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

May 5, 2009

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	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		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))

Item 2.02. Results of Operations and Financial Condition

          On May 5, 2009, HLTH Corporation issued a press release announcing its results for the quarter ended March 31, 2009. 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 May 5, 2009, WebMD Health Corp. (which we refer to as WHC), a publicly-traded subsidiary of HLTH, issued a press release announcing its results for the quarter ended March 31, 2009. 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.

Item 7.01. Regulation FD Disclosure

          Exhibit 99.3 to this Current Report includes forward-looking financial information that accompanied Exhibit 99.1. Exhibit 99.3 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it 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.

          A copy of certain forward-looking financial information that accompanied Exhibit 99.5 hereto 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. Exhibit 99.7 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it 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

          The Board of Directors of HLTH has changed the scheduled date for HLTH’s 2009 Annual Meeting of Stockholders from Thursday, September 24, 2009 to Friday, September 25, 2009. The meeting will be held at the W New York Union Square Hotel, 201 Park Avenue South, New York, NY 10003. The 2009 Annual Meeting of Stockholders of WHC is scheduled to be held at the same location on the same date.

          The Board of Directors of HLTH has set Friday, August 7, 2009 as the record date for determining the stockholders entitled to vote at HLTH’s 2009 Annual Meeting.

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Item 9.01. Financial Statements and Exhibits

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

Exhibit
Number	Description
99.1	Press Release, dated May 5, 2009, regarding the Registrant’s results for the quarter ended March 31, 2009
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 May 5, 2009, regarding WebMD Health Corp.’s results for the quarter ended March 31, 2009 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on May 5, 2009)
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 May 5, 2009)
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 May 5, 2009)
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 May 5, 2009)

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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: May 5, 2009	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated May 5, 2009, regarding the Registrant’s results for the quarter ended March 31, 2009
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 May 5, 2009, regarding WebMD Health Corp.’s results for the quarter ended March 31, 2009 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by WebMD Health Corp. on May 5, 2009)
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 May 5, 2009)
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 May 5, 2009)
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 May 5, 2009)

EX-99.1

Exhibit 99.1

Contacts:
Investors: Risa Fisher rfisher@hlth.com 201-414-2002	Media: Kate Hahn khahn@hlth.com 212-624-3760

HLTH CORPORATION ANNOUNCES FIRST QUARTER FINANCIAL RESULTS

ELMWOOD PARK, NJ (May 5, 2009) — HLTH Corporation (Nasdaq: HLTH) today announced financial results for the three months ended March 31, 2009.

“I am pleased that in this challenging economic environment WebMD is continuing to deliver strong results and solidify its leadership position as the most recognized and trusted brand of health information,” said Martin J. Wygod, Chairman and Acting Chief Executive Officer of HLTH Corporation. “The strength of the WebMD brand, the size and quality of our audience and the unique set of services we offer our advertisers are some of the reasons why our customers are increasing their spending with us. The size and breadth of the overall market opportunity is substantial and I am confident that as a result of our momentum and strategic position, we will create value for shareholders over the long-term.”

Consolidated Financial Highlights
Revenue for the first quarter was $90.3 million compared to $80.7 million in the prior year period, an increase of 12%. Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) for the first quarter was $15.3 million compared to $11.3 million in the prior year period, an increase of 35%.

Loss from continuing operations for the first quarter was $(194) thousand or $0.00 per share as compared to income from continuing operations of $458 million or $2.03 per share in the prior year period. Income from discontinued operations was $609 thousand or $0.00 per share, compared to $3.1 million or $0.01 per share in the prior year period. Net income was $415 thousand or $0.00 per share, compared to $461 million or $2.04 per share in the prior year period. Income from continuing operations and net income in the prior year period include a gain on the sale of EBS of $538 million and an impairment charge of $60.1 million related to auction rate securities.

At March 31, 2009, HLTH had approximately $828 million in cash and investments, of which $332 million is attributable to WebMD.

Operating Highlights
Advertising and sponsorship revenue was $65.4 million for the first quarter, compared to $56.5 million in the prior year period, an increase of 16%. Traffic to the WebMD Health Network continued to grow strongly, reaching a record average of 61.6 million unique users per month and total traffic of 1.5 billion page views during the first quarter, increases of 19% and 24%, respectively, from a year ago. In the first quarter, 1.5 million continuing medical education (CME) programs were completed on the WebMD Professional Network, an increase of 29% from the prior year period.

Private portal licensing revenue was $23.0 million for the first quarter compared to $21.9 million in the prior year period, an increase of 5%. The base of large employers and health plans utilizing WebMD’s private Health and Benefits portals during the first quarter was 134 as compared to 122 a year ago. During the quarter, WebMD launched integrated platform and coaching services for Mississippi State and School Employees Health Insurance Management Board and the Carolinas Healthcare System.

