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

February 18, 2010

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

	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3
EX-99.4

Item 2.02. Results of Operations and Financial Condition

     On February 18, 2010, WebMD Health Corp. issued a press release announcing its results for the quarter ended December 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.

     As previously disclosed, the merger of HLTH Corporation and WebMD (the “Merger”) was completed on October 23, 2009. The applicable accounting treatment for the Merger results in HLTH being treated as the acquiring entity, even though WebMD was the surviving company in the Merger. Accordingly, prior period financial information included in Exhibits 99.1 and 99.2 reflects the historical activity of HLTH, with the following adjustments:

• weighted-average shares outstanding used in computing income per common share are adjusted by multiplying the historical weighted-average shares outstanding for HLTH, for the respective periods, by the 0.4444 exchange ratio in the Merger; and

• basic and diluted income per common share are calculated to reflect the adjusted weighted-average shares outstanding for the respective periods.

For the fourth quarter of 2009, the above adjustments apply to the portion of the quarter prior to the completion of the Merger on October 23, 2009 and the actual outstanding shares were used following the completion of the Merger.

     The consolidated accounts of HLTH included, until the completion of the Merger, 100% of the assets and liabilities of WebMD, which was more than 80% owned by HLTH until the Merger. The ownership interests of the noncontrolling stockholders of WebMD are recorded as “noncontrolling interest” in the December 31, 2008 consolidated balance sheet included in Exhibit 99.2. In the statements of operations included in Exhibit 99.2, “Net income attributable to Company stockholders” reflects an adjustment for the noncontrolling stockholders’ share of the net income of WebMD until completion of the Merger.

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.

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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 February 18, 2010, regarding the Registrant’s results for the quarter ended December 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

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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: February 18, 2010	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 February 18, 2010, regarding the Registrant’s results for the quarter ended December 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

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 Fourth Quarter Financial Results

Total Revenue Increased 25%; Advertising Revenue Increased 32%

WebMD Sees Strong Momentum Continuing in 2010

New York, NY (February 18, 2010) — WebMD Health Corp. (Nasdaq: WBMD), the leading source of health information, today announced financial results for the three months and year ended December 31, 2009.

For the three months ended December 31, 2009:

• Revenue was $138.1 million, compared to $110.1 million in the prior year period, an increase of 25.4%.

• Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) was $46.4 million, compared to $29.4 million in the prior year period, an increase of 58%.

• Net income was $98.3 million or $1.39 per share, compared to $7.7 million or $0.11 per share in the prior year period.

“Our strong growth in the fourth quarter capped off a successful year for WebMD,” said Wayne Gattinella, President and CEO. “WebMD delivered ad revenue growth of 32% in the fourth quarter in the midst of a weak media environment where online U.S. display advertising was down an estimated 5% in 2009. As we look to 2010, we are excited by the momentum that we see in our business as we further establish the value of the WebMD franchise in the marketplace.”

Financial Summary

As previously announced, WebMD completed the merger with HLTH Corporation, its former parent company, on October 23, 2009. The current and historical financial information released today reflects the consummation of the merger. 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 became the historical financial statements of WebMD beginning with the closing of the merger on October 23, 2009.

Revenue for the fourth quarter was $138.1 million, compared to $110.1 million in the prior year period, an increase of 25.4%.

• Public portal advertising and sponsorship revenue was $114.9 million for the fourth quarter, compared to $86.9 million in the prior year period, an increase of 32%. Traffic to the WebMD Health Network continued to grow, reaching an average of 62.5 million unique users per month and total traffic of 1.5 billion page views during the fourth quarter,

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	increases of 16% and 17%, respectively, from a year ago. During the fourth quarter, 1.8 million continuing medical education (CME) programs were completed on the WebMD Professional Network, an increase of 19% from the prior year period.
•	Private portal services revenue was $23.2 million for both the fourth quarter of 2009 and the prior year period. The base of large employers and health plans utilizing WebMD’s private Health and Benefits portals during the fourth quarter was 138 as compared to 134 a year ago.

Adjusted EBITDA for the fourth quarter was $46.4 million or $0.65 per share, compared to $29.4 million or $0.43 per share in the prior year period, an increase of 58%.

