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 3, 2009

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)

(212) 624-3700

(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

EX-99.1

EX-99.2

EX-99.3

EX-99.4

EX-99.5

Item 2.02. Results of Operations and Financial Condition

     On November 3, 2009, WebMD Health Corp. issued a press release announcing its results for the quarter ended September 30, 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” and is also Annex to Exhibit 99.5 (described below). 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.

     As previously disclosed, the merger of HLTH Corporation and WebMD (the “Merger”) was completed on October 23, 2009. The Merger constitutes a “reverse merger” for accounting purposes, with HLTH being treated as the acquiror. Accordingly, the pre-acquisition consolidated financial statements of HLTH will be treated as the historical financial statements of WebMD going forward and will be included in WebMD’s Annual Report on Form 10-K for the year ending December 31, 2009. However, since the Merger was completed after the end of the third quarter, the financial statements in WebMD’s Quarterly Report on Form 10-Q for that quarter will relate only to WebMD and WebMD’s historical financial statements will be the historical financial statements for purposes of that filing.

     Financial tables reporting HLTH’s results for the quarter ended September 30, 2009 are attached as Exhibit 99.5 to this Current Report. Exhibit 99.5 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. WebMD intends to file the unaudited consolidated financial statements of HLTH for the three- and nine-month periods ended September 30, 2009 and September 30, 2008 as an amendment to the Current Report on Form 8-K filed by WebMD on October 26, 2009 regarding completion of the Merger.

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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.

Item 9.01. Financial Statements and Exhibits

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

Exhibit
Number	Description
99.1	Press Release, dated November 3, 2009, regarding the Registrant’s results for the quarter ended September 30, 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 and to Exhibit 99.5
99.5	Financial Tables regarding HLTH Corporation’s results for the quarter ended September 30, 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.

	WEBMD HEALTH CORP.
Dated: November 3, 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 November 3, 2009, regarding the Registrant’s results for the quarter ended September 30, 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 and to Exhibit 99.5
99.5	Financial Tables regarding HLTH Corporation’s results for the quarter ended September 30, 2009

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Risa Fisher	Kate Hahn
rfisher@webmd.net	khahn@webmd.net
212-624-3817	212-624-3760

WebMD Announces Third Quarter Financial Results

Total Revenue Increased 15%; Advertising Revenue Increased 20%

New York, NY (November 3, 2009) - WebMD Health Corp. (Nasdaq: WBMD), the leading source of health information, today announced financial results for the three months ended September 30, 2009.

“Our reported results mark another quarter of strong financial and operating performance” said Wayne Gattinella, President and CEO. “In the face of a generally challenging media environment, WebMD continues to expand its audience, revenue and operating margins. We are seeing strong momentum in our business and are excited about the opportunities for growth ahead of us.”

Financial Summary

Revenue for the third quarter was $111.6 million, compared to $96.8 million in the prior year period, an increase of 15%. Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) for the third quarter was $33.1 million or $0.56 per share, compared to $25.5 million or $0.43 per share in the prior year period, an increase of 30%.

Income from continuing operations for the third quarter was $12.6 million or $0.21 per share, compared to $10.0 million or $0.17 per share in the prior year period. Income from discontinued operations was $0.2 million in the third quarter, compared to $0.8 million in the prior year period. Net income for the third quarter was $12.8 million or $0.21 per share, compared to $10.8 million or $0.18 per share in the prior year period.

WebMD’s print directory business, Little Blue Book, was sold on September 30, 2009 and is reflected as a discontinued operation in the Company’s financial statements for current and prior periods.

Public portal advertising and sponsorship revenue was $89.4 million for the third quarter, compared to $74.7 million in the prior year period, an increase of 20%. Traffic to the WebMD Health Network continued to grow strongly, reaching an average of 59.2 million unique users per month and total traffic of 1.4 billion page views during the third quarter, increases of 19% and 27%, respectively, from a year ago. In the third quarter, 1.6 million continuing medical education (CME) programs were completed on the WebMD Professional Network, an increase of 25% from the prior year period.

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Private portal services revenue was $22.2 million for the third quarter compared to $22.1 million in the prior year period. The revenue and base of large employers and health plans utilizing WebMD’s private Health and Benefits portals during the third quarter were comparable with the prior year period.

WebMD’s third quarter results released today do not reflect the recently completed merger with HLTH Corporation, its former parent company, which was completed after the end of the quarter.