Print revenue was $1.9 million during the first quarter, a decline of $384 thousand from a year ago. As noted above, WebMD’s Little Blue Book print directory business is now reflected as discontinued operations in the Company’s financial statements for current and prior periods.

Discontinued Operations
WebMD announced today that it intends to divest its Little Blue Book print directory business. This business is now reflected as discontinued operations in WebMD’s and HLTH’s financial statements for current and prior periods. Additionally, HLTH’s financial results present ViPS and Porex as discontinued operations in the current and prior year periods.

Financial Guidance
In a separate release issued today, WebMD reaffirmed its financial guidance for 2009 and adjusted it to reflect the discontinued operations of its Little Blue Book print directory business.

Additional detail is provided in a schedule attached to this release.

Analyst and Investor Conference Call
As previously announced, HLTH and WebMD will host a conference call at 4:45 pm (Eastern) today to discuss their respective first 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
HLTH Corporation (NASDAQ: HLTH) owns approximately 83% of WebMD Health Corp. (NASDAQ: WBMD). WebMD is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

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

All statements contained in this press release and the related analyst and investor conference call, other than statements of historical fact, are forward-looking statements, including those regarding: our guidance on HLTH’s and WebMD’s future financial results and other projections or measures of their future performance; market opportunities and WebMD’s ability to capitalize on them; the benefits expected from new products or services and from other potential sources of additional revenue; expectations regarding the market for WebMD’s and HLTH’s investments in auction rate securities (ARS); and the potential sale transaction with respect to Porex (the “Potential Porex Transaction”). These statements speak only as of the date of this press release, are based on HLTH’s and WebMD’s current plans and expectations, and 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 WebMD’s products and services; WebMD’s relationships with customers and strategic partners; changes in the markets for ARS; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. In addition, there can be no assurances regarding whether HLTH will be able to complete the Potential Porex Transaction or as to the timing or terms of such transaction. 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.

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

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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^®, and POREX^® are trademarks of HLTH Corporation or its subsidiaries.

-Tables Follow-

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EX-99.2

Exhibit 99.2

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

	Three Months Ended
	March 31,
	2009			2008
				(a)
Revenue	$	90,264		$	80,650
Costs and expenses:
Cost of operations		36,565			30,927
Sales and marketing		27,561			25,149
General and administrative		21,848			20,849
Depreciation and amortization		7,103			6,775
Interest income		2,262			11,936
Interest expense		6,536			6,525
Gain on repurchases of convertible notes		6,647			—
Gain on sale of EBS Master LLC		—			538,024
Impairment of auction rate securities		—			60,108
Other expense, net		269			4,144
(Loss) income from continuing operations before income tax (benefit) provision		(709	)		476,133
Income tax (benefit) provision		(1,217	)		25,602
Equity in earnings of EBS Master LLC		—			4,007
Consolidated income from continuing operations		508			454,538
Consolidated income from discontinued operations, net of tax		517			3,057
Consolidated net income before noncontrolling interest		1,025			457,595
(Income) loss attributable to noncontrolling interest		(610	)		3,845
Net income attributable to HLTH stockholders	$	415		$	461,440
Amounts attributable to HLTH stockholders:
(Loss) income from continuing operations	$	(194	)	$	458,322
Income from discontinued operations		609			3,118
Net income attributable to HLTH stockholders	$	415		$	461,440
Basic (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.52
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.53
Diluted (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.03
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.04
Weighted-average shares outstanding used in computing (loss) income per common share:
Basic		101,748			182,175
Diluted		101,748			228,159

(a) The consolidated financial statements for the three months ended March 31, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of Financial Accounting Standards Board’s Staff Position APB Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.

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

	Three Months Ended
	March 31,
	2009			2008
Revenue					(d)
WebMD:
Advertising and sponsorship	$	65,428		$	56,482
Licensing		22,975			21,923
Print		1,861			2,245
	$	90,264		$	80,650
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)
WebMD	$	18,688		$	16,332
Corporate		(3,427	)		(5,059	)
		15,261			11,273
Adjusted EBITDA per diluted common share (b)	$	0.15		$	0.05
Interest, taxes, non-cash and other items (c)
Interest income		2,262			11,936
Interest expense		(6,536	)		(6,525	)
Income tax benefit (provision)		1,217			(25,602	)
Depreciation and amortization		(7,103	)		(6,775	)
Non-cash stock-based compensation		(9,154	)		(5,940	)
Non-cash advertising		(1,753	)		(1,558	)
Gain on repurchases of convertible notes		6,647			—
Equity in earnings of EBS Master LLC		—			4,007
Gain on sale of EBS Master LLC		—			538,024
Impairment of auction rate securities		—			(60,108	)
Other expense, net		(333	)		(4,194	)
Consolidated income from continuing operations		508			454,538
Consolidated income from discontinued operations, net of tax		517			3,057
Consolidated net income before noncontrolling interest		1,025			457,595
(Income) loss attributable to noncontrolling interest		(610	)		3,845
Net income attributable to HLTH stockholders	$	415		$	461,440
Amounts attributable to HLTH stockholders:
(Loss) income from continuing operations	$	(194	)	$	458,322
Income from discontinued operations		609			3,118
Net income attributable to HLTH stockholders	$	415		$	461,440
Basic (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.52
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.53
Diluted (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.03
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.04
Weighted-average shares outstanding used in computing (loss) income per common share:
Basic		101,748			182,175
Diluted		101,748			228,159