Consolidated income from continuing operations for the fourth quarter was $64.2 million, compared to $7.6 million in the prior year period. Consolidated income from continuing operations for the fourth quarter of 2009 includes a tax benefit of $58.6 million primarily related to the reversal of valuation allowances related to the anticipated future utilization of the Company’s net operating loss carryforwards. Consolidated income from continuing operations in the prior year period includes a tax benefit of $4.3 million related to a gain on the sale of a business unit.

Income from discontinued operations was $34.7 million in the fourth quarter, compared to $2.0 million in the prior year period. Income from discontinued operations for the fourth quarter of 2009 includes a net gain of $21.3 million on the sale of Porex with the balance of $13.4 million primarily related to adjustments of liability accruals associated with other divested businesses. Included in discontinued operations in the Company’s financial statements for current and prior periods are Little Blue Book, which was sold on September 30, 2009, and Porex, which was sold on October 19, 2009.

Net income for the fourth quarter was $98.3 million or $1.39 per share, compared to $7.7 million or $0.11 per share in the prior year period.

As of December 31, 2009, WebMD had $808 million in cash and investments and had approximately $515 million in aggregate principal amount of convertible notes outstanding.

2010 Financial Guidance

The Company issued financial guidance for 2010 today.

“We enter 2010 with a healthy backlog of signed contracts as we experienced strong upfront buying at the end of 2009,” said Wayne Gattinella. “Coupled with our strong pipeline of potential new business, we are very enthusiastic about the year ahead.”

For 2010, WebMD expects:

• Revenue to be approximately $510 million to $525 million, an increase of 16% to 20% over 2009;

• Adjusted EBITDA to be approximately $150 million to $158 million, an increase of 33% to 40% over 2009; and

• Income from continuing operations to be approximately $45 million to $53 million, or $0.68 to $0.80 per diluted share.

These amounts represent growth of approximately 21% to 25% in public portal advertising and sponsorship revenue over 2009 and private portal services revenue consistent with 2009.

For the first quarter of 2010, WebMD expects:

• Revenue to be in the range of $103 million to $106 million with Adjusted EBITDA representing approximately 21.5% to 22.5% of revenue.

• Income from continuing operations is estimated to be in the range of 2% to 3.5% of revenue.

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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 fourth quarter results at 4:45 p.m. (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. Approximately 60 million unique visitors access the WebMD Health Network each month.

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

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

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-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						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenue	$	138,073		$	110,071		$	438,536		$	373,462
Cost of operations		47,994			38,018			165,753			135,138
Sales and marketing		31,478			30,012			112,101			106,080
General and administrative		23,802			21,933			89,620			88,053
Depreciation and amortization		6,992			7,233			28,185			28,410
Interest income		3,089			5,916			9,149			35,300
Interest expense		5,657			6,682			23,515			26,428
Severance and other transaction expenses		11,066			782			11,066			6,941
Restructuring		—			7,416			—			7,416
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) income, net		(425	)		640			(1,369	)		992
Income from continuing operations before income tax (benefit) provision		13,748			4,551			26,196			489,204
Income tax (benefit) provision		(50,413	)		(3,026	)		(45,491	)		26,638
Equity in earnings of EBS Master LLC		—			—			—			4,007
Consolidated income from continuing operations		64,161			7,577			71,687			466,573
Consolidated income from discontinued operations, net of tax		34,659			2,041			49,354			94,682
Consolidated net income inclusive of noncontrolling interest		98,820			9,618			121,041			561,255
Income attributable to noncontrolling interest		(524	)		(1,961	)		(3,705	)		(1,032	)
Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223
Amounts attributable to Company stockholders:
Income from continuing operations	$	63,637		$	5,611		$	67,018		$	465,725
Income from discontinued operations		34,659			2,046			50,318			94,498
Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223
Basic income per common share:
Income from continuing operations	$	1.19		$	0.08		$	1.40		$	5.99
Income from discontinued operations		0.65			0.03			1.05			1.22
Net income attributable to Company stockholders	$	1.84		$	0.11		$	2.45		$	7.21
Diluted income per common share:
Income from continuing operations	$	0.92		$	0.08		$	1.21		$	4.92
Income from discontinued operations		0.47			0.03			0.86			0.96
Net income attributable to Company stockholders	$	1.39		$	0.11		$	2.07		$	5.88
Weighted-average shares outstanding used in computing income per common share:
Basic		52,688			67,193			47,400			77,738
Diluted		71,945			67,785			57,740			97,824

