10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2008
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from            to

Commission file number: 0-51547

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	20-2783228 (I.R.S. Employer Identification No.)
111 Eighth Avenue New York, New York (Address of principal executive office)	10011 (Zip code)

(212) 624-3700

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o     No þ

As of August 5, 2008, the Registrant had 9,546,570 shares of Class A Common Stock (including unvested shares of restricted WebMD Class A Common Stock) and 48,100,000 shares of Class B Common Stock outstanding.

WEBMD HEALTH CORP.

QUARTERLY REPORT ON FORM 10-Q
For the period ended June 30, 2008

TABLE OF CONTENTS

		Page
		Number
Forward-Looking Statements			3
PART I	Financial Information		4
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007		4
	Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007 (unaudited)		5
	Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007 (unaudited)		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		59
Item 4.	Controls and Procedures		59
PART II	Other Information		60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		60
Item 6.	Exhibits		60
Signatures			61
Exhibit Index			E-1
EX-10.1 LOAN AGREEMENT
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

WebMD^®, WebMD Health^®, Medscape^®, CME Circle^®, eMedicine^®, MedicineNet^®, theheart.org^®, RxList^®, The Little Blue Book^tm, Subimo^®, Summex^® and Medsite^® are among the trademarks of WebMD Health Corp. or its subsidiaries.

2

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be, forward-looking statements. For example, statements concerning projections, predictions, expectations, estimates or forecasts and statements that describe our objectives, future performance, plans or goals are, or may be, forward-looking statements. These forward-looking statements reflect management’s current expectations concerning future results and events and can generally be identified by the use of expressions such as “may,” “will,” “should,” “could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,” “estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases, as well as statements in the future tense.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. The following important risks and uncertainties could affect our future results, causing those results to differ materially from those expressed in our forward-looking statements:

•  failure to achieve sufficient levels of usage of our public portals;

•  failure to achieve sufficient levels of utilization and market acceptance of new and updated products and services;

•  difficulties in forming and maintaining relationships with customers and strategic partners;

•  the inability to successfully deploy new or updated applications or services;

•  the anticipated benefits from acquisitions not being fully realized or not being realized within the expected time frames;

•  the inability to attract and retain qualified personnel;

•  general economic, business or regulatory conditions affecting the healthcare, information technology, and Internet industries being less favorable than expected; and

•  the other risks and uncertainties described in this Quarterly Report on Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That May Affect Our Future Financial Condition or Results of Operations.”

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report. Except as required by law or regulation, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

3

PART I
FINANCIAL INFORMATION

ITEM 1.   Financial Statements

WEBMD HEALTH CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30,			December 31,
	2008			2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	186,490		$	213,753
Short-term investments		138,753			80,900
Accounts receivable, net of allowance for doubtful accounts of $1,091 at June 30, 2008 and $1,165 at December 31, 2007		68,865			86,081
Current portion of prepaid advertising		2,275			2,329
Due from HLTH		—			1,153
Other current assets		9,259			10,840
Total current assets		405,642			395,056
Property and equipment, net		46,554			48,589
Prepaid advertising		3,017			4,521
Goodwill		221,281			221,429
Intangible assets, net		31,323			36,314
Other assets		7,317			12,955
	$	715,134		$	718,864
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	20,203		$	26,498
Deferred revenue		87,401			76,401
Due to HLTH		72			—
Total current liabilities		107,676			102,899
Other long-term liabilities		8,890			9,210
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 50,000,000 shares authorized; no shares issued and outstanding		—			—
Class A Common Stock, $0.01 par value per share, 500,000,000 shares authorized; 9,259,060 shares issued and outstanding at June 30, 2008 and 9,113,708 shares issued and outstanding at December 31, 2007		93			91
Class B Common Stock, $0.01 par value per share, 150,000,000 shares authorized; 48,100,000 shares issued and outstanding at June 30, 2008 and December 31, 2007		481			481
Additional paid-in capital		541,220			531,043
Accumulated other comprehensive loss		(1,383	)		—
Retained earnings		58,157			75,140
Total stockholders’ equity		598,568			606,755
	$	715,134		$	718,864

See accompanying notes.

4

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2008		2007		2008			2007
Revenue	$	89,176	$	77,270	$	170,858		$	149,214
Costs and expenses:
Cost of operations		32,763		28,997		64,333			57,615
Sales and marketing		25,460		21,929		51,290			44,799
General and administrative		14,614		15,981		28,389			31,486
Impairment of auction rate securities		—		—		27,406			—
Depreciation and amortization		7,188		6,941		13,973			12,932
Interest income		2,350		3,051		5,803			5,036
Income (loss) from continuing operations before income tax provision		11,501		6,473		(8,730	)		7,418
Income tax provision		5,149		1,332		8,253			1,542
Income (loss) from continuing operations		6,352		5,141		(16,983	)		5,876
Income from discontinued operations, net of tax		—		249		—			220
Net income (loss)	$	6,352	$	5,390	$	(16,983	)	$	6,096
Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.11	$	0.09	$	(0.29	)	$	0.10
Income from discontinued operations		—		0.00		—			0.01
Net income (loss)	$	0.11	$	0.09	$	(0.29	)	$	0.11
Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.11	$	0.09	$	(0.29	)	$	0.10
Income from discontinued operations		—		0.00		—			0.00
Net income (loss)	$	0.11	$	0.09	$	(0.29	)	$	0.10
Weighted-average shares outstanding used in computing net income (loss) per common share:
Basic		57,693		57,071		57,664			57,023
Diluted		59,061		59,748		57,664			59,689

See accompanying notes.

5

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net (loss) income	$	(16,983	)	$	6,096
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Income from discontinued operations, net of tax		—			(220	)
Depreciation and amortization		13,973			12,932
Non-cash advertising		1,558			2,320
Non-cash stock-based compensation		7,200			9,905
Deferred income taxes		6,667			577
Impairment of auction rate securities		27,406			—
Changes in operating assets and liabilities:
Accounts receivable		17,216			7,719
Other assets		(1,394	)		74
Accrued expenses and other long-term liabilities		(5,131	)		(7,271	)
Due to HLTH		1,246			2,136
Deferred revenue		11,000			10,576
Net cash provided by continuing operations		62,758			44,844
Net cash provided by discontinued operations		—			48
Net cash provided by operating activities		62,758			44,892
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		41,300			95,256
Purchases of available-for-sale securities		(127,900	)		(112,667	)
Purchases of property and equipment		(6,946	)		(9,764	)
Cash received from sale of business and business combinations, net of fees		1,133			—
Net cash used in investing activities		(92,413	)		(27,175	)
Cash flows from financing activities:
Proceeds from issuance of common stock		2,392			5,723
Net cash transfers with HLTH		—			145,257
Net cash provided by financing activities		2,392			150,980
Net (decrease) increase in cash and cash equivalents		(27,263	)		168,697
Cash and cash equivalents at beginning of period		213,753			44,660
Cash and cash equivalents at end of period	$	186,490		$	213,357

See accompanying notes.

6

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data, unaudited)

1.  Summary of Significant Accounting Policies

Background and Basis of Presentation

WebMD Health Corp. (the “Company”) is a Delaware corporation that was incorporated on May 3, 2005. The Company completed an initial public offering (“IPO”) of Class A Common Stock on September 28, 2005. The Company’s Class A Common Stock has traded on the Nasdaq National Market under the symbol “WBMD” since September 29, 2005 and now trades on the Nasdaq Global Select Market. Prior to the date of the IPO, the Company was a wholly-owned subsidiary of HLTH Corporation (“HLTH”) and its consolidated financial statements had been derived from the consolidated financial statements and accounting records of HLTH, principally representing the WebMD segment, using the historical results of operations, and historical basis of assets and liabilities of the WebMD related businesses. Since the completion of the IPO, the Company has been a majority-owned subsidiary of HLTH, which currently owns 83.3% of the equity of the Company, after accounting for the impact of shares to be issued pursuant to the purchase agreement for the acquisition of Subimo, LLC. The Company’s Class A Common Stock has one vote per share, while the Company’s Class B Common Stock has five votes per share. As a result, the Company’s Class B Common Stock owned by HLTH represented, as of June 30, 2008, 96.2% of the combined voting power of the Company’s outstanding Common Stock.

Transactions between the Company and HLTH have been identified in these notes to the consolidated financial statements as Transactions with HLTH (see Note 4).

Interim Financial Statements

The unaudited consolidated financial statements of the Company have been prepared by management and reflect all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the three and six months ended June 30, 2008 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2008. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under the Securities and Exchange Commission’s rules and regulations.

The unaudited consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2007, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Seasonality

The timing of the Company’s revenue is affected by seasonal factors. Advertising and sponsorship revenue within the Online Services segment are seasonal, primarily as a result of the annual budget approval process of the advertising and sponsorship clients of the public portals. This portion of the Company’s revenue is usually the lowest in the first quarter of each calendar year, and increases during each consecutive quarter throughout the year. The Company’s private portal licensing revenue is historically highest in the second half of the year as new customers are typically added during this period in conjunction with their annual open enrollment periods for employee benefits. Finally, the annual distribution cycle within the Publishing and Other Services segment results in a significant portion of the Company’s revenue in this segment being recognized in the second and third quarters of each calendar year.

7

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities and disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect: revenue recognition, the allowance for doubtful accounts, the carrying value of prepaid advertising, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value of marketable securities, the amortization period of long-lived assets (excluding goodwill), the carrying value, capitalization and amortization of software and Web site development costs, the provision for income taxes and related deferred tax accounts, certain accrued expenses and contingencies, share-based compensation to employees and transactions with HLTH.

Net Income (Loss) Per Common Share

Basic and diluted net income (loss) per common share are presented in conformity with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share.” In accordance with SFAS No. 128, basic income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the periods presented. Diluted income (loss) per common share has been computed using the weighted-average number of shares of common stock outstanding during the periods, increased to give effect to potentially dilutive securities.