WebMD Launches New Consumer Health Portal in the UK

WebMD launched its first consumer health portal outside the U.S. in October. WebMD partnered with Boots, the leading pharmacy and health and beauty retailer in the UK, to launch a new health portal designed expressly for the health and wellness needs of the UK consumer. The new co-branded Boots WebMD site at www.Boots.WebMD.com features 44 condition and healthy living centers, daily health and wellness news, interactive health tools, WebMD’s symptom checker, specialized health search, health videos and interactive slide shows. Mr. Gattinella said, “The site launched at the end of October to much fanfare and very positive initial user feedback in the UK. There is a large opportunity in the UK with over 20% of the estimated $30 billion of annual advertising expenditures in the UK spent online.”

WebMD Launches Medscape Mobile for Physicians

In July, WebMD launched Medscape Mobile, WebMD’s first mobile application for physicians. Medscape Mobile provides the most comprehensive drug information, clinical reference tools, medical news and continuing medical education on a mobile device. It is the only mobile application to deliver specialty-specific news and medical education, leveraging Medscape’s assets and award winning professional editorial team. Development is underway to launch new product enhancements and additional mobile platforms including BlackBerry^® later this year. Mr. Gattinella said, “Medscape Mobile continues to rank at the top of the App Store for medical applications, with already over 200,000 downloads since launching three months ago.”

WebMD Launches Healthy Pets

In October, WebMD launched the WebMD Healthy Pets channel on WebMD.com, which provides pet owners with the latest health and wellness information to help their pets live healthier lives. WebMD Healthy Pets provides veterinarian-reviewed information on pet diet and nutrition, behavior and training, and preventive care. More than 75% of WebMD users are pet owners who also care for the health of their pets and nearly $700 million is spent annually on marketing pet supplies and services in the U.S. Mr. Gattinella said, “We continue to invest in new markets that have the opportunity to significantly expand our user base and penetrate new areas of revenue opportunity for the future.”

Merger with HLTH Completed

As previously announced, WebMD and HLTH completed their merger on October 23, 2009. The applicable accounting treatment for the merger results in HLTH being treated as the acquiring entity and, as a result, the pre-acquisition consolidated financial statements of HLTH will become the historical financial statements of WebMD beginning with reporting for the fourth quarter of 2009. WebMD is furnishing, as Exhibit 99.5 to the Current Report on Form 8-K filed with the SEC by WebMD today, a copy of HLTH’s financial information for the third quarter of 2009.

As of the merger closing date of October 23, 2009, WebMD had approximately $1 billion in cash and investments and had outstanding approximately $515 million in aggregate principal amount of convertible notes.

Financial Guidance

The Company reaffirmed its financial guidance for the fourth quarter and calendar year 2009 today and narrowed the ranges for its anticipated revenue and Adjusted EBITDA by raising the

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low end of those ranges. This financial guidance reflects the prior financial guidance for the Company’s former parent, HLTH Corporation, whose historical financial statements are required to be adopted by WebMD as a result of the merger.

For 2009, WebMD expects:

• Total revenue to be approximately $430 million to $440 million, an increase of 15% to 18% over 2008;

• Adjusted EBITDA to be approximately $106 million to $111 million, an increase of 24% to 25% over 2008;

• Income from continuing operations to be approximately $11 million to $14 million, or $0.22 to $0.27 per share.

These amounts represent growth of approximately 19% to 23% in public portal advertising and sponsorship revenue and approximately 2% in private portal services revenue.

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

Analyst and Investor Conference Call

As previously announced, WebMD will hold a conference call with investors and analysts to discuss its third quarter results at 4:45 pm (eastern) today. The call can be accessed at www.wbmd.com (in the Investor Relations section). A replay of the audio webcast will be available at the same web address.

About WebMD

WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications.

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.

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

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: guidance on our future financial results and other projections or measures of our future performance; market opportunities and our ability to capitalize on them; the benefits expected from new or updated products or services and from other potential sources of additional revenue; and expectations regarding the market for investments in auction rate securities (ARS). These statements speak only as of the date of this press release, are based on our 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 our products and services; our 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 and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. 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-

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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.

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

WebMD^®, Medscape^®, eMedicine^®, MedicineNet^®, RxList^®, Subimo^®, Medsite^®, and Summex^®, are trademarks of WebMD Health Corp. or its subsidiaries.