     For the prior year periods, weighted-average shares outstanding used in computing income per common share have been adjusted by multiplying the historical weighted-average shares outstanding for HLTH Corporation by the 0.4444 exchange ratio in the Merger. Additionally, basic and diluted income per common share have been recalculated to reflect the adjusted weighted-average shares outstanding for the prior year periods presented. For the 2009 periods, these adjustments apply to the portion of each period prior to the completion of the Merger on October 23, 2009 and the actual outstanding shares were used following the completion of the Merger.

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

	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenue
Public portal advertising and sponsorship	$	114,875		$	86,893		$	347,570		$	284,416
Private portal services		23,198			23,178			90,966			89,046
	$	138,073		$	110,071		$	438,536		$	373,462
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	46,428		$	29,375		$	112,274		$	74,255
Adjusted EBITDA per basic common share	$	0.88		$	0.44		$	2.37		$	0.96
Adjusted EBITDA per diluted common share	$	0.65		$	0.43		$	1.94		$	0.76
Interest, taxes, non-cash and other items (b)
Interest income		3,089			5,916			9,149			35,300
Interest expense		(5,657	)		(6,682	)		(23,515	)		(26,428	)
Income tax benefit (provision)		50,413			3,026			45,491			(26,638	)
Depreciation and amortization		(6,992	)		(7,233	)		(28,185	)		(28,410	)
Non-cash stock-based compensation		(11,629	)		(5,776	)		(39,412	)		(24,632	)
Severance and other transaction expenses		(11,066	)		(782	)		(11,066	)		(6,941	)
Restructuring		—			(7,416	)		—			(7,416	)
Non-cash advertising		—			(3,361	)		(1,753	)		(5,097	)
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) income, net		(425	)		510			(1,416	)		657
Consolidated income from continuing operations		64,161			7,577			71,687			466,573
Consolidated income from discontinued operations, net of tax		34,659			2,041			49,354			94,682
Consolidated net income inclusive of noncontrolling interest		98,820			9,618			121,041			561,255
Income attributable to noncontrolling interest		(524	)		(1,961	)		(3,705	)		(1,032	)
Net income attributable to Company stockholders	$	98,296		$	7,657		$	117,336		$	560,223
Weighted-average shares outstanding used in computing Adjusted EBITDA per common share:
Basic		52,688			67,193			47,400			77,738
Diluted		71,945			67,785			57,740			97,824

(a)	See Annex A-Explanation of Non-GAAP Financial Measures.
(b)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations.

     For the prior year periods, weighted-average shares outstanding used in computing income per common share have been adjusted by multiplying the historical weighted-average shares outstanding for HLTH Corporation by the 0.4444 exchange ratio in the Merger. Additionally, basic and diluted income per common share have been recalculated to reflect the adjusted weighted-average shares outstanding for the prior year periods presented. For the 2009 periods, these adjustments apply to the portion of each period prior to the completion of the Merger on October 23, 2009 and the actual outstanding shares were used following the completion of the Merger.

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

	December 31,
	2009		2008
Assets
Cash and cash equivalents	$	459,766	$	629,848
Accounts receivable, net		118,155		93,082
Prepaid expenses and other current assets		11,419		18,644
Investments		9,932		—
Deferred tax asset		—		26,096
Assets of discontinued operations		—		131,350
Total current assets		599,272		899,020
Investments		338,446		288,049
Property and equipment, net		52,194		56,633
Goodwill		202,104		202,104
Intangible assets, net		26,020		32,328
Deferred tax asset		50,789		—
Other assets		19,723		23,600
Total Assets	$	1,288,548	$	1,501,734
Liabilities and Equity
Accrued expenses	$	63,721	$	54,595
Deferred revenue		98,474		79,613
1.75% convertible notes		264,583		—
Deferred tax liability		12,955		—
Liabilities of discontinued operations		34,197		100,771
Total current liabilities		473,930		234,979
1.75% convertible notes		—		350,000
31/8% convertible notes, net of discount of $22,641 at December 31, 2009 and $35,982 at December 31, 2008		227,659		264,018
Other long-term liabilities		22,191		21,816
Stockholders’ equity		564,768		496,698
Noncontrolling interest		—		134,223
Total Equity		564,768		630,921
Total Liabilities and Equity	$	1,288,548	$	1,501,734