(a)	See Annex A-Explanation of Non-GAAP Financial Measures.
(b)	Adjusted EBITDA per diluted common share is based on the weighted-average shares outstanding used in computing diluted (loss) income per common share.
(c)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations.
(d)	The consolidated financial statements for the three months ended March 31, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of Financial Accounting Standards Board’s Staff Position APB Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.

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

	March 31,		December 31,
	2009		2008
			(a)
Assets
Cash and cash equivalents	$	552,483	$	629,848
Accounts receivable, net		90,835		93,082
Prepaid expenses and other current assets		44,551		44,740
Assets of discontinued operations		129,253		131,350
Total current assets		817,122		899,020
Investments		275,885		288,049
Property and equipment, net		56,492		56,633
Goodwill		202,104		202,104
Intangible assets, net		30,570		32,328
Other assets		21,918		23,600
Total Assets	$	1,404,091	$	1,501,734
Liabilities and Stockholders’ Equity
Accrued expenses	$	33,849	$	54,595
Deferred revenue		84,574		79,613
Due to broker for repurchases of convertible notes		8,484		—
Liabilities of discontinued operations		98,506		100,771
Total current liabilities		225,413		234,979
1.75% convertible notes		273,483		350,000
31/8% convertible notes, net of discount of $31,799 at March 31, 2009 and $35,982 at December 31, 2008		250,201		264,018
Other long-term liabilities		19,899		21,816
HLTH stockholders’ equity		494,004		496,698
Noncontrolling interest in WHC		141,091		134,223
Stockholders’ equity		635,095		630,921
Total Liabilities and Stockholders’ Equity	$	1,404,091	$	1,501,734

(a) The consolidated financial statements as of December 31, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of Financial Accounting Standards Board’s Staff Position APB Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.

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

	Three Months Ended
	March 31,
	2009			2008
				(a)
Cash flows from operating activities:
Net income attributable to HLTH stockholders	$	415		$	461,440
Adjustments to reconcile net income attributable to HLTH stockholders to net cash (used in) provided by operating activities:
Consolidated income from discontinued operations, net of tax		(517	)		(3,057	)
Depreciation and amortization		7,103			6,775
Income (loss) attributable to noncontrolling interest		610			(3,845	)
Equity in earnings of EBS Master LLC		—			(4,007	)
Non-cash interest expense		2,799			2,661
Non-cash advertising		1,753			1,558
Non-cash stock-based compensation		9,154			5,940
Deferred income taxes		(2,604	)		5,132
Gain on repurchases of convertible notes		(6,647	)		—
Gain on sale of EBS Master LLC		—			(538,024	)
Impairment of auction rate securities		—			60,108
Changes in operating assets and liabilities:
Accounts receivable		2,247			10,449
Prepaid expenses and other, net		(1,224	)		17,493
Accrued expenses and other long-term liabilities		(20,741	)		10,479
Deferred revenue		4,961			11,231
Net cash (used in) provided by continuing operations		(2,691	)		44,333
Net cash provided by (used in) discontinued operations		2,001			(1,966	)
Net cash (used in) provided by operating activities		(690	)		42,367
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		600			104,518
Purchases of available-for-sale securities		—			(177,150	)
Purchases of property and equipment		(5,309	)		(2,651	)
Proceeds related to the sales of EBS Master LLC, EPS and ACS/ACP, net of fees		250			598,935
Other		—			1,195
Net cash (used in) provided by continuing operations		(4,459	)		524,847
Net cash used in discontinued operations		(829	)		(1,449	)
Net cash (used in) provided by investing activities		(5,288	)		523,398
Cash flows from financing activities:
Proceeds from issuance of HLTH and WHC common stock		7,041			1,777
Repurchases of convertible notes		(78,183	)		—
Net cash (used in) provided by continuing operations		(71,142	)		1,777
Net cash used in discontinued operations		—			(46	)
Net cash (used in) provided by financing activities		(71,142	)		1,731
Effect of exchange rates on cash		(245	)		1,753
Net (decrease) increase in cash and cash equivalents		(77,365	)		569,249
Cash and cash equivalents at beginning of period		629,848			536,879
Cash and cash equivalents at end of period	$	552,483		$	1,106,128

(a) The consolidated financial statements for the three months ended March 31, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of Financial Accounting Standards Board’s Staff Position APB Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.