8

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

					Six Months Ended
	Three Months Ended June 30,				June 30,
	2008		2007		2008			2007
Numerator:
Income (loss) from continuing operations	$	6,352	$	5,141	$	(16,983	)	$	5,876
Income from discontinued operations, net of tax	$	—	$	249	$	—		$	220
Denominator: (shares in thousands)
Weighted-average shares — Basic		57,693		57,071		57,664			57,023
Employee stock options, restricted stock and Deferred Shares		1,368		2,677		—			2,666
Adjusted weighted-average shares after assumed conversions — Diluted		59,061		59,748		57,664			59,689
Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.11	$	0.09	$	(0.29	)	$	0.10
Income from discontinued operations		—		0.00		—			0.01
Net income (loss)	$	0.11	$	0.09	$	(0.29	)	$	0.11
Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.11	$	0.09	$	(0.29	)	$	0.10
Income from discontinued operations		—		0.00		—			0.00
Net income (loss)	$	0.11	$	0.09	$	(0.29	)	$	0.10

Included in basic and diluted shares for the three and six months ended June 30, 2008 is the impact of shares to be issued pursuant to the purchase agreement for the acquisition of Subimo, LLC. The Company deferred the issuance of 640,930 shares of Class A common stock (“Deferred Shares”) until December 2008, subject to acceleration in certain circumstances. A maximum of 246,508 of the Deferred Shares may be used to settle any outstanding claims or warranties the Company may have against the seller. For purposes of calculating basic net income per share, the impact of 394,422 shares representing the non-contingent portion of the Deferred Shares was included. The additional Deferred Shares of 246,508 were considered if their effect was dilutive. The issuance of the Deferred Shares would be accelerated by the closing of the HLTH Merger (described in Note 11 below) to the date of that closing.

The Company has excluded certain outstanding stock options, restricted stock and Deferred Shares from the calculation of diluted income (loss) per common share during the periods in which such securities were anti-dilutive. The total number of shares excluded from the calculation of diluted income (loss) per share was 2,383,679 and 5,638,432 for the three and six months ended June 30, 2008, respectively, and 1,252,390 and 1,285,402 for the three and six months ended June 30, 2007, respectively.

Recent Accounting Pronouncements

On April 25, 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (Revised 2007), “Business Combinations,” and other U.S. GAAP. This FSP is effective for financial statements issued for fiscal years beginning

9

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact, if any, that this FSP will have on the Company’s results of operations, financial position or cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”), a replacement of SFAS No. 141. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141R provides that, upon initially obtaining control, an acquirer shall recognize 100 percent of the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target. As a consequence, the current step acquisition model will be eliminated. Additionally, SFAS 141R changes current practice, in part, as follows: (1) contingent consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration; (2) transaction costs will be expensed as incurred, rather than capitalized as part of the purchase price; (3) pre-acquisition contingencies, such as legal issues, will generally have to be accounted for in purchase accounting at fair value; and (4) in order to accrue for a restructuring plan in purchase accounting, the requirements in SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” would have to be met at the acquisition date. While there is no expected impact to the Company’s consolidated financial statements on the accounting for acquisitions completed prior to December 31, 2008, the adoption of SFAS 141R on January 1, 2009 could materially change the accounting for business combinations consummated subsequent to that date and for tax matters relating to prior acquisitions settled subsequent to December 31, 2008.

2.  Discontinued Operations

As of December 31, 2007, the Company entered into an Asset Sale Agreement and completed the sale of certain assets and certain liabilities of its medical reference publications business, including the publications ACP Medicine and ACS Surgery: Principles and Practice. The assets and liabilities sold are referred to below as “ACS/ACP Business.” ACP Medicine and ACS Surgery are official publications of the American College of Physicians and the American College of Surgeons, respectively. As a result of the sale, the historical financial information of the ACS/ACP Business has been reclassified as discontinued operations in the accompanying consolidated financial statements for the prior year period. The Company will receive net cash proceeds of $2,809, consisting of $1,734 received in the quarter ended March 31, 2008 and the remaining $1,075 to be received in the quarter ending September 30, 2008. The Company incurred approximately $800 of professional fees and other expenses associated with the sale of the ACS/ACP Business. During 2007, the Company recognized a gain of $3,571, net of a tax benefit of $177. Summarized operating results for the discontinued operations of the ACS/ACP Business for the three and six months ended June 30, 2007 were as follows:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2007		2007
Revenue	$	1,209	$	2,227
Income from discontinued operations	$	249	$	220

3.  Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123, “(Revised 2004): Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. The Company elected to use the modified prospective transition method and as a result prior period results were not restated. Under the modified prospective transition method, awards

10

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

that were granted or modified on or after January 1, 2006 are measured and accounted for in accordance with SFAS 123R. Unvested stock options and restricted stock awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with SFAS 123, using the same grant date fair value and same expense attribution method used under SFAS 123, except that all awards are recognized in the results of operations over the remaining vesting periods. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized for all stock-based compensation beginning January 1, 2006.

The Company has various stock compensation plans under which directors, officers and other eligible employees receive awards of options to purchase the Company Class A Common Stock and HLTH Common Stock and restricted shares of the Company Class A Common Stock and HLTH Common Stock. The following sections of this note summarize the activity for each of these plans.

HLTH Plans

Certain WebMD employees participate in the stock-based compensation plans of HLTH (collectively, the “HLTH Plans”). Under the HLTH Plans certain of the Company employees have received grants of options to purchase HLTH Common Stock and restricted HLTH Common Stock. Additionally, all eligible WebMD employees were provided the opportunity to participate in HLTH’s employee stock purchase plan through April 30, 2008. All unvested options to purchase HLTH Common Stock and restricted HLTH Common Stock held by the Company’s employees as of the effective date of the IPO continue to vest under the original terms of those awards. An aggregate of 5,784,648 shares of HLTH Common Stock remained available for grant under the HLTH Plans at June 30, 2008.

Stock Options

Generally, options under the HLTH Plans vest and become exercisable ratably over a three to five year period based on their individual grant dates subject to continued employment on the applicable vesting dates. The majority of options granted under the HLTH Plans expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of HLTH’s Common Stock on the date of grant. The following table summarizes activity for the HLTH Plans relating to the Company’s employees during the six months ended June 30, 2008:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise Price		Contractual Life		Intrinsic
	Shares			Per Share		(In Years)		Value(1)
Outstanding at January 1, 2008		8,825,988		$	13.59
Granted		—			—
Exercised		(284,473	)		8.55
Forfeited		(302,711	)		21.69
Outstanding at June 30, 2008		8,238,804		$	13.47		3.4	$	10,703
Vested and exercisable at the end of the period		7,928,818		$	13.66		3.2	$	9,868

(1) The aggregate intrinsic value is based on the market price of HLTH’s Common Stock on June 30, 2008, which was $11.32, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on June 30, 2008.

11

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based on implied volatility from traded options of HLTH Common Stock combined with historical volatility of HLTH Common Stock. Prior to January 1, 2006, only historical volatility was considered. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date.

Restricted Stock Awards

HLTH Restricted Stock consists of shares of HLTH Common Stock which have been awarded to the Company’s employees with restrictions that cause them to be subject to substantial risk of forfeiture and restrict their sale or other transfer by the employee until they vest. Generally, HLTH Restricted Stock awards vest ratably over a three to five year period based on their individual award dates subject to continued employment on the applicable vesting dates. There was no activity of non-vested HLTH Restricted Stock relating to the Company’s employees during the six months ended June 30, 2008.

Proceeds received by HLTH from the exercise of options to purchase HLTH Common Stock were $1,721 and $2,433 during the three and six months ended June 30, 2008, respectively, and $21,662 and $44,319 during the three and six months ended June 30, 2007, respectively. The intrinsic value related to the exercise of these stock options, as well as the fair value of shares of HLTH Restricted Stock that vested was $649 and $901 during the three and six months ended June 30, 2008, respectively, and $4,998 and $15,202 during the three and six months ended June 30, 2007, respectively.

WebMD Plans

During September 2005, the Company adopted the 2005 Long-Term Incentive Plan (the “2005 Plan”). In connection with the acquisition of Subimo, LLC in December 2006, the Company adopted the WebMD Health Corp. Long-Term Incentive Plan for Employees of Subimo, LLC (the “Subimo Plan”). The terms of the Subimo Plan are similar to the terms of the 2005 Plan but it has not been approved by the Company’s stockholders. Awards under the Subimo Plan were made on the date of the Company’s acquisition of Subimo, LLC in reliance on the NASDAQ Stock Market exception to shareholder approval for equity grants to new hires. No additional grants will be made under the Subimo Plan. The 2005 Plan and the Subimo Plan are included in all references as the “WebMD Plans.” The maximum number of shares of the Company’s Class A Common Stock that may be subject to options or restricted stock awards under the WebMD Plans is 9,480,574, subject to adjustment in accordance with the terms of the WebMD Plans. The Company had an aggregate of 2,578,530 shares of Class A Common Stock available for grant under the WebMD Plans at June 30, 2008.

12

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Options

Generally, options under the WebMD Plans vest and become exercisable ratably over a four-year period based on their individual grant dates, subject to continued employment on the applicable vesting dates. The options granted under the WebMD Plans expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of the Company Class A Common Stock on the date of grant. The following table summarizes activity for the WebMD Plans during the six months ended June 30, 2008:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise Price		Contractual Life		Intrinsic
	Shares			Per Share		(In Years)		Value(1)
Outstanding at January 1, 2008		5,020,551		$	27.56
Granted		416,250			33.49
Exercised		(136,558	)		17.51
Forfeited		(292,027	)		29.78
Outstanding at June 30, 2008		5,008,216		$	28.20		7.9	$	27,506
Vested and exercisable at the end of the period		1,434,369		$	23.66		7.5	$	10,441

(1) The aggregate intrinsic value is based on the market price of the Company’s Class A Common Stock on June 30, 2008, which was $27.90, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on June 30, 2008.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model considering the assumptions noted in the following table. Prior to August 1, 2007, expected volatility was based on implied volatility from traded options of stock of comparable companies combined with historical stock price volatility of comparable companies. Beginning on August 1, 2007, expected volatility is based on implied volatility from traded options of the Company Class A Common Stock combined with historical volatility of the Company Class A Common Stock. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date.

