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

July 31, 2007

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))

          All statements contained in this Current Report, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers and strategic partners; difficulties in integrating acquired businesses; 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.

Item 2.02. Results of Operations and Financial Condition

     On July 31, 2007, we issued a press release announcing our results for the quarter ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied the press release. Exhibit 99.4 to this Current Report contains an Annex to the press release entitled “Explanation of Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall any of those exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

     Exhibit 99.3 to this Current Report includes forward-looking financial information that accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced conference call with investors and analysts to be held by WebMD and HLTH Corporation at 4:45 p.m., Eastern time, today (July 31, 2007). The call can be accessed at www.wbmd.com (in the “Investor Relations” section) or at www.hlth.com (in the “About HLTH” section) at that time. A replay of the call will be available at the same web addresses. 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

(c) Exhibits

          The following exhibits are furnished herewith:

99.1	Press Release, dated July 31, 2007, regarding the Registrant’s results for the quarter ended June 30, 2007
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3

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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: July 31, 2007	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 July 31, 2007, regarding the Registrant’s results for the quarter ended June 30, 2007
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary accompanying Exhibit 99.1
99.4	Annex A to Exhibits 99.1 through 99.3

EX-99.1 2 g08647exv99w1.htm EX-99.1 PRESS RELEASE DATED JULY 31, 2007

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@webmd.net	jnewman@webmd.net
212-624-3817	212-624-3912

WebMD Announces Second Quarter Financial Results

Revenue Increases 39%, Adjusted EBITDA Increases 58%

Net Income Increases To $0.09 Per Share From Loss of $(0.02) Last Year

Traffic Grows 32% to 40 Million Unique Monthly Users

WebMD Names Anthony Vuolo COO and Mark Funston CFO

New York, NY (July 31, 2007) — WebMD Health Corp. (NASDAQ: WBMD) today announced financial results for the three months ended June 30, 2007.

Wayne Gattinella, President and Chief Executive Officer of WebMD, said: “Our second quarter operating results demonstrate the strong progress that we are continuing to make towards delivering on the Company’s overall strategic plan. We are making the investments necessary to extend our leadership position and deliver the products and capabilities that will position us to continue to achieve substantial long term revenue growth and margin expansion. I am very enthusiastic about the opportunities ahead.”

Financial Summary
Revenue for the second quarter was $78.5 million compared to $56.6 million last year, an increase of 39%. Earnings before interest, taxes, depreciation, amortization, and other non-cash items (“Adjusted EBITDA”) for the second quarter increased 58% to $15.2 million or $0.25 per share compared to $9.6 million or $0.17 per share last year. Net income for the second quarter was $5.4 million or $0.09 per share compared to a net loss of $(853,000) or $(0.02) per share last year.

As of June 30, 2007, WebMD had approximately $240 million of cash and investments.

Operating Highlights
Online Services segment revenue was $72.9 million for the second quarter compared to $49.6 million last year, an increase of 47%. Advertising and sponsorship revenue increased 45% to $52.4 million. Private portal licensing revenue increased 61% to $19.8 million. Online Services segment Adjusted EBITDA increased 56% to $14.0 million compared to $9.0 million last year.

The WebMD Health Network continued to expand with the average number of unique users reaching 40.3 million per month and total traffic of 890 million page views during the second quarter, increases of 32% and 25%, respectively, from a year ago. Excluding the traffic from the previously disclosed terminated AOL agreement in both the June 2007 and 2006 quarters, the average monthly unique users of the WebMD Health Network increased 40% and page view

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traffic increased 30%. In the second quarter, 760,000 continuing medical education (CME) programs were completed on the WebMD Health Professional Network, an increase of 55% from the prior year period.

WebMD continued to expand its base of large employers and health plans utilizing its private Health and Benefits portals during the second quarter, bringing total platform customers to 108 from 82 a year ago. New customers utilizing its platform include MVP Health Care, Inc., Select Health, Inc. and Principal Financial Group, Inc. Additionally, WebMD implemented its integrated WebMD Health Coaching platform for both University of Utah and Deere & Company, providing them with a new suite of online and telephonic lifestyle management programs designed to reduce modifiable health risk behaviors across their employee populations.