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

	Years Ended
	December 31,
	2009			2008
Cash flows from operating activities:
Consolidated net income inclusive of noncontrolling interest	$	121,041		$	561,255
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		(49,354	)		(94,682	)
Depreciation and amortization		28,185			28,410
Equity in earnings of EBS Master LLC		—			(4,007	)
Non-cash interest expense		10,205			9,859
Non-cash advertising		1,753			5,097
Non-cash stock-based compensation		39,412			24,632
Deferred income taxes		(42,143	)		7,474
Gain on repurchases of convertible notes		(10,120	)		—
Gain on sale of EBS Master LLC		—			(538,024	)
Impairment of auction rate securities		—			60,108
Changes in operating assets and liabilities:
Accounts receivable		(25,073	)		(9,672	)
Prepaid expenses and other, net		6,979			1,893
Accrued expenses and other long-term liabilities		14,495			6,052
Deferred revenue		18,861			4,095
Net cash provided by continuing operations		114,241			62,490
Net cash provided by discontinued operations		305			34,624
Net cash provided by operating activities		114,546			97,114
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		2,300			118,339
Purchases of available-for-sale securities		—			(177,150	)
Purchases of property and equipment		(17,886	)		(24,265	)
Purchase of investment in preferred stock		—			(6,471	)
Cash paid in business combinations, net of cash acquired		—			(2,633	)
Purchase of noncontrolling interest in subsidiary		—			(12,818	)
Proceeds from the sale of discontinued operations		72,318			247,491
Proceeds related to the sale of EBS Master LLC		—			574,617
Other		—			1,224
Net cash provided by continuing operations		56,732			718,334
Net cash used in discontinued operations		(3,552	)		(4,852	)
Net cash provided by investing activities		53,180			713,482
Cash flows from financing activities:
Proceeds from issuance of common stock		49,767			27,883
Cash used for withholding taxes due on employee stock awards		(24,514	)		(6,200	)
Purchase of treasury stock in tender offer		(235,220	)		(737,324	)
Repurchases of convertible notes		(123,857	)		—
Cash paid for merger related costs		(5,021	)		—
Other		480			48
Net cash used in continuing operations		(338,365	)		(715,593	)
Net cash used in discontinued operations		—			(76	)
Net cash used in financing activities		(338,365	)		(715,669	)
Effect of exchange rates on cash		557			(1,958	)
Net (decrease) increase in cash and cash equivalents		(170,082	)		92,969
Cash and cash equivalents at beginning of period		629,848			536,879
Cash and cash equivalents at end of period	$	459,766		$	629,848

WEBMD HEALTH CORP.
CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMPANY STOCKHOLDERS
(In thousands, except per share data, unaudited)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Amounts Attributable to Company Stockholders:
Numerator:
Income from continuing operations — Basic (a)	$	62,751		$	5,611		$	66,231		$	465,725
Interest expense on 1.75% convertible notes, net of tax		876			—			3,714			4,600
Interest expense on 31/8% convertible notes, net of tax		2,472			—			—			11,255
Effect of dilutive securities of subsidiary		(57	)		(288	)		(343	)		(587	)
Income from continuing operations — Diluted	$	66,042		$	5,323		$	69,602		$	480,993
Income from discontinued operations, net of tax —Basic(a)	$	34,176		$	2,046		$	49,727		$	94,498
Effect of dilutive securities of subsidiary		—			—			53			(27	)
Income from discontinued operations, net of tax —Diluted	$	34,176		$	2,046		$	49,780		$	94,471
Denominator:
Weighted-average shares — Basic		52,688			67,193			47,400			77,738
Employee stock options, restricted stock and warrants		4,470			592			2,265			1,414
1.75% Convertible notes		7,640			—			8,075			10,107
31/8% Convertible notes		7,147			—			—			8,565
Adjusted weighted-average shares after assumed conversions — Diluted		71,945			67,785			57,740			97,824
Basic income per common share:
Income from continuing operations	$	1.19		$	0.08		$	1.40		$	5.99
Income from discontinued operations		0.65			0.03			1.05			1.22
Net income attributable to Company stockholders	$	1.84		$	0.11		$	2.45		$	7.21
Diluted income per common share:
Income from continuing operations	$	0.92		$	0.08		$	1.21		$	4.92
Income from discontinued operations		0.47			0.03			0.86			0.96
Net income attributable to Company stockholders	$	1.39		$	0.11		$	2.07		$	5.88