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EX-99.2

Exhibit 99.2

WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009			2008
Revenue	$	111,568	$	96,797	$	300,463		$	263,451
Cost of operations		41,965		34,225		117,759			97,120
Sales and marketing		26,265		26,021		80,623			76,068
General and administrative		15,961		14,774		45,826			42,465
Depreciation and amortization		6,988		7,056		20,729			20,815
Interest income		834		2,616		2,733			8,419
Impairment of auction rate securities		—		—		—			27,406
Income from continuing operations before income tax provision		21,223		17,337		38,259			7,996
Income tax provision		8,622		7,375		15,469			15,308
Income (loss) from continuing operations		12,601		9,962		22,790			(7,312	)
Income (loss) from discontinued operations, net of tax		190		804		(5,100	)		1,095
Net income (loss)	$	12,791	$	10,766	$	17,690		$	(6,217	)
Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.22	$	0.17	$	0.39		$	(0.13	)
Income (loss) from discontinued operations		0.00		0.02		(0.09	)		0.02
Net income (loss)	$	0.22	$	0.19	$	0.30		$	(0.11	)
Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.21	$	0.17	$	0.39		$	(0.13	)
Income (loss) from discontinued operations		0.00		0.01		(0.09	)		0.02
Net income (loss)	$	0.21	$	0.18	$	0.30		$	(0.11	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,777		57,770		57,676			57,699
Diluted		58,844		59,111		58,445			57,699

WEBMD HEALTH CORP.
CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands, except per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenue
Public portal advertising and sponsorship	$	89,414		$	74,658		$	232,695		$	197,523
Private portal services		22,154			22,139			67,768			65,928
	$	111,568		$	96,797		$	300,463		$	263,451
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	33,123		$	25,467		$	75,029		$	60,191
Adjusted EBITDA per basic common share	$	0.57		$	0.44		$	1.30		$	1.04
Adjusted EBITDA per diluted common share	$	0.56		$	0.43		$	1.28		$	1.04
Interest, taxes, non-cash and other items (b)
Interest income		834			2,616			2,733			8,419
Depreciation and amortization		(6,988	)		(7,056	)		(20,729	)		(20,815	)
Non-cash advertising		—			(178	)		(1,753	)		(1,736	)
Non-cash stock-based compensation		(5,746	)		(3,512	)		(17,021	)		(10,657	)
Impairment of auction rate securities		—			—			—			(27,406	)
Income tax provision		(8,622	)		(7,375	)		(15,469	)		(15,308	)
Income (loss) from continuing operations		12,601			9,962			22,790			(7,312	)
Income (loss) from discontinued operations, net of tax		190			804			(5,100	)		1,095
Net income (loss)	$	12,791		$	10,766		$	17,690		$	(6,217	)
Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.22		$	0.17		$	0.39		$	(0.13	)
Income (loss) from discontinued operations		0.00			0.02			(0.09	)		0.02
Net income (loss)	$	0.22		$	0.19		$	0.30		$	(0.11	)
Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.21		$	0.17		$	0.39		$	(0.13	)
Income (loss) from discontinued operations		0.00			0.01			(0.09	)		0.02
Net income (loss)	$	0.21		$	0.18		$	0.30		$	(0.11	)
Weighted-average shares outstanding used in computing per share amounts:
Basic		57,777			57,770			57,676			57,699
Diluted		58,844			59,111			58,445			57,699

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to net income (loss)

WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

	September 30, 2009		December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	275,250	$	191,659
Accounts receivable, net		87,072		93,082
Current portion of prepaid advertising		—		1,753
Other current assets		9,286		11,358
Assets of discontinued operations		—		12,575
Total current assets		371,608		310,427
Investments		126,564		133,563
Property and equipment, net		52,286		54,165
Goodwill		208,967		208,967
Intangible assets, net		21,416		26,237
Other assets		13,259		22,573
	$	794,100	$	755,932
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	31,760	$	31,241
Deferred revenue		83,861		79,613
Due to HLTH		1,378		427
Liabilities of discontinued operations		—		2,599
Total current liabilities		116,999		113,880
Other long-term liabilities		7,539		8,334
Stockholders’ equity		669,562		633,718
	$	794,100	$	755,932

WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

	Nine Months Ended September 30,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	17,690		$	(6,217	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss (income) from discontinued operations, net of tax		5,100			(1,095	)
Depreciation and amortization		20,729			20,815
Non-cash advertising		1,753			1,736
Non-cash stock-based compensation		17,021			10,657
Deferred and other income taxes		14,835			14,977
Impairment of auction rate securities		—			27,406
Changes in operating assets and liabilities:
Accounts receivable		6,010			6,275
Other assets		(587	)		(2,651	)
Accrued expenses and other long-term liabilities		(276	)		(286	)
Due to HLTH		951			563
Deferred revenue		4,248			5,367
Net cash provided by continuing operations		87,474			77,547
Net cash provided by discontinued operations		728			3,205
Net cash provided by operating activities		88,202			80,752
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		1,800			43,300
Purchases of available-for-sale securities		—			(127,900	)
Purchases of property and equipment		(14,131	)		(15,014	)
Cash received from sale of businesses, net of fees		2,840			1,133
Net cash used in continuing operations		(9,491	)		(98,481	)
Net cash used in discontinued operations		(8	)		(40	)
Net cash used in investing activities		(9,499	)		(98,521	)
Cash flows from financing activities:
Proceeds from issuance of common stock		4,823			3,453
Tax benefit on stock-based awards		65			315
Net cash provided by financing activities		4,888			3,768
Net increase (decrease) in cash and cash equivalents		83,591			(14,001	)
Cash and cash equivalents at beginning of period		191,659			213,753
Cash and cash equivalents at end of period	$	275,250		$	199,752

EX-99.3

FINANCIAL GUIDANCE SUMMARY

Exhibit 99.3

WebMD Health Corp
2009 Financial Guidance
(in millions, except per share amounts)

	Quarterly period ending,															Year Ending
	March 31, 2009			June 30, 2009			September 30, 2009			December 31, 2009						December 31, 2009
	Actuals			Actuals			Actuals			Guidance Range						Guidance Range
Revenue	$	90.3		$	98.6		$	111.6		$	129.5		$	139.5		$	430.0		$	440.0
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a) (d)	$	15.3		$	20.0		$	30.5		$	40.0		$	45.0		$	105.8		$	110.8
Adjusted EBITDA per diluted share	$	0.34		$	0.43		$	0.63		$	0.68		$	0.76		$	2.12		$	2.22
Interest, taxes, non-cash and other items (b)
Interest income		2.3			2.0			1.8			1.5			2.0			7.6			8.1
Interest expense		(6.5	)		(5.8	)		(5.5	)		(5.6	)		(5.6	)		(23.4	)		(23.4	)
Depreciation and amortization		(7.1	)		(7.0	)		(7.1	)		(8.0	)		(7.5	)		(29.2	)		(28.7	)
Non-cash stock-based compensation		(9.2	)		(9.4	)		(9.2	)		(9.5	)		(9.0	)		(37.3	)		(36.8	)
Non-cash advertising		(1.8	)		—			—			—			—			(1.8	)		(1.8	)
Gain on repurchases of convertible notes		6.6			3.5			—			—			—			10.1			10.1
Income tax benefit (provision) (c)		1.2			(0.7	)		(5.4	)		(10.5	)		(13.8	)		(15.4	)		(18.7	)
Other expenses		(0.3	)		(0.6	)		(0.1	)		—			—			(1.0	)		(1.0	)
Consolidated income from continuing operations before minority (non-controlling) interest	$	0.5		$	2.0		$	5.0		$	7.9		$	11.1		$	15.4		$	18.6
Income (loss) from continuing operations attributable to Company shareholders (e)	$	(0.2	)	$	0.7		$	2.9		$	7.4		$	10.1		$	10.8		$	13.5
Income (loss) from continuing operations per share:
Basic	$	(0.00	)	$	0.02		$	0.06		$	0.13		$	0.18		$	0.23		$	0.28
Diluted	$	(0.00	)	$	0.01		$	0.05		$	0.13		$	0.17		$	0.22		$	0.27
Weighted-average shares outstanding (f):
Basic		45.2			45.6			46.1			55.0			55.0			48.0			48.0
Diluted		45.2			46.7			48.6			59.0			59.0			49.9			49.9
Pro-forma share information (g)
Pro-forma consolidated income from continuing operations before minority (non-controlling) interest per share:
Basic	$	0.01		$	0.04		$	0.09		$	0.14		$	0.19		$	0.28		$	0.33
Diluted	$	0.01		$	0.03		$	0.08		$	0.13		$	0.18		$	0.26		$	0.32
Pro-forma Adjusted EBITDA per diluted share	$	0.27		$	0.35		$	0.51		$	0.66		$	0.74		$	1.81		$	1.90
Pro-forma weighted-average shares outstanding:
Basic		54.7			55.2			55.8			57.0			57.0			55.7			55.7
Diluted		56.2			57.1			59.4			61.0			61.0			58.4			58.4