Publishing and Other Services segment revenue was $5.6 million for the second quarter compared to $7.0 million last year. The decline in publishing and other revenue was due to the Company’s previous decision to discontinue its offline CME product which contributed $1.7 million in revenue last year. Publishing and Other Services segment Adjusted EBITDA was $1.1 million compared to a $593,000 in the prior year period.

WebMD Names Anthony Vuolo COO and Mark Funston CFO
The Company announced changes in its senior management organization in order to better position the Company to capitalize on the significant growth opportunities it sees in the marketplace. Effective immediately, Tony Vuolo, currently Chief Financial Officer, will assume the new position of Chief Operating Officer of WebMD. Mark Funston, currently CFO of HLTH Corporation, WebMD’s parent company, will assume the additional responsibilities of Chief Financial Officer of WebMD, effective August 11, 2007.

Wayne Gattinella, President and Chief Executive Officer of WebMD, said: “We are making these changes in order to ensure that we have the right management infrastructure in place to support our growth for the future. Tony will concentrate on providing the internal operating oversight, allowing me to focus on the numerous opportunities to further accelerate our future growth. In addition, I look forward to having the opportunity to work closely with Mark Funston at this exciting time in our company’s evolution.”

Financial Guidance for 2007
WebMD reaffirmed its revenue guidance for the last six months of 2007.

WebMD increased its guidance for Adjusted EBITDA for the last six months of 2007 to reflect expected higher margin on incremental revenue resulting from acceleration of benefits from its infrastructure investments and acquisition synergies.

WebMD also increased its guidance for net income for the last six months of 2007 to reflect the increase in Adjusted EBITDA, and its expectations for higher interest income and lower non cash stock compensation expense, offset in part by higher income tax expense resulting from the current year impact of non cash income tax expense related to a deferred tax liability associated with tax deductible goodwill amortization.

Including the results for the second quarter announced today, the company expects full year 2007 results of:

• Revenue of $343 million to $355 million, an increase of 35% to 40% over 2006

• Adjusted EBITDA of $82 million to $88 million, or $1.37 to $1.47 per share, an increase of 55% to 66% over 2006, and

• Net income of $30 million to $36 million, or $0.49 to $0.59 per share, as compared to net income of $2.5 million or $0.04 per share in 2006

A schedule outlining WebMD’s updated financial guidance is attached to this press release.

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Analyst and Investor Conference Call
As previously announced, WebMD and its parent company, HLTH Corporation, will hold a conference call with investors and analysts to discuss their respective second quarter results at 4:45 pm (Eastern time) on July 31, 2007. 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. WebMD Health Corp. is a subsidiary of HLTH Corporation (NASDAQ: HLTH).

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

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers and strategic partners; difficulties in integrating acquired businesses; 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.

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WebMD^®, WebMD Health^®, Medscape^®, eMedicine^®, MedicineNet^®, RxList^{® ;}, Subimo^®, Medsite^®, The Little Blue Book^® and Summex^®, are trademarks of WebMD Health Corp. or its subsidiaries.

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EX-99.2 3 g08647exv99w2.htm EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1

Exhibit 99.2

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

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2007		2006			2007		2006
Revenue	$	78,479	$	56,612		$	151,441	$	106,663
Costs and expenses:
Cost of operations		29,956		25,716			59,619		50,426
Sales and marketing		21,929		16,932			44,799		32,469
General and administrative		15,981		12,565			31,486		24,455
Depreciation and amortization		6,942		4,013			12,935		7,542
Interest income		3,051		1,468			5,036		2,916
Income (loss) before income tax provision		6,722		(1,146	)		7,638		(5,313	)
Income tax provision (benefit)		1,332		(293	)		1,542		(1,401	)
Net income (loss)	$	5,390	$	(853	)	$	6,096	$	(3,912	)
Net income (loss) per common share:
Basic	$	0.09	$	(0.02	)	$	0.11	$	(0.07	)
Diluted	$	0.09	$	(0.02	)	$	0.10	$	(0.07	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,071		56,054			57,023		56,054
Diluted		59,748		56,054			59,689		56,054