(a) Adjusted for the effect of non-vested restricted stock if dilutive to income per common share

     For the prior year periods, weighted-average shares outstanding used in computing income per common share have been adjusted by multiplying the historical weighted-average shares outstanding for HLTH Corporation by the 0.4444 exchange ratio in the Merger. Additionally, basic and diluted income per common share have been recalculated to reflect the adjusted weighted-average shares outstanding for the prior year periods presented. For the 2009 periods, these adjustments apply to the portion of each period prior to the completion of the Merger on October 23, 2009 and the actual outstanding shares were used following the completion of the Merger.

EX-99.3

Exhibit 99.3

FINANCIAL GUIDANCE SUMMARY

WebMD Health Corp

2010 Financial Guidance

(in millions, except per share amounts)

	Year Ended			Year Ended
	December 31, 2009			December 31, 2010
	Actuals			Guidance Range
Revenue	$	438.5		$	510.0		$	525.0
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	112.3		$	150.0		$	158.0
Adjusted EBITDA per diluted common share	$	1.94		$	2.27		$	2.39
Interest, taxes, non-cash and other items (b)
Interest income		9.2			11.0			12.0
Interest expense		(23.5	)		(19.0	)		(18.0	)
Depreciation and amortization		(28.2	)		(30.0	)		(28.0	)
Non-cash stock-based compensation		(39.4	)		(33.0	)		(31.0	)
Non-cash advertising		(1.8	)		—			—
Severance and other transaction expenses		(11.1	)		—			—
Gain on repurchases of convertible notes		10.1			—			—
Other expenses, net		(1.4	)		—			—
Consolidated pre-tax income from continuing operations		26.2			79.0			93.0
Income tax benefit (provision)		45.5			(34.0	)		(40.0	)
Consolidated income from continuing operations		71.7			45.0			53.0
Income attributable to noncontrolling interest		(4.7	)		—			—
Income from continuing operations	$	67.0		$	45.0		$	53.0
Income from continuing operations per share
Basic	$	1.40		$	0.79		$	0.93
Diluted	$	1.21		$	0.68		$	0.80
Weighted-average shares outstanding used in computing income from continuing operations per common share:
Basic		47.4			57.0			57.0
Diluted		57.7			66.0			66.0

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to consolidated income from continuing operations

Additional information regarding forecast for first quarter of 2010:

• Revenue is forecasted to be approximately $103 to $106 in quarter ending March 31, 2010

• Adjusted EBITDA as a percentage of revenue is forecasted to be approximately 21.5% to 22.5% in quarter ending March 31, 2010

• Net Income as a percentage of revenue is forecasted to be approximately 2% to 3.5% in quarter ending March 31, 2010

Additional information regarding full year 2010 forecast:

• Income tax rate for 2010 is forecasted to be approximately 43% of pretax income.

• The distribution of the annual revenue is expected to be approximately 83% public portal advertising and sponsorship and 17% private portal services. Quarterly revenue distributions may vary from this annual estimate

• 2010 guidance excludes any gains or losses related to repurchase of convertible notes.

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, “consolidated income (loss) from continuing operations” or “net (loss) income attributable to Company stockholders” calculated in accordance with GAAP. The accompanying financial tables include reconciliations of non-GAAP financial measures to GAAP financial measures. We also sometimes refer to: “Adjusted EBITDA margin” which, for any specified period, is calculated as the percent of revenue (calculated in accordance with GAAP) that “Adjusted EBITDA” represents; and “Adjusted EBITDA margin on incremental revenue” which, for any specified period-to-period comparison, is calculated as the percent of the difference in revenue (calculated in accordance with GAAP) between the periods that the difference in “Adjusted EBITDA” between the periods represents.