WebMD and HLTH completed their merger on October 23, 2009. The applicable accounting treatment for the merger results in HLTH being treated as the acquiring entity and, as a result, the pre-acquisition consolidated financial statements of HLTH will become the historical financial statements of WebMD beginning with reporting for the fourth quarter of 2009. The March, June and September 2009 quarterly information presented above, reflect HLTH’s historical financial information, after adjustment for share and per share data based on the merger exchange ratio. Also presented above is pro-forma share information, presenting the effect of the merger as if it occurred as of January 1, 2009.

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations
(c)	The income tax provision excludes any benefit relating to any reversal in 2009 of the valuation allowance against deferred tax assets
(d)	Includes HLTH expenses previously categorized as ‘Corporate’ of $3.4, $3.2 and $2.6 for the March, June and September 2009 quarters, respectively
(e)	Represents income (loss) from continuing operations, net of minority (non-controlling) interest of HLTH for periods prior to the merger
(f)	Represents historical share information of HLTH, adjusted for the .4444 merger exchange ratio
(g)	Pro-forma weighted-average shares outstanding and related pro-forma share information assumes the merger took place on January 1, 2009 as follows:
	•   Decreasing shares outstanding for the elimination of WebMD’s 48.1 million Class B shares which have been retired •   Increasing basic shares outstanding for HLTH’s common shares which have been converted to WebMD shares based on the .4444 merger exchange ratio •   Increasing diluted shares outstanding for HLTH’s stock options which have been converted to WebMD options based on the .4444 merger exchange ratio
The above December 2009 quarter and full year guidance excludes a gain related to the sale of our Porex business and a charge related to the merger and other actions, which include severance and related expenses.

EX-99.4

Exhibit 99.4

ANNEX A

Explanation of Non-GAAP Financial Measures
(All dollar amounts in thousands)

     The accompanying WebMD Health Corp. 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, “income (loss) from continuing operations” or “net income (loss)” 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 WebMD’s management as an additional measure of WebMD’s 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 WebMD’s management identify additional trends in WebMD’s financial results that may not be shown solely by period-to-period comparisons of income (loss) from continuing operations or net income (loss). In addition, WebMD uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate WebMD’s performance. WebMD 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 (loss) from continuing operations or net income (loss), 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 income (loss) from continuing operations or to net income (loss) that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables attached to the accompanying press release.

          WebMD believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of WebMD’s results for reasons similar to the reasons why WebMD’s management finds it useful and because it helps facilitate investor understanding of decisions made by WebMD’s management in light of the performance metrics used in making those decisions. In addition, as more fully described below, WebMD believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income (loss) from continuing operations or to net income (loss), helps investors make comparisons between WebMD 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 WebMD with other public companies and is not intended as a substitute for comparisons based on “income (loss) from continuing operations” or “net income (loss)” 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 WebMD from Adjusted EBITDA but included in income (loss) 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. WebMD 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 WebMD’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, WebMD believes this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that 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 expenses 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. WebMD 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 WebMD’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, WebMD believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between WebMD’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. Stock-based compensation expenses included in the Statement of Operations are summarized as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Non-cash stock-based compensation included in:
Cost of operations	$	(1,743	)	$	(997	)	$	(4,921	)	$	(2,930	)
Sales and marketing	$	(1,948	)	$	(1,215	)	$	(5,499	)	$	(3,602	)
General and administrative	$	(2,055	)	$	(1,300	)	$	(6,601	)	$	(4,125	)
Income (loss) from discontinued operations	$	85		$	(63	)	$	(89	)	$	(118	)

• 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 our parent, HLTH Corporation in 2000. The advertising was available only on various Newscorp properties, primarily its television network and cable channels, without any cash cost to WebMD and expired this year. WebMD 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 WebMD 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 WebMD derives some benefit from such advertising. Non-cash advertising expenses included in the Consolidated Statement of Operations in Sales and Marketing expense were $1,753 and $1,736 for the nine months ended September 30, 2009 and 2008, respectively, and $178 for the three months ended September 30, 2008. There were no non-cash advertising expenses for the three months ended September 30, 2009.