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenue
Online Services:
Advertising and sponsorship	$	52,436		$	36,219		$	99,857		$	68,979
Licensing		19,799			12,304			39,914			23,746
Content syndication and other		653			1,096			1,537			1,972
Total Online Services		72,888			49,619			141,308			94,697
Publishing and Other Services		5,591			6,993			10,133			11,966
	$	78,479		$	56,612		$	151,441		$	106,663
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a)
Online Services	$	14,042		$	9,006		$	27,034		$	16,867
Publishing and Other Services		1,113			593			728			(741	)
		15,155			9,599			27,762			16,126
Adjusted EBITDA per basic common share	$	0.27		$	0.17		$	0.49		$	0.29
Adjusted EBITDA per diluted common share (c)	$	0.25		$	0.17		$	0.47		$	0.28
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		3,051			1,468			5,036			2,916
Depreciation and amortization		(6,942	)		(4,013	)		(12,935	)		(7,542	)
Non-cash advertising		—			(1,189	)		(2,320	)		(2,794	)
Non-cash stock-based compensation		(4,542	)		(7,011	)		(9,905	)		(14,019	)
Income tax (provision) benefit		(1,332	)		293			(1,542	)		1,401
Net income (loss)	$	5,390		$	(853	)	$	6,096		$	(3,912	)
Net income (loss) per common share:
Basic	$	0.09		$	(0.02	)	$	0.11		$	(0.07	)
Diluted	$	0.09		$	(0.02	)	$	0.10		$	(0.07	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,071			56,054			57,023			56,054
Diluted		59,748			56,054			59,689			56,054

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to net income
(c)	Three and six months ended June 30, 2006 Adjusted EBITDA per share is calculated based on 58,092 and 57,905 diluted shares, respectively

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

	June 30,		December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	213,357	$	44,660
Short-term investments		26,900		9,490
Accounts receivable, net		81,933		89,652
Current portion of prepaid advertising		2,363		2,656
Due from HLTH		—		143,153
Other current assets		5,232		5,360
Total current assets		329,785		294,971
Property and equipment, net		48,071		44,709
Prepaid advertising		7,433		9,459
Goodwill		221,356		225,028
Intangible assets, net		42,835		45,268
Other assets		499		530
	$	649,979	$	619,965
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	24,459	$	32,846
Deferred revenue		88,251		77,731
Due to HLTH		4,259		—
Total current liabilities		116,969		110,577
Deferred tax liability		5,944		5,367
Other long-term liabilities		9,655		7,912
Stockholders’ equity		517,411		496,109
	$	649,979	$	619,965

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

	Six Months Ended
	June 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	6,096		$	(3,912	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		12,935			7,542
Non-cash advertising		2,320			2,794
Non-cash stock-based compensation		9,905			14,019
Deferred income taxes		577			(1,413	)
Changes in operating assets and liabilities:
Accounts receivable		7,719			4,221
Other assets		(44	)		(2,945	)
Accrued expenses and other long-term liabilities		(7,271	)		(1,364	)
Due (from) to HLTH		2,136			(667	)
Deferred revenue		10,519			9,984
Net cash provided by operating activities		44,892			28,259
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		95,256			171,000
Purchases of available-for-sale securities		(112,667	)		(192,000	)
Purchases of property and equipment		(9,764	)		(12,775	)
Cash paid in business combinations, net of cash acquired		—			(65,568	)
Net cash used in investing activities		(27,175	)		(99,343	)
Cash flows from financing activities:
Proceeds from issuance of common stock		5,723			—
Net cash transfers with HLTH		145,257			—
Net cash provided by financing activities		150,980			—
Net increase (decrease) in cash and cash equivalents		168,697			(71,084	)
Cash and cash equivalents at beginning of period		44,660			75,704
Cash and cash equivalents at end of period	$	213,357		$	4,620