	Six Months Ended June 30,
	2008			2007
Expected dividend yield		0	%		0	%
Expected volatility		0.43			0.47
Risk-free interest rate		2.40	%		4.73	%
Expected term (years)		3.27			3.36
Weighted-average fair value of options granted during the period	$	11.02		$	18.64

Restricted Stock Awards

The Company Restricted Stock consists of shares of the Company Class A Common Stock which have been awarded to employees with restrictions that cause them to be subject to substantial risk of forfeiture and restrict their sale or other transfer by the employee until they vest. Generally, the Company’s Restricted Stock awards vest ratably over a four year period from their individual award dates subject to continued employment

13

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on the applicable vesting dates. The following table summarizes the activity of non-vested Company Restricted Stock during the six months ended June 30, 2008:

				Weighted-
				Average
				Grant Date
	Shares			Fair Value
Beginning balance at January 1, 2008		307,722		$	29.46
Granted		4,000			35.22
Vested		(13,212	)		44.91
Forfeited		(12,500	)		21.86
Ending balance at June 30, 2008		286,010		$	29.16

Proceeds received from the exercise of options to purchase the Company Class A Common Stock were $1,803 and $2,392 during the three and six months ended June 30, 2008, respectively, and $1,265 and $5,723 during the three and six months ended June 30, 2007, respectively. The intrinsic value related to the exercise of these stock options, as well as the fair value of shares of the Company Restricted Stock that vested was $1,499 and $2,470 during the three and six months ended June 30, 2008, respectively, and $2,045 and $7,088 during the three and six months ended June 30, 2007.

Employee Stock Purchase Plan

HLTH’s Employee Stock Purchase Plan (“ESPP”) allowed eligible employees of the Company the opportunity to purchase shares of HLTH Common Stock through payroll deductions, up to 15% of a participant’s annual compensation with a maximum of 5,000 shares available per participant during each purchase period. The purchase price of the stock was 85% of the fair market value on the last day of each purchase period. There were 31,787 and 22,335 shares of HLTH Common Stock issued to the Company’s employees under HLTH’s ESPP during the three and six months ended June 30, 2008 and 2007, respectively. In accordance with the HLTH Merger Agreement, the ESPP was terminated after the purchase period ended April 30, 2008.

Other

At the time of the IPO and each year on the anniversary of the IPO, the Company issued shares of its Class A Common Stock to each non-employee director with a value equal to their annual board and committee retainers. The Company recorded $85 of stock-based compensation expense during the three months ended June 30, 2008 and 2007 and $170 during the six months ended June 30, 2008 and 2007 in connection with these issuances.

Additionally, the Company recorded $279 of stock-based compensation expense during the three months ended June 30, 2008 and 2007, and $558 and $536 during the six months ended June 30, 2008 and 2007, respectively, in connection with a stock transferability right for shares required to be issued in connection with the acquisition of Subimo, LLC by the Company.

14

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summary of Stock-Based Compensation Expense

The following table summarizes the components and classification of stock-based compensation expense:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008		2007
HLTH Plans:
Stock options	$	(148	)	$	657		$	56	$	1,402
Restricted stock		8			(478	)		17		(338	)
WebMD Plans:
Stock options		2,668			3,196			5,508		6,619
Restricted stock		584			773			862		1,460
ESPP		1			30			32		56
Other		375			364			725		706
Total stock-based compensation expense	$	3,488		$	4,542		$	7,200	$	9,905
Included in:
Cost of operations	$	826		$	984		$	1,945	$	2,562
Sales and marketing		1,264			1,379			2,402		2,637
General and administrative		1,398			2,179			2,853		4,706
Total stock-based compensation expense	$	3,488		$	4,542		$	7,200	$	9,905

As of June 30, 2008, approximately $265 and $32,727 of unrecognized stock-based compensation expense related to unvested awards (net of estimated forfeitures) is expected to be recognized over a weighted-average period of approximately 0.58 years and 1.33 years, related to the HLTH Plans and the WebMD Plans, respectively.

4.  Transactions with HLTH

Agreements with HLTH

In connection with the IPO in September 2005, the Company entered into a number of agreements with HLTH governing the future relationship of the companies, including a Services Agreement, a Tax Sharing Agreement and an Indemnity Agreement. These agreements cover a variety of matters, including responsibility for certain liabilities, including tax liabilities, as well as matters related to HLTH providing the Company with administrative services, such as payroll, accounting, tax, employee benefit plan, employee insurance, intellectual property, legal and information processing services.

On February 15, 2006, the Tax Sharing Agreement was amended to provide that HLTH will compensate the Company for any use of the Company’s net operating loss (“NOL”) carryforwards that may result from certain extraordinary transactions, as defined in the Tax Sharing Agreement, including a sale by HLTH of its Emdeon Business Services (“EBS”) and Emdeon Practice Services (“EPS”) operating segments.

On September 14, 2006, HLTH completed the sale of EPS for approximately $565,000 in cash (“EPS Sale”). On November 16, 2006, HLTH completed the sale of a 52% interest in EBS for approximately $1,200,000 in cash (“2006 EBS Sale”). HLTH recognized a taxable gain on the sale of EPS and EBS and utilized a portion of its federal NOL carryforwards to offset the gain on these transactions. Under the Tax Sharing Agreement between HLTH and the Company, the Company was reimbursed for its NOL carryforwards utilized by HLTH in these transactions at the current federal statutory rate of 35%. During February 2007, HLTH reimbursed the Company $140,000 as an estimate of the payment required pursuant to the Tax Sharing

15

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Agreement with respect to the EPS Sale and the 2006 EBS Sale, which amount was subject to adjustment in connection with the filing of the applicable tax returns. During September 2007, HLTH finalized the NOL carryforward attributable to the Company that was utilized as a result of the EPS Sale and the 2006 EBS Sale and reimbursed the Company an additional $9,862. These reimbursements were recorded as capital contributions, which increased additional paid-in-capital at December 31, 2006 and September 30, 2007, respectively.

On February 11, 2008, HLTH announced that it had executed a definitive agreement and closed the sale of its 48% minority interest in EBS to an affiliate of General Atlantic LLC and investment funds managed by Hellman & Friedman LLC for a sale price of $575,000 in cash. On July 22, 2008, HLTH completed the sale of its ViPS segment to an affiliate of General Dynamics Corporation for approximately $225,000 in cash. HLTH expects to recognize taxable gains on these transactions and expects to utilize a portion of the Company’s federal NOL carryforward to offset a portion of the tax liability resulting from these transactions. Based upon information available at the time of this filing, the Company’s current estimate is that the NOL carryforwards that were available as of December 31, 2007 will be reduced by an aggregate of approximately $120,000 as a result of HLTH’s utilization of the Company’s NOL carryforwards to offset HLTH’s taxable gains on these transactions. This estimated amount is based on various assumptions and is subject to material change. The actual amount of the Company’s NOL carryforwards that HLTH will utilize cannot be determined until HLTH completes its 2008 income tax calculations.

HLTH’s obligation to reimburse the Company for the utilization of its NOL carryforwards would be extinguished by the completion of the merger with HLTH. See Note 11 below for a description of the Merger Agreement entered into between the Company and HLTH.

Charges from the Company to HLTH:

Revenue:  The Company sells certain of its products and services to HLTH businesses. These amounts are included in revenue during the three and six months ended June 30, 2008 and 2007. The Company charges HLTH rates comparable to those charged to third parties for similar products and services.

Charges from HLTH to the Company:

Corporate Services:  The Company is charged a services fee (the “Services Fee”) for costs related to corporate services provided by HLTH. The services that HLTH provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, the Company reimburses HLTH for an allocated portion of certain expenses that HLTH incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. HLTH has agreed to make the services available to the Company for up to 5 years following the IPO. These expense allocations were determined on a basis that HLTH and the Company consider to be a reasonable assessment of the costs of providing these services, exclusive of any profit margin. The basis the Company and HLTH used to determine these expense allocations required management to make certain judgments and assumptions. These cost allocations are reflected in the table below under the caption “Corporate services — shared services allocation.” The Services Fee is reflected in general and administrative expense within the accompanying consolidated statements of operations.

Healthcare Expense:  The Company is charged for its employees’ participation in HLTH’s healthcare plans. Healthcare expense is charged based on the number of total employees of the Company and reflects HLTH’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.

16

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of HLTH Common Stock that have been granted to certain employees of the Company. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to HLTH Common Stock is recorded as a capital contribution in additional paid-in capital.

The following table summarizes the allocations reflected in the Company’s consolidated financial statements:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008		2007
Charges from the Company to HLTH:
Intercompany revenue	$	40		$	63	$	40	$	125
Charges from HLTH to the Company:
Corporate services — shared services allocation		861			821		1,734		1,625
Healthcare expense		1,943			1,420		3,814		2,802
Stock-based compensation expense		(139	)		209		105		1,120

5.  Significant Transactions

America Online, Inc.