EX-99.3

Exhibit 99.3

FINANCIAL GUIDANCE SUMMARY

HLTH CORPORATION
2009 Preliminary Financial Guidance
(in millions, except per share amounts)

	Year Ending
	December 31, 2009
	Range
Revenue	$	410.0		$	440.0
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)
WebMD	$	105.0		$	120.0
Corporate		(15.0	)		(14.0	)
	$	90.0		$	106.0
Adjusted EBITDA per diluted common share	$	0.83		$	0.98
Interest, taxes, non-cash and other items (b)
Interest income		9.0			9.0
Interest expense (c)		(25.0	)		(25.0	)
Depreciation and amortization		(34.0	)		(31.0	)
Non-cash advertising		(1.8	)		(1.8	)
Non-cash stock-based compensation		(39.0	)		(35.0	)
Gain on repurchases of convertible notes (f)		6.6			6.6
Income tax provision (d)		(2.6	)		(13.7	)
Other expenses (f)		(0.3	)		(0.3	)
Consolidated income from continuing operations	$	2.9		$	14.8
Consolidated income from discontinued operations (f)		0.5			0.5
Consolidated net income before noncontrolling interest		3.4			15.3
Income attributable to noncontrolling interest		(5.0	)		(7.0	)
Net (loss) income attributable to HLTH stockholders (e)	$	(1.6	)	$	8.3
Net income attributable to HLTH stockholders per common share:
Basic	$	(0.02	)	$	0.08
Diluted	$	(0.01	)	$	0.08
Weighted-average shares outstanding used in computing net income attributable to HLTH stockholders per common share:
Basic		103.0			103.0
Diluted		108.0			108.0

(a)	See Annex A — Explanation of Non-GAAP Financial Measures.
(b)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations.
(c)	Interest expense includes additional non-cash interest expense from the January 1, 2009 adoption of Financial Accounting Standards Board’s Staff Position APB Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement).”
(d)	The income tax provision excludes any benefit relating to any reversal in 2009 of the valuation allowance against deferred tax assets.
(e)	Net income attributable to HLTH stockholders excludes guidance relating to the HLTH’s discontinued operations.
(f)	This table reflects actual income and expense through March 31, 2009 for “gain on repurchases of convertible notes,” “other expenses” and “consolidated income from discontinued operations” 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 quarters.

EX-99.4

Exhibit 99.4

ANNEX A

Explanation of Non-GAAP Financial Measures

     The accompanying HLTH Corporation press release and financial tables 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, “consolidated income from continuing operations” or “net income attributable to HLTH stockholders” calculated in accordance with GAAP. The tables 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 consolidated income from continuing operations or net income attributable to HLTH stockholders. 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 consolidated income from continuing operations or net income attributable to HLTH stockholders, 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 consolidated income from continuing operations or to net income attributable to HLTH stockholders that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables 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 consolidated income from continuing operations or to net income attributable to HLTH stockholders, 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 “consolidated income from continuing operations” or “net income attributable to HLTH stockholders” 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 consolidated 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 and will expire later this year. 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 and (iii) 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.
•	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 expense, including non-cash interest expense, 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 through other repurchase transactions, conducted an initial public offering of equity in its WebMD Health Corp. subsidiary (referred to below as WHC) and completed the divestiture of certain businesses. 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 (Benefit) Provision. HLTH maintains a valuation allowance on a portion of its net operating loss carryforwards, the amount of which may change from quarter to quarter based on factors that are not directly related to HLTH’s results for the quarter. The valuation allowance is either reversed through the statement of operations or additional paid-in capital. 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 (benefit) provision from Adjusted EBITDA (i) because it believes that the income tax (benefit)

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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 (benefit) provision will recur in future periods.

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Other Items. HLTH engages in other activities and transactions that can impact HLTH’s overall consolidated income from continuing operations. These other items included, but were not limited to, (i) legal expenses relating to the on-going Department of Justice investigation, (ii) equity in earnings of EBS Master LLC, which represented 48% of EBS’s income through February 8, 2008, (iii) gain on repurchases of our convertible notes, (iv) a reduction of certain sales and use tax contingencies resulting from the expiration of certain applicable statutes of limitations, (v) advisory expenses relating to the potential merger of HLTH into WHC, (vi) gain on sale from the sale of the remaining 48% ownership interest in EBS Master LLC, (vii) loss on the impairment of auction rate securities, and (viii) a restructuring charge. 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 some of these other items may recur in future periods.

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