EX-99.3 4 g08647exv99w3.htm EX-99.3 FINANCIAL GUIDANCE SUMMARY ACCOMPANYING EXHIBIT 99.1

Exhibit 99.3

WEBMD HEALTH CORP.
2007 FINANCIAL GUIDANCE SUMMARY
(in millions, except per share amounts)

	Quarter Ended			Quarter Ended			Quarter Ended						Quarter Ended						Year Ended
	March 31, 2007			June 30, 2007			September 30, 2007						December 31, 2007						December 31, 2007
	Actual			Actual			Range						Range						Range
Revenue	$	73.0		$	78.5		$	89.0		$	94.0		$	102.0		$	109.0		$	342.5		$	354.5
Earnings before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a)		12.6			15.2			22.0			24.5			32.5			36.0			82.3			88.3
Adjusted EBITDA per diluted common share	$	0.21		$	0.25		$	0.37		$	0.41		$	0.54		$	0.60		$	1.37		$	1.47
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		2.0			3.1			3.3			3.1			3.4			3.2			11.8			11.4
Depreciation and amortization		(6.0	)		(6.9	)		(7.4	)		(7.2	)		(7.6	)		(7.2	)		(27.9	)		(27.3	)
Non-cash advertising		(2.3	)		—			(0.5	)		(0.3	)		(2.9	)		(2.7	)		(5.7	)		(5.3	)
Non-cash stock-based compensation		(5.4	)		(4.5	)		(6.2	)		(6.0	)		(5.0	)		(4.8	)		(21.1	)		(20.7	)
Income tax provision		(0.2	)		(1.3	)		(3.0	)		(3.5	)		(5.2	)		(5.6	)		(9.7	)		(10.6	)
Net income	$	0.7		$	5.4		$	8.2		$	10.6		$	15.2		$	18.9		$	29.5		$	35.6
Net income per common share:
Basic	$	0.01		$	0.09		$	0.14		$	0.19		$	0.27		$	0.33		$	0.52		$	0.62
Diluted	$	0.01		$	0.09		$	0.14		$	0.18		$	0.25		$	0.32		$	0.49		$	0.59
Weighted-average shares outstanding used in computing net income per common share:
Basic		57.0			57.1			57.1			57.1			57.1			57.1			57.1			57.1
Diluted		59.6			59.7			60.0			60.0			60.0			60.0			60.0			60.0

(a) See Annex A — Explanation of Non-GAAP Financial Measures

(b) Reconciliation of Adjusted EBITDA to net income

EX-99.4 5 g08647exv99w4.htm EX-99.4 ANNEX A TO EXHIBITS 99.1 THROUGH 99.3

Exhibit 99.4

ANNEX A

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

     The accompanying WebMD Health Corp. press release includes 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, “net income” calculated in accordance with GAAP. The tables and the financial guidance summary attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

     Adjusted EBITDA is used by WebMD’s management as an additional measure of WebMD’s overall performance and its reporting segments’ performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help WebMD’s management identify additional trends in WebMD’s and its reporting segments’ financial results that may not be shown solely by period-to-period comparisons of net income. 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 net income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income included in the tables and the financial guidance summary 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 net income, 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 “net income” calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and net income 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 net income/(loss):

• 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 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						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Non-cash stock-based compensation included in:
Cost of operations	$	(984	)	$	(2,432	)	$	(2,562	)	$	(4,749	)
Sales and marketing	$	(1,379	)	$	(1,524	)	$	(2,637	)	$	(3,012	)
General and administrative	$	(2,179	)	$	(3,055	)	$	(4,706	)	$	(6,258	)

• 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 is available only on various Newscorp properties, primarily its television network and cable channels without any cash cost to WebMD. The amount of advertising that can be used in any year is subject to annual contractual limitation and expires in 2010. WebMD does not incur any other cash expenses related to airing of television advertising. 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, (iii) because WebMD has not and believes it will not incur cash expenses relating to television advertising in the future and (iv) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that WebMD derives some benefit from such

2

advertising and that such expenses will recur in the future. Non-cash advertising expenses included in the Consolidated Statement of Operations in Sales and Marketing expense were $0 and $1,189 for the three months ended June 30, 2007 and 2006, respectively, and $2,320 and $2,794 for the six months ended June 30, 2007 and 2006, respectively.