In May 2001, HLTH entered into an agreement for a strategic alliance with Time Warner, Inc. Under the agreement, the Company was the primary provider of healthcare content, tools and services for use on certain America Online (“AOL”) properties. The agreement ended on May 1, 2007. Under the agreement, the Company and AOL shared certain revenue from advertising, commerce and programming on the health channels of the AOL properties and on a co-branded service created for AOL by the Company. The Company was entitled to share in revenue and was guaranteed a minimum of $12,000 during each contract year from May 1, 2005 through May 1, 2007, when the agreement ended, for its share of advertising revenue. Included in revenue was $782 and $2,658 during the three and six months ended June 30, 2007, respectively, related to sales to third parties of advertising and sponsorship on the AOL health channels, primarily sold through the Company’s sales organization. Also included in revenue for the three and six months ended June 30, 2007 was revenue of $211 and $1,515, respectively, related to the guarantee described above.

Fidelity Human Resources Services Company LLC

In 2004, the Company entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) to integrate the Company’s private portals product into the services FHRS provides to its clients. FHRS provides human resources administration and benefits administration services to employers. The Company recorded revenue of $2,352 and $4,790 during the three and six months ended June 30, 2008, respectively, and $2,756 and $5,252 during the three and six months ended June 30, 2007, respectively. Included in accounts receivable as of June 30, 2008 was $1,124 related to the FHRS agreement.

17

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.  Segment Information

The Company provides health information services to consumers, physicians, healthcare professionals, employers and health plans through the Company’s public and private online portals and health-focused publications. The Company’s two operating segments are:

•  Online Services.  The Company provides both public and private online portals. The Company’s public portals for consumers enable them to obtain health and wellness information (including information on specific diseases and conditions), check symptoms, locate physicians, store individual healthcare information, receive periodic e-newsletters on topics of individual interest, enroll in interactive courses and participate in online communities with peers and experts. The Company’s public portals for physicians and healthcare professionals make it easier for them to access clinical reference sources, stay abreast of the latest clinical information, learn about new treatment options, earn continuing medical education credit and communicate with peers. The Company’s private portals enable employers and health plans to provide their employees and plan members with access to personalized health and benefit information and decision-support technology that helps them make more informed benefit, provider and treatment choices. The Company provides related services for use by such employees and members, including lifestyle education and personalized telephonic health coaching. The Company also provides e-detailing promotion and physician recruitment services for use by pharmaceutical, medical device and healthcare companies.

•  Publishing and Other Services.  The Company publishes The Little Blue Book, a physician directory, and WebMD the Magazine, a consumer magazine distributed to physician office waiting rooms. Until December 31, 2007, the Company also published medical reference textbooks. See Note 2 for further details.

The performance of the Company’s business is monitored based on earnings before interest, taxes, depreciation, amortization and other non-cash items. Other non-cash items include non-cash advertising expense and non-cash stock-based compensation expense. Corporate and other overhead functions are allocated to segments on a specifically identifiable basis or other reasonable method of allocation. The Company considers these allocations to be a reasonable reflection of the utilization of costs incurred. The Company does not disaggregate assets for internal management reporting and, therefore, such information is not presented. There are no inter-segment revenue transactions.

18

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summarized financial information for each of the Company’s operating segments and a reconciliation to income (loss) from continuing operations are presented below:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenue
Online Services:
Advertising and sponsorship	$	62,383		$	52,436		$	118,448		$	99,857
Licensing		21,866			19,799			43,789			39,914
Content syndication and other		345			653			762			1,537
Total Online Services		84,594			72,888			162,999			141,308
Publishing and Other Services		4,582			4,382			7,859			7,906
	$	89,176		$	77,270		$	170,858		$	149,214
Earnings before interest, taxes, depreciation, amortization and other non-cash items
Online Services	$	18,800		$	14,042		$	35,331		$	27,034
Publishing and Other Services		1,027			863			273			505
		19,827			14,905			35,604			27,539
Interest, taxes, depreciation, amortization and other non-cash items
Interest income		2,350			3,051			5,803			5,036
Depreciation and amortization		(7,188	)		(6,941	)		(13,973	)		(12,932	)
Non-cash advertising		—			—			(1,558	)		(2,320	)
Non-cash stock-based compensation		(3,488	)		(4,542	)		(7,200	)		(9,905	)
Impairment of auction rate securities		—			—			(27,406	)		—
Income tax provision		(5,149	)		(1,332	)		(8,253	)		(1,542	)
Income (loss) from continuing operations		6,352			5,141			(16,983	)		5,876
Income from discontinued operations, net of tax		—			249			—			220
Net income (loss)	$	6,352		$	5,390		$	(16,983	)	$	6,096

7.   Fair Value of Financial Instruments and Credit Facility

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), for assets and liabilities measured at fair value on a recurring basis. SFAS 157 establishes a common definition for fair value to be applied to existing GAAP that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of SFAS 157 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, SFAS 157

19

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any Level 1 or Level 2 assets as of June 30, 2008. The Company’s Level 3 financial assets that were measured at fair value as of June 30, 2008 were auction rate securities (“ARS”) of $138,753.

The following table reconciles the beginning and ending balances of the Company’s Level 3 assets, which consist of the Company’s ARS holdings:

Balance as of January 1, 2008	$	—
Transfers to Level 3		169,200
Redemptions		(1,658	)
Impairment charge included in earnings		(27,406	)
Unrealized losses included in other comprehensive loss		(1,383	)
Balance as of June 30, 2008	$	138,753

The Company holds investments in ARS which have been classified as Level 3 assets as described above. The types of ARS holdings the Company owns are backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all had credit ratings of AAA or Aaa when purchased. Historically, the fair value of the Company’s ARS holdings approximated par value due to the frequent auction periods, generally every 7 to 28 days, which provided liquidity to these investments. However, since February 2008, virtually all auctions involving these securities have failed. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. During the three months ended March 31, 2008, the Company concluded that the estimated fair value of the ARS no longer approximated the face value due to the lack of liquidity. The securities have been classified within Level 3 as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market due to the lack of trading in the securities.

The Company estimated the fair value of its ARS holdings using an income approach valuation technique. Using this approach, expected future cash flows were calculated over the expected life of each security and were discounted to a single present value using a market required rate of return. Some of the more significant assumptions made in the present value calculations were (i) the estimated weighted average lives for the loan portfolios underlying each individual ARS, which range from 4 to 14 years and (ii) the required rates of return used to discount the estimated future cash flows over the estimated life of each security, which considered both the credit quality for each individual ARS and the market liquidity for these investments. As of March 31, 2008, the Company concluded the fair value of its ARS holdings was $141,044 compared to a face value of $168,450. The impairment in value, or $27,406, was considered to be other-than-temporary and, accordingly, was recorded as an impairment charge within the statement of operations during the three months ended March 31, 2008.

20

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In making the determination that the impairment was other-than-temporary the Company considered (i) the current market liquidity for ARS, particularly student loan backed ARS, (ii) the long-term maturities of the loan portfolios underlying each ARS owned by the Company which, on a weighted average basis, extend to as many as 14 years and (iii) the ability and intent of the Company to hold its ARS investments until sufficient liquidity returns to the auction rate market to enable the sale of these securities or until the investments mature.

During the three and six months ended June 30, 2008, the Company received $950 and $1,700, respectively, associated with the partial redemption of certain of its ARS holdings, which represented 100% of their face value. As a result, as of June 30, 2008, the total face value of the Company’s ARS holdings was $167,500. During the three months ended June 30, 2008, the Company reduced the carrying value of its ARS holdings by $1,383. The Company assessed this decline in fair market value to be temporary and therefore recorded this decline as unrealized loss in other comprehensive loss in the accompanying consolidated balance sheet.

The Company continues to monitor the market for auction rate securities as well as the individual ARS investments it owns. The Company may be required to record additional losses in future periods if the fair value of its ARS holdings deteriorate further.

Credit Facility

On May 6, 2008, the Company entered into a non-recourse credit facility (the “Credit Facility”) with Citigroup that is secured by the Company’s ARS holdings (including, in some circumstances, interest payable on the ARS holdings), that will allow the Company to borrow up to 75% of the face amount of the ARS holdings pledged as collateral under the Credit Facility. The Credit Facility is governed by a loan agreement, dated as of May 6, 2008, containing customary representations and warranties of the borrower and certain affirmative covenants and negative covenants relating to the pledged collateral. Under the loan agreement, the borrower and the lender may, in certain circumstances, cause the pledged collateral to be sold, with the proceeds of any such sale required to be applied in full immediately to repayment of amounts borrowed.

No borrowings have been made under the Credit Facility to date. The Company can make borrowings under its Credit Facility until May 2009. The interest rate applicable to such borrowings will be one-month LIBOR plus 250 basis points. Any borrowings outstanding under the Credit Facility after March 2009 become demand loans, subject to 60 days notice, with recourse only to the pledged collateral.

8.   Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive loss. Other comprehensive loss includes certain changes in equity that are excluded from net income (loss), such as changes in unrealized losses on available-for-sale marketable securities. The following table presents the components of comprehensive income (loss):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Unrealized losses on securities	$	(1,383	)	$	—	$	(1,383	)	$	—
Net income (loss)		6,352			5,390		(16,983	)		6,096
Comprehensive income (loss)	$	4,969		$	5,390	$	(18,366	)	$	6,096

21

WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.   Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows:

				Publishing
	Online			and Other
	Services			Services		Total
Balance as of January 1, 2007	$	213,983		$	11,045	$	225,028
Purchase price allocations and other adjustments		(3,599	)		—		(3,599	)
Balance as of December 31, 2007		210,384			11,045		221,429
Purchase price allocations		(148	)		—		(148	)
Balance as of June 30, 2008	$	210,236		$	11,045	$	221,281

Intangible assets subject to amortization consist of the following:

	June 30, 2008									December 31, 2007
								Weighted									Weighted
	Gross							Average		Gross							Average
	Carrying		Accumulated					Remaining		Carrying		Accumulated					Remaining
	Amount		Amortization			Net		Useful Life(a)		Amount		Amortization			Net		Useful Life(a)
Content	$	15,954	$	(13,561	)	$	2,393		1.8	$	15,954	$	(12,581	)	$	3,373		2.1
Customer relationships		33,191		(11,963	)		21,228		8.9		33,191		(10,183	)		23,008		9.2
Technology and patents		14,967		(11,961	)		3,006		1.1		14,967		(10,126	)		4,841		1.5
Trade names		7,817		(3,121	)		4,696		7.3		7,817		(2,725	)		5,092		7.7
Total	$	71,929	$	(40,606	)	$	31,323		7.4	$	71,929	$	(35,615	)	$	36,314		7.3

(a) The calculation of the weighted average remaining useful life is based on the net book value and the remaining amortization period of each respective intangible asset.