     Adjusted EBITDA is used by our management as an additional measure of our company’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 our management identify additional trends in our company’s financial results that may not be shown solely by period-to-period comparisons of consolidated income (loss) from continuing operations or net (loss) income attributable to Company stockholders. In addition, we use Adjusted EBITDA in the incentive compensation programs applicable to many of our employees in order to evaluate our company’s performance. Our 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 (loss) from continuing operations or net (loss) income attributable to Company 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 (loss) from continuing operations or to net (loss) income attributable to Company stockholders that accompany our press releases and disclosure documents containing non-GAAP financial measures, including the reconciliations contained in the accompanying financial tables.

     We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to consolidated income (loss) from continuing operations or to net (loss) income attributable to Company stockholders, helps investors make comparisons between our company 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 our company with other public companies and is not intended as a substitute for comparisons based on “consolidated income (loss) from continuing operations” or “net (loss) income attributable to Company 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 us from Adjusted EBITDA but included in consolidated 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. We exclude depreciation and amortization expense from Adjusted EBITDA because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our 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, we believe that 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. We believe 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 (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our 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, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our 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 Consolidated Statement of Operations are summarized as follows:

	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Non-cash stock-based compensation included in:
Cost of operations	$	(1,802	)	$	(888	)	$	(6,723	)	$	(3,818	)
Sales and marketing	$	(2,570	)	$	11		$	(8,069	)	$	(3,591	)
General and administrative	$	(7,257	)	$	(4,899	)	$	(24,620	)	$	(17,223	)
Income (loss) from discontinued operations	$	(39	)	$	(194	)	$	(693	)	$	(1,600	)

• 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 in 2000. The advertising was available only on various Newscorp properties, primarily its television network and cable channels, without any cash cost to us and expired in 2009. We exclude 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 we may otherwise incur and (iii) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that we derived 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 $5,097 for the years ended December 31, 2009 and 2008, respectively, and $3,361 for the three months ended December 31, 2008. There were no non-cash advertising expenses for the three months ended December 31, 2009.

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• Interest Income and Expense. Interest income is associated with the level of marketable debt securities and other interest bearing accounts in which we invest, as well as with interest expense arising from our company’s capital structure (including non-cash interest expense relating to our convertible notes). Interest income and expense varies over time due to a variety of financing transactions and due to acquisitions and divestitures that we have entered into or may enter into in the future. We have, in the past, issued convertible debentures, repurchased shares in cash tender offers and repurchased shares and convertible debentures through other repurchase transactions, and completed the divestiture of certain businesses. We exclude interest income and interest expense from Adjusted EBITDA (i) because these items are not directly attributable to the performance of our 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. The following provides detail of the components of interest expense of our convertible notes:

	Three Months Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
Non-cash interest expense
1.75% Convertible Notes	$	(302	)	$	(390	)	$	(1,272	)	$	(1,542	)
31/8% Convertible Notes	$	(2,166	)	$	(2,415	)	$	(8,933	)	$	(9,386	)
Cash interest expense
1.75% Convertible Notes	$	(1,158	)	$	(1,531	)	$	(4,918	)	$	(6,125	)
31/8% Convertible Notes	$	(1,956	)	$	(2,344	)	$	(8,310	)	$	(9,375	)

• Income Tax Provision (Benefit). We maintain a valuation allowance on a portion of our net deferred tax assets including our net operating loss carryforwards, the amount of which may change from quarter to quarter based on factors that are not directly related to our 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, our income tax expense can fluctuate significantly from period to period in a manner not directly related to our operating performance. We exclude the income tax provision (benefit) from Adjusted EBITDA (i) because we believe that the income tax provision (benefit) is not directly attributable to the underlying performance of our 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. We engage in other activities and transactions that can impact our overall consolidated income (loss) 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 merger of HLTH Corporation into our company in 2009 and, in the prior year, relating to consideration of strategic alternatives, (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) restructuring charge. We exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our 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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