• 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 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 these items 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 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. WebMD had a net operating loss (NOL) carryforward of approximately $240,000 as of the year ended December 31, 2006. Due to a limited history of generating taxable income, WebMD maintains a full valuation allowance on these NOL carryforwards. As WebMD uses these NOL carryforwards, the related valuation allowances are reversed through the income statement. The timing of such reversals is not 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 from Adjusted EBITDA (i) because it believes that the income tax provision 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 will recur in future periods.

3

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EX-99.1

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@webmd.net	jnewman@webmd.net
212-624-3817	212-624-3912

WebMD Announces Second Quarter Financial Results

Revenue Increases 39%, Adjusted EBITDA Increases 58%

Net Income Increases To $0.09 Per Share From Loss of $(0.02) Last Year

Traffic Grows 32% to 40 Million Unique Monthly Users

WebMD Names Anthony Vuolo COO and Mark Funston CFO

New York, NY (July 31, 2007) — WebMD Health Corp. (NASDAQ: WBMD) today announced financial results for the three months ended June 30, 2007.

Wayne Gattinella, President and Chief Executive Officer of WebMD, said: “Our second quarter operating results demonstrate the strong progress that we are continuing to make towards delivering on the Company’s overall strategic plan. We are making the investments necessary to extend our leadership position and deliver the products and capabilities that will position us to continue to achieve substantial long term revenue growth and margin expansion. I am very enthusiastic about the opportunities ahead.”

Financial Summary
Revenue for the second quarter was $78.5 million compared to $56.6 million last year, an increase of 39%. Earnings before interest, taxes, depreciation, amortization, and other non-cash items (“Adjusted EBITDA”) for the second quarter increased 58% to $15.2 million or $0.25 per share compared to $9.6 million or $0.17 per share last year. Net income for the second quarter was $5.4 million or $0.09 per share compared to a net loss of $(853,000) or $(0.02) per share last year.

As of June 30, 2007, WebMD had approximately $240 million of cash and investments.

Operating Highlights
Online Services segment revenue was $72.9 million for the second quarter compared to $49.6 million last year, an increase of 47%. Advertising and sponsorship revenue increased 45% to $52.4 million. Private portal licensing revenue increased 61% to $19.8 million. Online Services segment Adjusted EBITDA increased 56% to $14.0 million compared to $9.0 million last year.

The WebMD Health Network continued to expand with the average number of unique users reaching 40.3 million per month and total traffic of 890 million page views during the second quarter, increases of 32% and 25%, respectively, from a year ago. Excluding the traffic from the previously disclosed terminated AOL agreement in both the June 2007 and 2006 quarters, the average monthly unique users of the WebMD Health Network increased 40% and page view

1

traffic increased 30%. In the second quarter, 760,000 continuing medical education (CME) programs were completed on the WebMD Health Professional Network, an increase of 55% from the prior year period.

WebMD continued to expand its base of large employers and health plans utilizing its private Health and Benefits portals during the second quarter, bringing total platform customers to 108 from 82 a year ago. New customers utilizing its platform include MVP Health Care, Inc., Select Health, Inc. and Principal Financial Group, Inc. Additionally, WebMD implemented its integrated WebMD Health Coaching platform for both University of Utah and Deere & Company, providing them with a new suite of online and telephonic lifestyle management programs designed to reduce modifiable health risk behaviors across their employee populations.

Publishing and Other Services segment revenue was $5.6 million for the second quarter compared to $7.0 million last year. The decline in publishing and other revenue was due to the Company’s previous decision to discontinue its offline CME product which contributed $1.7 million in revenue last year. Publishing and Other Services segment Adjusted EBITDA was $1.1 million compared to a $593,000 in the prior year period.