Amortization expense was $2,443 and $4,991 during the three and six months ended June 30, 2008, respectively, and $3,319 and $6,533 during the three and six months ended June 30, 2007, respectively. Aggregate amortization expense for intangible assets is estimated to be:

Year ending December 31:
2008 (July 1st to December 31st)	$	4,724
2009		6,401
2010		3,337
2011		2,464
2012		2,464
Thereafter		11,933

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WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.   Commitments and Contingencies

In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters, including those discussed in Note 12 to the Consolidated Financial Statements included in the Company’s 2007 Annual Report on Form 10-K, has yet to be determined, the Company does not believe that their outcomes will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

11.   Pending Merger with HLTH

On February 20, 2008, HLTH and the Company entered into a Merger Agreement, pursuant to which HLTH will merge into the Company (“HLTH Merger”), with the Company continuing as the surviving corporation. The Merger Agreement was amended on May 6, 2008, as described below. In the HLTH Merger, each outstanding share of HLTH Common Stock will be converted into the following (which the Company refers to as the “Merger Consideration”): 0.1979 shares of the Company’s Common Stock and between $6.63 and $6.89 in cash (a portion of which may, instead, be paid in 11% redeemable notes as described below), with the actual amount depending on whether HLTH sells certain auction rate securities that it owns and, if so, the amount of the proceeds that it receives. The shares of the Company’s Class A Common Stock currently outstanding will remain outstanding and will be unchanged in the HLTH Merger. The HLTH Merger will eliminate both the controlling class of the Company’s stock held by HLTH and the Company’s existing dual-class stock structure. The terms of the Merger Agreement were negotiated between HLTH and a Special Committee of the Company’s Board of Directors. The Merger Agreement was approved by the Company’s Board, based on the recommendations of the Special Committee and by the Board of HLTH.

The cash portion of the Merger Consideration will be funded from cash and investments at the Company and HLTH, and proceeds from HLTH’s anticipated sale of its Porex business. If Porex has not been sold at the time the HLTH Merger is ready to be consummated, the Company may issue up to $250,000 in redeemable notes to the HLTH shareholders in lieu of a portion of the cash consideration otherwise payable in the HLTH Merger. The notes would bear interest at a rate of 11% per annum, payable in kind annually in arrears. The notes would be subject to mandatory redemption by the Company from the proceeds of the divestiture of Porex. The redemption price would be equal to the principal amount of the notes to be redeemed plus accrued but unpaid interest through the date of the redemption.

Completion of the HLTH Merger is subject to: HLTH and the Company receiving required shareholder approvals; a requirement that the surviving company have an amount of cash, as of the closing at least equal to an agreed upon threshold, calculated in accordance with a formula contained in the Merger Agreement; and completion of the sale of HLTH’s ARS holdings (or the availability of certain alternatives described below); and other customary closing conditions. HLTH, which owns shares of the Company constituting approximately 96% of the total number of votes represented by outstanding shares, has agreed to vote its shares of the Company in favor of the HLTH Merger. On July 22, 2008, HLTH completed the sale of its ViPS business, which satisfied one of the original closing conditions of the HLTH Merger.

Following the HLTH Merger, the Company as the surviving corporation, will assume the obligations of HLTH under HLTH’s 31/8% Convertible Notes due September 1, 2025 and HLTH’s 1.75% Convertible Subordinated Notes due June 15, 2023 (“Notes”). In the event a holder of these Notes converts these Notes into shares of HLTH common stock pursuant to the terms of the applicable indenture prior to the effective time of the HLTH Merger, those shares would be treated in the HLTH Merger like all other shares of HLTH Common Stock. In the event a holder of the Notes converts those Notes pursuant to the applicable indenture following the effective time of the HLTH Merger, those Notes would be converted into the right to receive the HLTH Merger Consideration payable in respect of the HLTH shares into which such Notes would have been convertible.

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WEBMD HEALTH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On May 6, 2008, HLTH and the Company entered into an amendment (the “Amendment”) to the Merger Agreement, which modifies certain provisions of the Merger Agreement to reflect the flexibility and additional liquidity afforded by the credit facility that HLTH has entered into, which is described in Note 7. Under the Merger Agreement, as amended, HLTH is not required to sell its ARS holdings as a condition to closing if the outstanding loan amount, under the HLTH credit facility, is equal to 75% of the face amount of the ARS investments held by HLTH at the effective time of the Merger or if HLTH would be capable of satisfying, as of that time, all of the conditions to making a drawdown of that amount. In either such case, the maximum reduction in the aggregate cash consideration payable in the Merger, as contemplated by the Amendment, would be $48,075 (which is 25% of the face amount of HLTH’s ARS holdings as of the date of this Quarterly Report, excluding the Company’s ARS holdings), or approximately $0.26 per share (based on the number of shares of HLTH Common Stock outstanding as of the date of this Quarterly Report). To the extent that HLTH, instead, sells some or all of its ARS holdings for greater than 75% of the face amount, the reduction in the aggregate cash portion of the Merger Consideration with respect to the ARS holdings that are sold would be based on the actual sale price for those holdings. The Amendment was approved by the Boards of Directors of HLTH and the Company and by a Special Committee of the Company’s Board of Directors.

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ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Item 2 contains forward-looking statements with respect to possible events, outcomes or results that are, and are expected to continue to be, subject to risks, uncertainties and contingencies, including those identified in this Item. See “Forward-Looking Statements” on page 3.

Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

•  Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends and a discussion of how seasonal factors may impact the timing of our revenue.

•  Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

•  Transactions with HLTH.  This section describes the services that we receive from HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

•  Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

•  Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

•  Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of June 30, 2008.

•  Factors That May Affect Our Future Financial Condition or Results of Operations.  This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

Introduction

Our Company

We are a leading provider of health information services to consumers, physicians and other healthcare professionals, employers and health plans. We have organized our business into two operating segments as follows:

•  Online Services.  We own and operate both public and private online portals. Our public portals enable consumers to become more informed about healthcare choices and assist them in playing an active role in managing their health. The public portals also enable physicians and other healthcare professionals to improve their clinical knowledge and practice of medicine, as well as their communication with patients. Our public portals generate revenue primarily through the sale of advertising and sponsorship

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products, including continuing medical education (which we refer to as CME) services. Our sponsors and advertisers include pharmaceutical, biotechnology, medical device and consumer products companies. Through our private portals for employers and health plans, we provide information and services that enable employees and members, respectively, to make more informed benefit, treatment and provider decisions. We also provide related services for use by such employees and members, including lifestyle education and personalized telephonic health coaching. We generate revenue from our private portals through the licensing of these portals to employers and health plans either directly or through distributors, as well as fees charged for our coaching services. We also distribute our online content and services to other entities and generate revenue from these arrangements through the sale of advertising and sponsorship products and content syndication fees. We also provide e-detailing promotion and physician recruitment services for use by pharmaceutical, medical device and healthcare companies.

•  Publishing and Other Services.  We provide several offline products and services: The Little Blue Book, a physician directory; and WebMD the Magazine, a consumer-targeted publication that we distribute free of charge to physician office waiting rooms. We generate revenue from sales of The Little Blue Book directories and advertisements in those directories, and sales of advertisements in WebMD the Magazine. Until December 31, 2007, we published ACP Medicine and ACS Surgery: Principles of Practice, our medical reference textbooks. We sold this business in 2007 and it has now been reflected as a discontinued operation in our financial statements. Our Publishing and Other Services segment complements our Online Services segment and extends the reach of our brand and our influence among health-involved consumers and clinically-active physicians.

Pending HLTH Merger

Description of the HLTH Merger.  On February 20, 2008, HLTH and WebMD entered into a merger agreement, pursuant to which HLTH will merge into WebMD (which we refer to as the HLTH Merger), with WebMD continuing as the surviving company. The Merger Agreement was amended on May 6, 2008, as described below. In the HLTH Merger, each outstanding share of HLTH Common Stock will be converted into the following (which we refer to as the Merger Consideration): 0.1979 shares of WebMD’s Common Stock and between $6.63 and $6.89 in cash (a portion of which may, instead, be paid in 11% redeemable notes as described below) with the actual amount depending on whether HLTH sells certain auction rate securities (which we refer to as ARS) that it owns and, if so, the amount of the proceeds that it receives. The shares of WebMD’s Class A Common Stock currently outstanding will remain outstanding and will be unchanged in the HLTH Merger. The HLTH Merger will eliminate both the controlling class of WebMD’s stock held by HLTH and WebMD’s existing dual-class stock structure. The terms of the Merger Agreement were negotiated between HLTH and a Special Committee of WebMD’s Board of Directors. The Merger Agreement was approved by WebMD’s Board, based on the recommendations of the Special Committee, and by the Board of HLTH.

The cash portion of the Merger Consideration will be funded from cash and investments at WebMD and HLTH, and proceeds from HLTH’s anticipated sale of its Porex business. If Porex has not been sold at the time the HLTH Merger is ready to be consummated, WebMD may issue up to $250,000 in redeemable notes to the HLTH shareholders in lieu of a portion of the cash consideration otherwise payable in the HLTH Merger. The notes would bear interest at a rate of 11% per annum, payable in kind annually in arrears. The notes would be subject to mandatory redemption by WebMD from the proceeds of the divestiture of Porex. The redemption price would be equal to the principal amount of the notes to be redeemed plus accrued but unpaid interest through the date of the redemption.

