDA because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of HLTH’s business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, HLTH believes this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.

• Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. HLTH believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in its operating performance because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of HLTH’s business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, HLTH believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between HLTH’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.

• Non-Cash Advertising Expense. This expense relates to the usage of non-cash advertising obtained from News Corporation (“Newscorp”) in exchange for equity securities issued by HLTH in 2000. The advertising is available only on various Newscorp properties, primarily its television network and cable channels without any cash cost to HLTH. The amount of advertising that can be used in any year is subject to annual contractual limitation and expires in 2010. HLTH does not incur any other cash expenses related to airing of television advertising. HLTH excludes this expense from Adjusted EBITDA (i) because it is a non-cash expense, (ii) because it is incremental to other non-television cash advertising expense that HLTH otherwise incurs, (iii) because HLTH has not and believes it will not incur cash expenses relating to television advertising in the future and (iv) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that HLTH derives some benefit from such advertising and that such expenses will recur in the future.

• Interest Income and Expense. Interest income is associated with the level of marketable debt securities and other interest bearing accounts in which HLTH invests, as well as with interest expenses arising from the capital structure of HLTH. Interest income and expense varies over time due to a variety of financing transactions and due to acquisitions and divestitures that HLTH has entered into or may enter into in the future. HLTH has, in the past several years, issued convertible debentures and preferred stock, repurchased shares in cash tender offers and

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	through other repurchase transactions, conducted an initial public offering of equity in its WebMD subsidiary and completed the sale of Emdeon Practice Services and the sale of a 52% interest in Emdeon Business Services. HLTH excludes interest income and interest expense from Adjusted EBITDA (i) because these items are not directly attributable to the performance of HLTH’s business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income and expense will recur in future periods.
•	Income Tax Provision. HLTH had a net operating loss (NOL) carryforward of approximately $1.2 billion as of the year ended December 31, 2006. Due to a limited history of generating taxable income, HLTH has maintained a full valuation allowance on these NOL carryforwards. As HLTH has used these NOL carryforwards, the related valuation allowances have been either reversed through the income statement or reversed to goodwill, to the extent those tax benefits were acquired through business combinations. The timing of such reversals has not been consistent and as a result, HLTH’s income tax expense can fluctuate significantly from period to period in a manner not directly related to HLTH’s operating performance. HLTH excludes the income tax provision from Adjusted EBITDA (i) because it believes that the income tax provision is not directly attributable to the underlying performance of HLTH’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes. Investors should note that income tax provision will recur in future periods.
•	Minority Interest in WHC income (loss). This represents the minority stockholders’ proportionate share of net income or net loss of HLTH’s majority-owned WebMD Health Corp. subsidiary (which we refer to as WHC). The size of this Minority Interest is related to HLTH’s percentage ownership of WHC. Changes in that percentage ownership may result from changes in WHC’s capital structure, including as a result of sales of WHC equity securities by WHC or HLTH or as a result of exercise of WHC employee stock options. HLTH excludes Minority Interest from Adjusted EBITDA (i) because it believes that the size of the Minority Interest can vary for reasons not attributable to the underlying performance of HLTH’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that Minority Interest in WHC income (loss) will recur in future periods.
•	Other Items. HLTH engages in other activities and transactions that can impact HLTH’s overall income from continuing operations. These other items included, but were not limited to, (i) “Legal Expense,” which relates to the on-going Department of Justice investigation, (ii) equity in earnings of EBS Master LLC, which represents 48% of EBS’s income, (iii) working capital adjustment from the sale of 52% of the Emdeon Business Services segment on November 16, 2006, (iv) a reduction of certain sales and use tax contingencies resulting from the expiration of certain applicable statutes of limitations and (v) advisory expenses relating to the evaluation, in 2006, by HLTH’s Board of Directors of strategic alternatives for Emdeon Business Services. HLTH excludes these other items from Adjusted EBITDA because it believes these activities or transactions are not directly attributable to the performance of HLTH’s business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that these other items may recur in future periods.

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