WebMD Names Anthony Vuolo COO and Mark Funston CFO
The Company announced changes in its senior management organization in order to better position the Company to capitalize on the significant growth opportunities it sees in the marketplace. Effective immediately, Tony Vuolo, currently Chief Financial Officer, will assume the new position of Chief Operating Officer of WebMD. Mark Funston, currently CFO of HLTH Corporation, WebMD’s parent company, will assume the additional responsibilities of Chief Financial Officer of WebMD, effective August 11, 2007.

Wayne Gattinella, President and Chief Executive Officer of WebMD, said: “We are making these changes in order to ensure that we have the right management infrastructure in place to support our growth for the future. Tony will concentrate on providing the internal operating oversight, allowing me to focus on the numerous opportunities to further accelerate our future growth. In addition, I look forward to having the opportunity to work closely with Mark Funston at this exciting time in our company’s evolution.”

Financial Guidance for 2007
WebMD reaffirmed its revenue guidance for the last six months of 2007.

WebMD increased its guidance for Adjusted EBITDA for the last six months of 2007 to reflect expected higher margin on incremental revenue resulting from acceleration of benefits from its infrastructure investments and acquisition synergies.

WebMD also increased its guidance for net income for the last six months of 2007 to reflect the increase in Adjusted EBITDA, and its expectations for higher interest income and lower non cash stock compensation expense, offset in part by higher income tax expense resulting from the current year impact of non cash income tax expense related to a deferred tax liability associated with tax deductible goodwill amortization.

Including the results for the second quarter announced today, the company expects full year 2007 results of:

• Revenue of $343 million to $355 million, an increase of 35% to 40% over 2006

• Adjusted EBITDA of $82 million to $88 million, or $1.37 to $1.47 per share, an increase of 55% to 66% over 2006, and

• Net income of $30 million to $36 million, or $0.49 to $0.59 per share, as compared to net income of $2.5 million or $0.04 per share in 2006

A schedule outlining WebMD’s updated financial guidance is attached to this press release.

2

Analyst and Investor Conference Call
As previously announced, WebMD and its parent company, HLTH Corporation, will hold a conference call with investors and analysts to discuss their respective second quarter results at 4:45 pm (Eastern time) on July 31, 2007. 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. WebMD Health Corp. is a subsidiary of HLTH Corporation (NASDAQ: HLTH).

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

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

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers and strategic partners; difficulties in integrating acquired businesses; 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^®, WebMD Health^®, Medscape^®, eMedicine^®, MedicineNet^®, RxList^{® ;}, Subimo^®, Medsite^®, The Little Blue Book^® and Summex^®, are trademarks of WebMD Health Corp. or its subsidiaries.

3

EX-99.2

Exhibit 99.2

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

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2007		2006			2007		2006
Revenue	$	78,479	$	56,612		$	151,441	$	106,663
Costs and expenses:
Cost of operations		29,956		25,716			59,619		50,426
Sales and marketing		21,929		16,932			44,799		32,469
General and administrative		15,981		12,565			31,486		24,455
Depreciation and amortization		6,942		4,013			12,935		7,542
Interest income		3,051		1,468			5,036		2,916
Income (loss) before income tax provision		6,722		(1,146	)		7,638		(5,313	)
Income tax provision (benefit)		1,332		(293	)		1,542		(1,401	)
Net income (loss)	$	5,390	$	(853	)	$	6,096	$	(3,912	)
Net income (loss) per common share:
Basic	$	0.09	$	(0.02	)	$	0.11	$	(0.07	)
Diluted	$	0.09	$	(0.02	)	$	0.10	$	(0.07	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,071		56,054			57,023		56,054
Diluted		59,748		56,054			59,689		56,054