Completion of the HLTH Merger remains subject to: HLTH and WebMD receiving required shareholder approvals; a requirement that the surviving company have an amount of cash, as of the closing at least equal to an agreed upon threshold, calculated in accordance with a formula contained in the Merger Agreement; and completion of the sale of HLTH’s ARS investments (or the availability of certain alternatives described below); and other customary closing conditions. HLTH, which owns shares of WebMD constituting approximately 96% of the total number of votes represented by outstanding shares, has agreed to vote its shares of WebMD

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in favor of the HLTH Merger. On July 22, 2008, HLTH completed the sale of its ViPS business, which satisfied one of the original closing conditions of the HLTH Merger.

Following the HLTH Merger, WebMD as surviving corporation will assume the obligations of HLTH under HLTH’s 31/8% Convertible Notes due September 1, 2025 and HLTH’s 1.75% Convertible Subordinated Notes due June 15, 2023 (which we refer to as Notes). In the event a holder of these Notes converts these Notes into shares of HLTH Common Stock pursuant to the terms of the applicable indenture prior to the effective time of the HLTH Merger, those shares would be treated in the HLTH Merger like all other shares of HLTH Common Stock. In the event a holder of the Notes converts those Notes pursuant to the applicable indenture following the effective time of the HLTH Merger, those Notes would be converted into the right to receive the HLTH Merger Consideration payable in respect of the HLTH shares into which such Notes would have been convertible.

On May 6, 2008, HLTH and WebMD entered into an amendment (which we refer to as the Amendment) to the Merger Agreement, which modifies certain provisions of the Merger Agreement to reflect the flexibility and additional liquidity afforded by the credit facility that HLTH has entered into, which is described below under “— Introductions — Other Recent Transactions — Credit Facilities.” Under the Merger Agreement, as amended, HLTH is not required to sell its ARS holdings as a condition to closing if the outstanding loan amount, under the HLTH credit facility, is equal to 75% of the face amount of the ARS investments held by HLTH at the effective time of the Merger or if HLTH would be capable of satisfying, as of that time, all of the conditions to making a drawdown of that amount. In either such case, the maximum reduction in the aggregate cash consideration payable in the Merger, as contemplated by the Amendment, would be $48,075 (which is 25% of the face amount of HLTH’s ARS holdings as of the date of this Quarterly Report, excluding WebMD’s ARS holdings), or approximately $0.26 per share (based on the number of shares of HLTH Common Stock outstanding as of the date of this Quarterly Report). To the extent that HLTH, instead, sells some or all of its ARS holdings for greater than 75% of the face amount, the reduction in the aggregate cash portion of the Merger Consideration with respect to the ARS that are sold would be based on the actual sale price for those holdings. The Amendment was approved by the Boards of Directors of HLTH and WebMD and by a Special Committee of WebMD’s Board of Directors.

Strategic Considerations Relating to the HLTH Merger.  In late 2007, HLTH’s Board of Directors initiated the process leading to the entry into the Merger Agreement with WebMD because it believed that the primary reason of many of the holders of HLTH Common Stock for owning those shares was HLTH’s controlling interest in WebMD and that the value of HLTH’s other businesses was not adequately reflected in the trading price of HLTH Common Stock. Accordingly, HLTH sought to negotiate a transaction with the Special Committee of the Board of WebMD that would allow HLTH’s stockholders to participate more directly in the ownership of WebMD and would unlock the value of the other HLTH assets. Cash on hand at HLTH and WebMD (including proceeds from the sales of ViPS, Porex and HLTH’s remaining 48% interest in EBS) would be used as a portion of the consideration in the HLTH Merger, reducing the need for issuance of shares of WebMD Common Stock. Upon completion of the HLTH Merger, as structured in the definitive Merger Agreement, HLTH stockholders will own approximately 80% of the outstanding common stock of WebMD, based on shares currently outstanding at HLTH and WebMD. The HLTH Merger will eliminate HLTH’s controlling interest in WebMD, and is expected to enhance the liquidity of WebMD shares by significantly increasing the public float. In connection with the entry by HLTH and WebMD into the Merger Agreement, the HLTH Board made a determination to divest Porex and ViPS (which divestitures are not, however, dependent on the merger occurring). HLTH’s decisions relating to the divestitures of ViPS, Porex and HLTH’s 48% interest in EBS were based on the corporate strategic considerations described above and not the performance of, or underlying business conditions affecting, the respective businesses.

Other Recent Transactions

Credit Facility.  On June 30, 2008, we held investments in certain ARS backed by student loans with a face amount of approximately $167,500. We recently entered into a non-recourse credit facility (which we refer to as the Credit Facility) with Citigroup that is secured by its ARS holdings (including, in some circumstances, interest payable on the ARS holdings), that will allow WebMD to borrow up to 75% of the

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face amount of the ARS holdings pledged as collateral under the Credit Facility. The Credit Facility is governed by a loan agreement, dated as of May 6, 2008, containing customary representations and warranties of the borrower and certain affirmative covenants and negative covenants relating to the pledged collateral. Under the loan agreement, the borrower and the lender may, in certain circumstances, cause the pledged collateral to be sold, with the proceeds of any such sale required to be applied in full immediately to repayment of amounts borrowed.

No borrowings have been made under the Credit Facility to date. Borrowings can be made under this Credit Facility until May 2009. The interest rate applicable to such borrowings will be one-month LIBOR plus 250 basis points. Any borrowings outstanding under the Credit Facility after March 2009 become demand loans, subject to 60 days notice, with recourse only to the pledged collateral.

HLTH has also entered into a credit facility with Citigroup, on substantially similar terms and conditions.

Sale of ACP Medicine and ACS Surgery.  As of December 31, 2007, we entered into an Asset Sale Agreement and completed the sale of certain assets and certain liabilities of our medical reference publications business, including the publications ACP Medicine and ACS Surgery: Principles and Practice . The assets and liabilities sold are referred to below as the “ACS/ACP Business.” ACP Medicine and ACS Surgery are official publications of the American College of Physicians and the American College of Surgeons, respectively. We will receive net cash proceeds of $2,809, consisting of $1,734 received in the quarter ended March 31, 2008 and the remaining $1,075 to be received in the quarter ending September 30, 2008. We incurred approximately $800 of professional fees and other expenses associated with the sale of the ACS/ACP Business. In connection with the sale, we recognized a gain of $3,571, net of a tax benefit of $177, as of December 31, 2007. The decision to divest the ACS/ACP Business was made because management determined that it was not a good fit with our core business.

Other Significant Developments and Trends

Impairment of Auction Rate Securities.  We hold investments in ARS backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all had credit ratings of AAA or Aaa when purchased. Historically, the fair value of our ARS investments approximated par value due to the frequent auction periods, generally every 7 to 28 days, which provided liquidity to these investments. However, since February 2008, virtually all auctions involving these securities have failed. The result of a failed auction is that these ARS will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS investments develop. We concluded that the estimated fair value of the ARS no longer approximated the par value due to the lack of liquidity.

As of March 31, 2008, we concluded the fair value of our ARS was $141,044, compared to a face value of $168,450. The impairment in value, or $27,406 was considered to be other-than-temporary, and accordingly, was recorded as an impairment charge within the statement of operations during the three months ended March 31, 2008. During the three and six months ended June 30, 2008, we received $950 and $1,700, respectively, associated with the partial redemption of certain of our ARS holdings which represented 100% of their face value. As a result, as of June 30, 2008, the total face value of our ARS holdings was $167,500. During the three months ended June 30, 2008, we reduced the carrying value of our ARS holdings by $1,383. We assessed this decline in fair market value to be temporary and therefore recorded this decline as an unrealized loss in our stockholders’ equity.

We continue to monitor the market for ARS as well as the individual ARS investments we own. We may be required to record additional losses in future periods if the fair value of our ARS holdings deteriorates further.

Use of the Internet by Consumers and Physicians.  The Internet has emerged as a major communications medium and has already fundamentally changed many sectors of the economy, including the marketing and sales of financial services, travel, and entertainment, among others. The Internet is also changing the healthcare

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industry and has transformed how consumers and physicians find and utilize healthcare information. As consumers are required to assume greater financial responsibility for rising healthcare costs, the Internet serves as a valuable resource by providing them with immediate access to searchable and dynamic interactive content to check symptoms, assess risks, understand diseases, find providers and evaluate treatment options. The Internet has also become a primary source of information for physicians seeking to improve clinical practice and is growing relative to traditional information sources, such as conferences, meetings and offline journals.

Increased Online Marketing and Education Spending for Healthcare Products.  Pharmaceutical, biotechnology and medical device companies spend large amounts each year marketing their products and educating consumers and physicians about them; however, only a small portion of this amount is currently spent on online services. We believe that these companies, which comprise the majority of our advertisers and sponsors, are becoming increasingly aware of the effectiveness of the Internet relative to traditional media in providing health, clinical and product-related information to consumers and physicians, and this increasing awareness will result in increasing demand for our services. However, notwithstanding our general expectation for increased demand, our advertising and sponsorship revenue may vary significantly from quarter to quarter due to a number of factors, many of which are not in our control, and some of which may be difficult to forecast accurately, including the following:

•  The majority of our advertising and sponsorship contracts are for terms of approximately four to twelve months. We have relatively few longer term advertising and sponsorship contracts. In addition, we have noted a trend this year, among some of our advertisers and sponsors, of seeking to enter into shorter term contracts than they had entered into in the past.