• Interest Income. Interest income is associated with the level of marketable debt securities and other interest bearing accounts in which WebMD invests. Interest income varies over time due to varying levels of securities available for investment. Transactions that WebMD has entered into in recent periods that have impacted securities available for investment include the initial public offering of equity in WebMD and acquisitions of other companies for varying amounts of cash since our initial public

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	offering. Additional financing transactions as well as potential acquisitions that WebMD may enter into in the future could impact the levels and timing of securities available for investment. WebMD excludes interest income from Adjusted EBITDA (i) because it is not directly attributable to the performance of WebMD’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 interest income will recur in future periods.
•	Income Tax Provision (Benefit). WebMD 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 WebMD’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, WebMD’s income tax expense can fluctuate significantly from period to period in a manner not directly related to WebMD’s operating performance. WebMD excludes the income tax provision (benefit) from Adjusted EBITDA (i) because it believes that the income tax provision (benefit) is not directly attributable to the underlying performance of WebMD’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 (benefit) will recur in future periods.
•	Other Items. WebMD engages in various activities and transactions that can impact WebMD’s overall income (loss) from continuing operations. WebMD excludes these other items from Adjusted EBITDA when it believes these activities or transactions are not directly attributable to the performance of WebMD’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. In the accompanying press release and financial tables, WebMD has excluded loss on the impairment of auction rate securities from Adjusted EBITDA.

The following relates to Exhibit 99.5 to this Current Report, and was not part of the copy of Annex A attached to the press release and financial tables included in Exhibits 99.1 through 99.3 to this Current Report:

     This Annex A also applies to the financial tables included as Exhibit 99.5 to this Current Report, which report HLTH’s results for the quarter ended September 30, 2009. As previously disclosed, the merger of HLTH and WebMD (the “Merger”) was completed on October 23, 2009. The Merger constitutes a “reverse merger” for accounting purposes, with HLTH being treated as the acquiror. Accordingly, the pre-acquisition consolidated financial statements of HLTH will be treated as the historical financial statements of WebMD going forward and will be included in WebMD’s Annual Report on Form 10-K for the year ending December 31, 2009. However, since the Merger was completed after the end of the third quarter, the financial statements in WebMD’s Quarterly Report on Form 10-Q for that quarter will relate only to WebMD and WebMD’s historical financial statements will be the historical financial statements for purposes of that filing.

     For purposes of HLTH’s Adjusted EBITDA, the same considerations described above in this Annex A apply, except that the discussion regarding “Other Items” for HLTH is as follows:

• Other Items. HLTH has engaged in various activities and transactions that could impact HLTH’s overall income (loss) from continuing operations. HLTH excluded these other items from Adjusted EBITDA when it believed these activities or transactions were not directly attributable to the performance of HLTH’s business operations and, accordingly, their exclusion assisted management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items were recurring items. In the financial tables included in Exhibit 99.5 to this Current Report, these other items included, but were not limited to, (i) legal expenses relating to the ongoing Department of Justice investigation, (ii) equity in earnings of EBS Master LLC, which

3

represented 48% of EBS’s income through February 8, 2008, (iii) gain on repurchases of HLTH’s 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 merger of HLTH and WebMD, (vi) gain on sale from the sale of the remaining 48% ownership interest in EBS Master LLC, and (vii) loss on the impairment of auction rate securities.