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenue
Online Services:
Advertising and sponsorship	$	52,436		$	36,219		$	99,857		$	68,979
Licensing		19,799			12,304			39,914			23,746
Content syndication and other		653			1,096			1,537			1,972
Total Online Services		72,888			49,619			141,308			94,697
Publishing and Other Services		5,591			6,993			10,133			11,966
	$	78,479		$	56,612		$	151,441		$	106,663
Earnings (loss) before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a)
Online Services	$	14,042		$	9,006		$	27,034		$	16,867
Publishing and Other Services		1,113			593			728			(741	)
		15,155			9,599			27,762			16,126
Adjusted EBITDA per basic common share	$	0.27		$	0.17		$	0.49		$	0.29
Adjusted EBITDA per diluted common share (c)	$	0.25		$	0.17		$	0.47		$	0.28
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		3,051			1,468			5,036			2,916
Depreciation and amortization		(6,942	)		(4,013	)		(12,935	)		(7,542	)
Non-cash advertising		—			(1,189	)		(2,320	)		(2,794	)
Non-cash stock-based compensation		(4,542	)		(7,011	)		(9,905	)		(14,019	)
Income tax (provision) benefit		(1,332	)		293			(1,542	)		1,401
Net income (loss)	$	5,390		$	(853	)	$	6,096		$	(3,912	)
Net income (loss) per common share:
Basic	$	0.09		$	(0.02	)	$	0.11		$	(0.07	)
Diluted	$	0.09		$	(0.02	)	$	0.10		$	(0.07	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,071			56,054			57,023			56,054
Diluted		59,748			56,054			59,689			56,054

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to net income
(c)	Three and six months ended June 30, 2006 Adjusted EBITDA per share is calculated based on 58,092 and 57,905 diluted shares, respectively

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

	June 30,		December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	213,357	$	44,660
Short-term investments		26,900		9,490
Accounts receivable, net		81,933		89,652
Current portion of prepaid advertising		2,363		2,656
Due from HLTH		—		143,153
Other current assets		5,232		5,360
Total current assets		329,785		294,971
Property and equipment, net		48,071		44,709
Prepaid advertising		7,433		9,459
Goodwill		221,356		225,028
Intangible assets, net		42,835		45,268
Other assets		499		530
	$	649,979	$	619,965
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	24,459	$	32,846
Deferred revenue		88,251		77,731
Due to HLTH		4,259		—
Total current liabilities		116,969		110,577
Deferred tax liability		5,944		5,367
Other long-term liabilities		9,655		7,912
Stockholders’ equity		517,411		496,109
	$	649,979	$	619,965

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

	Six Months Ended
	June 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	6,096		$	(3,912	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		12,935			7,542
Non-cash advertising		2,320			2,794
Non-cash stock-based compensation		9,905			14,019
Deferred income taxes		577			(1,413	)
Changes in operating assets and liabilities:
Accounts receivable		7,719			4,221
Other assets		(44	)		(2,945	)
Accrued expenses and other long-term liabilities		(7,271	)		(1,364	)
Due (from) to HLTH		2,136			(667	)
Deferred revenue		10,519			9,984
Net cash provided by operating activities		44,892			28,259
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		95,256			171,000
Purchases of available-for-sale securities		(112,667	)		(192,000	)
Purchases of property and equipment		(9,764	)		(12,775	)
Cash paid in business combinations, net of cash acquired		—			(65,568	)
Net cash used in investing activities		(27,175	)		(99,343	)
Cash flows from financing activities:
Proceeds from issuance of common stock		5,723			—
Net cash transfers with HLTH		145,257			—
Net cash provided by financing activities		150,980			—
Net increase (decrease) in cash and cash equivalents		168,697			(71,084	)
Cash and cash equivalents at beginning of period		44,660			75,704
Cash and cash equivalents at end of period	$	213,357		$	4,620

EX-99.3

Exhibit 99.3

WEBMD HEALTH CORP.
2007 FINANCIAL GUIDANCE SUMMARY
(in millions, except per share amounts)