•  The time between the date of initial contact with a potential advertiser or sponsor regarding a specific program and the execution of a contract with the advertiser or sponsor for that program may be subject to delays over which we have little or no control, including as a result of budgetary constraints of the advertiser or sponsor or their need for internal approvals.

Other factors that may affect the timing of contracting for specific programs with advertisers and sponsors, or receipt of revenue under such contracts, include: the timing of FDA approval for new products or for new approved uses for existing products; the timing of FDA approval of generic products that compete with existing brand name products; the timing of withdrawals of products from the market; seasonal factors relating to the prevalence of specific health conditions and other seasonal factors that may affect the timing of promotional campaigns for specific products; and the scheduling of conferences for physicians and other healthcare professionals.

Changes in Health Plan Design; Health Management Initiatives.  In a healthcare market where a greater share of the responsibility for healthcare costs and decision-making has been increasingly shifting to consumers, use of information technology (including personal health records) to assist consumers in making informed decisions about healthcare has also increased. We believe that through our WebMD Health and Benefits Manager tools, including our personal health record application, we are well positioned to play a role in this consumer-directed healthcare environment, and these services will be a significant driver for the growth of our private portals during the next several years. However, our growth strategy depends, in part, on increasing usage of our private portal services by our employer and health plan clients’ employees and members, respectively. Increasing usage of our services requires us to continue to deliver and improve the underlying technology and develop new and updated applications, features and services. In addition, we face competition in the area of healthcare decision-support tools and online health management applications and health information services. Many of our competitors have greater financial, technical, product development, marketing and other resources than we do, and may be better known than we are.

The healthcare industry in the United States and relationships among healthcare payers, providers and consumers are very complicated. In addition, the Internet and the market for online services are relatively new and still evolving. Accordingly, there can be no assurance that the trends identified above will continue or that the expected benefits to our businesses from our responses to those trends will be achieved. In addition, the market for healthcare information services is highly competitive and not only are our existing competitors seeking to benefit from these same trends, but the trends may also attract additional competitors.

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Seasonality

The timing of our revenue is affected by seasonal factors. Advertising and sponsorship revenue within our Online Services segment is seasonal, primarily due to the annual budget approval process of the advertising and sponsorship clients of our public portals. This portion of our revenue is usually the lowest in the first quarter of each calendar year, and increases during each consecutive quarter throughout the year. Our private portal licensing revenue is historically higher in the second half of the year as new customers are typically added during this period in conjunction with their annual open enrollment periods for employee benefits. Finally, the annual distribution cycle within our Publishing and Other Services segment results in a significant portion of our revenue in this segment being recognized in the second and third quarters of each calendar year. The timing of revenue in relation to our expenses, much of which do not vary directly with revenue, has an impact on cost of operations, sales and marketing and general and administrative expenses as a percentage of revenue in each calendar quarter.

Critical Accounting Policies and Estimates

Our MD&A is based upon our unaudited consolidated financial statements and notes to unaudited consolidated financial statements, which were prepared in conformity with U.S. generally accepted accounting principles. The preparation of the unaudited consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. We base our estimates on historical experience, current business factors, and various other assumptions that we believe are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities and disclosure of contingent assets and liabilities. We are subject to uncertainties such as the impact of future events, economic and political factors, and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in preparation of our financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to our unaudited consolidated financial statements.

We evaluate our estimates on an ongoing basis, including those related to revenue recognition, the allowance for doubtful accounts, the carrying value of prepaid advertising, the carrying value of long-lived assets (including goodwill and intangible assets), the carrying value of marketable securities, the amortization period of long-lived assets (excluding goodwill), the carrying value, capitalization and amortization of software and Web site development costs, the provision for income taxes and related deferred tax accounts, certain accrued expenses and contingencies, share-based compensation to employees and transactions with HLTH.

We believe the following reflects our critical accounting policies and our more significant judgments and estimates used in the preparation of our unaudited consolidated financial statements:

•  Revenue Recognition.  Revenue from advertising is recognized as advertisements are delivered or as publications are distributed. Revenue from sponsorship arrangements, content syndication and distribution arrangements, and licenses of healthcare management tools and private portals as well as related health coaching services are recognized ratably over the term of the applicable agreement. Revenue from the sponsorship of CME is recognized over the period we substantially complete our contractual deliverables as determined by the applicable agreements. When contractual arrangements contain multiple elements, revenue is allocated to each element based on its relative fair value determined using prices charged when elements are sold separately. In certain instances where fair value does not exist for all the elements, the amount of revenue allocated to the delivered elements equals the total consideration less the fair value of the undelivered elements. In instances where fair value does not exist for the undelivered elements, revenue is recognized when the last element is delivered.

•  Long-Lived Assets.  Our long-lived assets consist of property and equipment, goodwill and other intangible assets. Goodwill and other intangible assets arise from the acquisitions we have made. The amount assigned to intangible assets is subjective and based on our estimates of the future benefit of

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the intangible assets using accepted valuation techniques, such as discounted cash flow and replacement cost models. Our long-lived assets, excluding goodwill, are amortized over their estimated useful lives, which we determined based on the consideration of several factors including the period of time the asset is expected to remain in service. We evaluate the carrying value and remaining useful lives of long-lived assets, excluding goodwill, whenever indicators of impairment are present. We evaluate the carrying value of goodwill annually, and whenever indicators of impairment are present. We use a discounted cash flow approach to determine the fair value of goodwill. There was no impairment of goodwill noted as a result of our impairment testing in 2007.

•  Fair Value of Investments.  We hold investments in ARS which are backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all of which had credit ratings of AAA or Aaa when purchased. Historically, the fair value of our ARS investments approximated par value due to the frequent auction periods, generally every 7 to 28 days, which provided liquidity to these investments. However, since February 2008, virtually all auctions involving these securities have failed. The result of a failed auction is that these ARS will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS investments develop. We cannot be certain regarding the amount of time it will take for an auction market or other markets to develop. Accordingly, during the three months ended March 31, 2008, we concluded that the estimated fair value of the ARS no longer approximated the par value due to the lack of liquidity.

We estimated the fair value of our ARS investments using an income approach valuation technique. Using this approach, expected future cash flows were calculated over the expected life of each security and were discounted to a single present value using a market required rate of return. Some of the more significant assumptions made in the present value calculations include (i) the estimated weighted average lives for the loan portfolios underlying each individual ARS, which range from 4 to 14 years and (ii) the required rates of return used to discount the estimated future cash flows over the estimated life of each security, which considered both the credit quality for each individual ARS and the market liquidity for these investments. As of March 31, 2008, we concluded the fair value of our ARS investments was $141,044, compared to a face value of $168,450. The impairment in value, or $27,406 was considered to be other-than-temporary, and accordingly, was recorded as an impairment charge within the statement of operations during the three months ended March 31, 2008. During the three and six months ended June 30, 2008, we received $950 and $1,700, respectively, associated with the partial redemption of certain of our ARS holdings which represented 100% of their face value. As a result, as of June 30, 2008, the total face value of our ARS holdings was $167,500. During the three months ended June 30, 2008, we reduced the carrying value of our ARS holdings by $1,383. We assessed this decline in fair market value to be temporary and therefore recorded this decline as unrealized loss in other comprehensive income.

Our ARS have been classified as Level 3 assets in accordance with Statement of Financial Accounting Standards (which we refer to as SFAS) No. 157, “Fair Value Measurements,” as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market due to the lack of trading in the securities. If different assumptions were used for the various inputs to the valuation approach including, but not limited to, assumptions involving the estimated lives of the ARS investments, the estimated cash flows over those estimated lives, and the estimated discount rates applied to those cash flows, the estimated fair value of these investments could be significantly higher or lower than the fair value we determined. We continue to monitor the market for auction rate securities as well as the individual ARS investments we own. We may be required to record additional losses in future periods if the fair value of our ARS deteriorate further.

•  Stock-Based Compensation.  In December 2004, the Financial Accounting Standards Board (which we refer to as FASB) issued SFAS No. 123, “(Revised 2004): Share-Based Payment” (which we refer to as SFAS 123R), which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” (which we refer to as SFAS 123) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to

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Employees.” SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) in the consolidated financial statements based on their fair values. We adopted SFAS 123R on January 1, 2006 and elected to use the modified prospective transition method and as a result, prior period results were not restated. Under the modified prospective method, awards that were granted or modified on or after January 1, 2006 are measured and accounted for in accordance with SFAS 123R. Unvested stock options and restricted stock awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with SFAS 123, using the same grant date fair value and same expense attribution method used under SFAS 123, except that all awards are recognized in the results of operations over the remaining vesting periods.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in this model are expected dividend yield, expected volatility, risk-free interest rate and expected term. The expected volatility for stock options to purchase HLTH Common Stock is based on implied volatility from traded options of HLTH Common Stock combined with historical volatility of HLTH Common Stock. Prior to August 1, 2007, expected volatility for stock options to purchase our Class A Common Stock was based on implied volatility from traded options of stock of comparable companies combined with historical stock price volatility of comparable companies. Beginning on August 1, 2007, expected volatility is based on implied volatility from traded options of our Class A Common Stock combined with historical volatility of our Class A Common Stock.

•  Deferred Tax Assets.  Our deferred tax assets are comprised primarily of net operating loss (“NOL”) carryforwards. At December 31, 2007, we had NOL carryforwards of approximately $668,000 on a separate return basis. At December 31, 2007, we had NOL carryforwards of $272,000 on a legal entity basis. This difference reflects the utilization of approximately $430,000 by the HLTH consolidated group as a result of the sale of certain HLTH businesses. Subject to certain limitations, these loss carryforwards may be used to offset taxable income in future periods, reducing the amount of taxes we might otherwise be required to pay. Based on information available as of the date of this filing, we currently estimate that the NOL carryforwards that were available as of December 31, 2007 will be reduced by approximately $120,000 as a result of HLTH’s utilization of these NOLs in connection with the sales of certain HLTH businesses in 2008. This estimated amount is based on various assumptions and is subject to material change. The actual amount of our NOL carryforwards that will be utilized by HLTH cannot be determined until HLTH completes its 2008 income tax calculations.