4

EX-99.5

Exhibit 99.5

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
				(a)						(a)
Revenue	$	111,568		$	96,777		$	300,463		$	263,391
Cost of operations		41,965			34,225			117,759			97,120
Sales and marketing		26,265			26,021			80,623			76,068
General and administrative		21,967			22,493			65,818			66,120
Depreciation and amortization		7,134			7,188			21,193			21,177
Interest income		1,840			9,386			6,060			29,384
Interest expense		5,541			6,636			17,858			19,746
Gain on repurchases of convertible notes		—			—			10,120			—
Gain on sale of EBS Master LLC		—			—			—			538,024
Impairment of auction rate securities		—			—			—			60,108
Other expense, net		123			997			944			5,807
Income from continuing operations before income tax provision		10,413			8,603			12,448			484,653
Income tax provision		5,389			3,493			4,922			29,664
Equity in earnings of EBS Master LLC		—			—			—			4,007
Consolidated income from continuing operations		5,024			5,110			7,526			458,996
Consolidated income from discontinued operations, net of tax		27,462			92,647			14,695			92,641
Consolidated net income inclusive of noncontrolling interest		32,486			97,757			22,221			551,637
(Income) loss attributable to noncontrolling interest		(2,184	)		(1,845	)		(3,181	)		929
Net income attributable to HLTH stockholders	$	30,302		$	95,912		$	19,040		$	552,566
Amounts attributable to HLTH stockholders:
Income from continuing operations	$	2,872		$	3,403		$	3,381		$	460,114
Income from discontinued operations		27,430			92,509			15,659			92,452
Net income attributable to HLTH stockholders	$	30,302		$	95,912		$	19,040		$	552,566
Basic income per common share:
Income from continuing operations	$	0.03		$	0.02		$	0.03		$	2.52
Income from discontinued operations		0.26			0.50			0.15			0.50
Net income attributable to HLTH stockholders	$	0.29		$	0.52		$	0.18		$	3.02
Diluted income per common share:
Income from continuing operations	$	0.02		$	0.02		$	0.03		$	2.06
Income from discontinued operations		0.25			0.49			0.15			0.41
Net income attributable to HLTH stockholders	$	0.27		$	0.51		$	0.18		$	2.47
Weighted-average shares outstanding used in computing income per common share:
Basic		103,727			183,716			102,695			182,838
Diluted		109,380			187,527			106,136			228,653

(a) The consolidated financial statements for the three and nine months ended September 30, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of new authoritative guidance and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
				(c)						(c)
Revenue
WebMD:
Public portal advertising and sponsorship	$	89,414		$	74,658		$	232,695		$	197,523
Private portal services		22,154			22,139			67,768			65,928
Inter-segment eliminations		—			(20	)		—			(60	)
	$	111,568		$	96,777		$	300,463		$	263,391
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)
WebMD	$	33,123		$	25,467		$	75,029		$	60,191
Corporate		(2,559	)		(4,679	)		(9,183	)		(15,311	)
		30,564			20,788			65,846			44,880
Adjusted EBITDA per basic common share	$	0.29		$	0.11		$	0.64		$	0.25
Adjusted EBITDA per diluted common share	$	0.28		$	0.11		$	0.62		$	0.20
Interest, taxes, non-cash and other items (b)
Interest income		1,840			9,386			6,060			29,384
Interest expense		(5,541	)		(6,636	)		(17,858	)		(19,746	)
Income tax provision		(5,389	)		(3,493	)		(4,922	)		(29,664	)
Depreciation and amortization		(7,134	)		(7,188	)		(21,193	)		(21,177	)
Non-cash stock-based compensation		(9,217	)		(6,468	)		(27,783	)		(18,856	)
Non-cash advertising		—			(178	)		(1,753	)		(1,736	)
Gain on repurchases of convertible notes		—			—			10,120			—
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		(99	)		(1,101	)		(991	)		(6,012	)
Consolidated income from continuing operations		5,024			5,110			7,526			458,996
Consolidated income from discontinued operations, net of tax		27,462			92,647			14,695			92,641
Consolidated net income inclusive of noncontrolling interest		32,486			97,757			22,221			551,637
(Income) loss attributable to noncontrolling interest		(2,184	)		(1,845	)		(3,181	)		929
Net income attributable to HLTH stockholders	$	30,302		$	95,912		$	19,040		$	552,566
Amounts attributable to HLTH stockholders:
Income from continuing operations	$	2,872		$	3,403		$	3,381		$	460,114
Income from discontinued operations		27,430			92,509			15,659			92,452
Net income attributable to HLTH stockholders	$	30,302		$	95,912		$	19,040		$	552,566
Basic income per common share:
Income from continuing operations	$	0.03		$	0.02		$	0.03		$	2.52
Income from discontinued operations		0.26			0.50			0.15			0.50
Net income attributable to HLTH stockholders	$	0.29		$	0.52		$	0.18		$	3.02
Diluted income per common share:
Income from continuing operations	$	0.02		$	0.02		$	0.03		$	2.06
Income from discontinued operations		0.25			0.49			0.15			0.41
Net income attributable to HLTH stockholders	$	0.27		$	0.51		$	0.18		$	2.47
Weighted-average shares outstanding used in computing income per common share:
Basic		103,727			183,716			102,695			182,838
Diluted		109,380			187,527			106,136			228,653