	Quarter Ended			Quarter Ended			Quarter Ended						Quarter Ended						Year Ended
	March 31, 2007			June 30, 2007			September 30, 2007						December 31, 2007						December 31, 2007
	Actual			Actual			Range						Range						Range
Revenue	$	73.0		$	78.5		$	89.0		$	94.0		$	102.0		$	109.0		$	342.5		$	354.5
Earnings before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a)		12.6			15.2			22.0			24.5			32.5			36.0			82.3			88.3
Adjusted EBITDA per diluted common share	$	0.21		$	0.25		$	0.37		$	0.41		$	0.54		$	0.60		$	1.37		$	1.47
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		2.0			3.1			3.3			3.1			3.4			3.2			11.8			11.4
Depreciation and amortization		(6.0	)		(6.9	)		(7.4	)		(7.2	)		(7.6	)		(7.2	)		(27.9	)		(27.3	)
Non-cash advertising		(2.3	)		—			(0.5	)		(0.3	)		(2.9	)		(2.7	)		(5.7	)		(5.3	)
Non-cash stock-based compensation		(5.4	)		(4.5	)		(6.2	)		(6.0	)		(5.0	)		(4.8	)		(21.1	)		(20.7	)
Income tax provision		(0.2	)		(1.3	)		(3.0	)		(3.5	)		(5.2	)		(5.6	)		(9.7	)		(10.6	)
Net income	$	0.7		$	5.4		$	8.2		$	10.6		$	15.2		$	18.9		$	29.5		$	35.6
Net income per common share:
Basic	$	0.01		$	0.09		$	0.14		$	0.19		$	0.27		$	0.33		$	0.52		$	0.62
Diluted	$	0.01		$	0.09		$	0.14		$	0.18		$	0.25		$	0.32		$	0.49		$	0.59
Weighted-average shares outstanding used in computing net income per common share:
Basic		57.0			57.1			57.1			57.1			57.1			57.1			57.1			57.1
Diluted		59.6			59.7			60.0			60.0			60.0			60.0			60.0			60.0

(a) See Annex A — Explanation of Non-GAAP Financial Measures

(b) Reconciliation of Adjusted EBITDA to net income

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 includes 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, “net income” calculated in accordance with GAAP. The tables and the financial guidance summary attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

     Adjusted EBITDA is used by WebMD’s management as an additional measure of WebMD’s overall performance and its reporting segments’ performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help WebMD’s management identify additional trends in WebMD’s and its reporting segments’ financial results that may not be shown solely by period-to-period comparisons of net income. 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 net income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income included in the tables and the financial guidance summary 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 net income, 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 “net income” calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and net income 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 net income/(loss):

• 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 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						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Non-cash stock-based compensation included in:
Cost of operations	$	(984	)	$	(2,432	)	$	(2,562	)	$	(4,749	)
Sales and marketing	$	(1,379	)	$	(1,524	)	$	(2,637	)	$	(3,012	)
General and administrative	$	(2,179	)	$	(3,055	)	$	(4,706	)	$	(6,258	)

• 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 is available only on various Newscorp properties, primarily its television network and cable channels without any cash cost to WebMD. The amount of advertising that can be used in any year is subject to annual contractual limitation and expires in 2010. WebMD does not incur any other cash expenses related to airing of television advertising. 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, (iii) because WebMD has not and believes it will not incur cash expenses relating to television advertising in the future and (iv) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that WebMD derives some benefit from such

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advertising and that such expenses will recur in the future. Non-cash advertising expenses included in the Consolidated Statement of Operations in Sales and Marketing expense were $0 and $1,189 for the three months ended June 30, 2007 and 2006, respectively, and $2,320 and $2,794 for the six months ended June 30, 2007 and 2006, respectively.

• 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 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 these items 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 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. WebMD had a net operating loss (NOL) carryforward of approximately $240,000 as of the year ended December 31, 2006. Due to a limited history of generating taxable income, WebMD maintains a full valuation allowance on these NOL carryforwards. As WebMD uses these NOL carryforwards, the related valuation allowances are reversed through the income statement. The timing of such reversals is not 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 from Adjusted EBITDA (i) because it believes that the income tax provision 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 will recur in future periods.

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