(a)	See Annex A-Explanation of Non-GAAP Financial Measures.
(b)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations.
(c)	The consolidated financial statements for the three and nine months ended September 30, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of new authoritative guidance 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)

	September 30,		December 31,
	2009		2008
Assets
Cash and cash equivalents	$	589,553	$	629,848
Accounts receivable, net		87,072		93,082
Prepaid expenses and other current assets		48,102		44,740
Assets of discontinued operations		121,413		131,350
Total current assets		846,140		899,020
Investments		275,217		288,049
Property and equipment, net		54,530		56,633
Goodwill		202,104		202,104
Intangible assets, net		27,385		32,328
Other assets		19,240		23,600
Total Assets	$	1,424,616	$	1,501,734
Liabilities and Equity
Accrued expenses	$	46,920	$	54,595
Deferred revenue		83,861		79,613
Liabilities of discontinued operations		68,383		100,771
Total current liabilities		199,164		234,979
1.75% convertible notes		264,583		350,000
31/8% convertible notes, net of discount of $24,543 at September 30, 2009 and $35,982 at December 31, 2008		225,757		264,018
Other long-term liabilities		37,857		21,816
HLTH stockholders’ equity		538,676		496,698
Noncontrolling interest in WHC		158,579		134,223
Equity		697,255		630,921
Total Liabilities and Equity	$	1,424,616	$	1,501,734

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

	Nine Months Ended
	September 30,
	2009			2008
				(a)
Cash flows from operating activities:
Consolidated net income inclusive of noncontrolling interest	$	22,221		$	551,637
Adjustments to reconcile consolidated net income inclusive of noncontrolling interest to net cash provided by operating activities:
Consolidated income from discontinued operations, net of tax		(14,695	)		(92,641	)
Depreciation and amortization		21,193			21,177
Non-cash interest expense		7,737			8,123
Non-cash advertising		1,753			1,736
Non-cash stock-based compensation		27,783			18,856
Deferred income taxes		7,563			9,448
Gain on repurchases of convertible notes		(10,120	)		—
Gain on sale of EBS Master LLC		—			(538,024	)
Impairment of auction rate securities		—			60,108
Equity in earnings of EBS Master LLC		—			(4,007	)
Changes in operating assets and liabilities:
Accounts receivable		6,010			6,275
Prepaid expenses and other, net		(8,394	)		(10,450	)
Accrued expenses and other long-term liabilities		(7,740	)		(3,518	)
Deferred revenue		4,248			5,367
Net cash provided by continuing operations		57,559			34,087
Net cash provided by discontinued operations		9,273			44,738
Net cash provided by operating activities		66,832			78,825
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		2,200			117,539
Purchases of available-for-sale securities		—			(177,150	)
Purchases of property and equipment		(14,248	)		(15,075	)
Proceeds related to the sales of EBS Master LLC		—			574,617
Proceeds from the sale of discontinued operations		2,840			247,089
Proceeds from advances to EBS Master LLC		—			1,224
Other		—			148
Net cash (used in) provided by continuing operations		(9,208	)		748,392
Net cash used in discontinued operations		(3,315	)		(4,305	)
Net cash (used in) provided by investing activities		(12,523	)		744,087
Cash flows from financing activities:
Proceeds from issuance of HLTH and WHC common stock		28,770			20,725
Repurchases of convertible notes		(123,857	)		—
Other		63			343
Net cash (used in) provided by continuing operations		(95,024	)		21,068
Net cash used in discontinued operations		—			(76	)
Net cash (used in) provided by financing activities		(95,024	)		20,992
Effect of exchange rates on cash		420			(604	)
Net (decrease) increase in cash and cash equivalents		(40,295	)		843,300
Cash and cash equivalents at beginning of period		629,848			536,879
Cash and cash equivalents at end of period	$	589,553		$	1,380,179

(a) The consolidated financial statements for the nine months ended September 30, 2008 have been adjusted to reflect (i) the required adoption, effective January 1, 2009, of new authoritative guidance and (ii) the reclassification of WebMD’s Little Blue Book print directory business to discontinued operations.