Substantially all of our NOL carryforwards are reserved for by a valuation allowance. In determining the need for a valuation allowance, management determined the probability of realizing deferred tax assets, taking into consideration factors including historical operating results, expectations of future earnings and taxable income. Management will continue to evaluate the need for a valuation allowance and, in the future should management determine that realization of the net deferred tax asset is more likely than not, some or all of the valuation allowance will be reversed, and our effective tax rate may be reduced by such reversal.

•  Transactions with HLTH.  As discussed further below, our expenses reflect a services fee for an allocation of costs for corporate services provided by HLTH. Our expenses also reflect the allocation of a portion of the cost of HLTH’s healthcare plans and the allocation of stock-based compensation expense related to restricted stock awards and other stock-based compensation. We are included in the consolidated federal tax return filed by HLTH. Additionally, our revenue includes revenue from HLTH for services we provide.

Transactions with HLTH

Agreements with HLTH

In connection with our IPO in September 2005, we entered into a number of agreements with HLTH governing the future relationship of the companies, including a Services Agreement, a Tax Sharing Agreement

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and an Indemnity Agreement. These agreements cover a variety of matters, including responsibility for certain liabilities, including tax liabilities, as well as matters related to HLTH providing us with administrative services, such as payroll, accounting, tax, employee benefit plan, employee insurance, intellectual property, legal and information processing services.

On February 15, 2006, the Tax Sharing Agreement was amended to provide that HLTH will compensate us for any use of our NOLs that may result from certain extraordinary transactions, as defined in the Tax Sharing Agreement, including the sales by HLTH of its Emdeon Business Services (“EBS”) and Emdeon Practice Services (“EPS”) operating segments.

On September 14, 2006, HLTH completed the sale of EPS for approximately $565,000 in cash (“EPS Sale”). On November 16, 2006, HLTH completed the sale of a 52% interest in EBS for approximately $1,200,000 in cash (“2006 EBS Sale”). HLTH recognized a taxable gain on the sale of EPS and EBS and utilized a portion of its federal NOL carryforwards to offset the gain on these transactions. Under the tax sharing agreement between HLTH and us, we were reimbursed for our NOL carryforwards utilized by HLTH in these transactions at the current federal statutory rate of 35%. During February 2007, HLTH reimbursed us $140,000 as an estimate of the payment required pursuant to the tax sharing agreement with respect to the EPS Sale and the 2006 EBS Sale, which was subject to adjustment in connection with the filing of the applicable tax returns. During September 2007, HLTH finalized the NOL carryforward attributable to us that was utilized as a result of the EPS Sale and 2006 EBS Sale and reimbursed us an additional $9,862. These reimbursements were recorded as capital contributions which increased additional paid-in-capital at December 31, 2006 and September 30, 2007, respectively.

On February 11, 2008, HLTH announced that it had executed a definitive agreement and closed the sale of its 48% minority interest in EBS to an affiliate of General Atlantic LLC and investment funds managed by Hellman & Friedman LLC for a sale price of $575,000 in cash. On July 22, 2008, HLTH completed the sale of its ViPS segment to an affiliate of General Dynamics Corporation for approximately $225,000 in cash. HLTH expects to recognize taxable gains on these transactions and expects to utilize a portion of our federal NOL carryforwards to offset a portion of the tax liability resulting from these transactions. Based upon information available as of the time of this filing, we currently estimate that our NOL carryforwards will be reduced by an aggregate of approximately $120,000 as a result of HLTH’s utilization of our NOL carryforwards to offset its taxable gains on these transactions. This estimated amount is based on various assumptions and is subject to material change. The actual amount of our NOL carryforwards that HLTH will utilize cannot be determined until HLTH completes its 2008 income tax calculations.

HLTH’s obligation to reimburse us for the utilization of our NOL carryforwards would be extinguished by the completion of the merger with HLTH. See “— Introduction — Pending HLTH Merger” above for a description of the Merger Agreement entered into between HLTH and WebMD.

Charges from the Company to HLTH:

Revenue:  We sell certain of our products and services to HLTH businesses. These amounts are included in revenue during the three and six months ended June 30, 2008. We charge HLTH rates comparable to those charged to third parties for similar products and services.

Charges from HLTH to the Company:

Corporate Services:  We are charged a services fee (the “Services Fee”) for costs related to corporate services provided to us by HLTH. The services that HLTH provides include certain administrative services, including payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. In addition, we reimburse HLTH for an allocated portion of certain expenses that HLTH incurs for outside services and similar items, including insurance fees, outside personnel, facilities costs, professional fees, software maintenance fees and telecommunications costs. HLTH has agreed to make the services available to us for up to 5 years following the IPO. These expense allocations were determined on a basis that we and HLTH consider to be a reasonable assessment of the cost of providing these services, exclusive of any profit margin. The basis we and HLTH used to determine these expense allocations required

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management to make certain judgments and assumptions. These cost allocations are reflected in the table below under the caption “Corporate services — shared services allocation.” The Services Fee is reflected in general and administrative expense within our consolidated statements of operations.

Healthcare Expense:  We are charged for our employees’ participation in HLTH’s healthcare plans. Healthcare expense is charged based on the number of our total employees and reflects HLTH’s average cost of these benefits per employee. Healthcare expense is reflected in the accompanying consolidated statements of operations in the same expense captions as the related salary costs of those employees.

Stock-Based Compensation Expense:  Stock-based compensation expense is related to stock option issuances and restricted stock awards of HLTH Common Stock that have been granted to certain of our employees. Stock-based compensation expense is allocated on a specific employee identification basis. The expense is reflected in our consolidated statements of operations in the same expense captions as the related salary costs of those employees. The allocation of stock-based compensation expense related to HLTH Common Stock is recorded as a capital contribution in additional paid-in capital.

The following table summarizes the allocations reflected in our consolidated financial statements:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008		2007
Charges from the Company to HLTH:
Intercompany revenue	$	40		$	63	$	40	$	125
Charges from HLTH to the Company:
Corporate services — shared services allocation		861			821		1,734		1,625
Healthcare expense		1,943			1,420		3,814		2,802
Stock-based compensation expense		(139	)		209		105		1,120

Recent Accounting Pronouncements

On April 25, 2008, the Financial Accounting Standards Board (or FASB) issued FASB Staff Position (“FSP”) FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (Revised 2007), “Business Combinations,” and other U.S. GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact, if any, that this FSP will have on our results of operations, financial position or cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”), a replacement of SFAS No. 141. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008 and applies to all business combinations. SFAS 141R provides that, upon initially obtaining control, an acquirer shall recognize 100 percent of the fair values of acquired assets, including goodwill, and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100 percent of its target. As a consequence, the current step acquisition model will be eliminated. Additionally, SFAS 141R changes current practice, in part, as follows: (1) contingent consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration; (2) transaction costs will be expensed as incurred, rather than capitalized as part of the purchase price; (3) pre-acquisition contingencies, such as legal issues, will generally have to be accounted for in purchase accounting at fair value; and (4) in order to accrue for a restructuring plan in purchase accounting, the requirements in FASB SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” would have to be met at the acquisition date. While there is no expected impact to our consolidated financial statements on the accounting for acquisitions completed prior to December 31, 2008, the adoption of SFAS 141R on January 1,

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2009 could materially change the accounting for business combinations consummated subsequent to that date and for tax matters relating to prior acquisitions settled subsequent to December 31, 2008.

Results of Operations

The following table sets forth our consolidated statements of operations data and expresses that data as a percentage of revenue for the periods presented:

	Three Months Ended June 30,								Six Months Ended June 30,
	2008				2007				2008						2007
	$		%		$		%		$			%			$		%
Revenue	$	89,176		100.0	$	77,270		100.0	$	170,858			100.0		$	149,214		100.0
Costs and expenses:
Cost of operations		32,763		36.7		28,997		37.5		64,333			37.7			57,615		38.6
Sales and marketing		25,460		28.6		21,929		28.4		51,290			30.0			44,799		30.0
General and administrative		14,614		16.4		15,981		20.7		28,389			16.6			31,486		21.1
Impairment of auction rate securities		—		—		—		—		27,406			16.0			—		—
Depreciation and amortization		7,188		8.1		6,941		9.0		13,973			8.2			12,932		8.7
Interest income		2,350		2.7		3,051		4.0		5,803			3.4			5,036		3.4
Income (loss) from continuing operations before income tax provision		11,501		12.9		6,473		8.4		(8,730	)		(5.1	)		7,418		5.0
Income tax provision		5,149		5.8		1,332		1.7		8,253			4.8			1,542		1.1
Income (loss) from continuing operations		6,352		7.1		5,141		6.7		(16,983	)		(9.9	)		5,876		3.9
Income from discontinued operations, net of tax		—		—		249		0.3		—			—			220		0.2
Net income (loss)	$	6,352		7.1	$	5,390		7.0	$	(16,983	)		(9.9	)	$	6,096		4.1

Revenue is derived from our two business segments: Online Services and Publishing and Other Services. Our Online Services segment derives revenue from advertising, sponsorship (including online CME services), e-detailing promotion and physician recruitment services, content syndication and distribution, and licenses of private online portals to employers, healthcare payers and others, along with related services including lifestyle education and personalized telephonic coaching. Our Publishing and Other Services segment derives revenue from sales of, and advertising in, our physician directories, and advertisements in WebMD the Magazine. We sold our ACS/ACP Business as of December 31, 2007 and the revenue and expenses of this business are shown in discontinued operations for the three and six months ended June 30, 2007.

Our customers include pharmaceutical, biotechnology, medical device and consumer products companies, as well as employers and health plans. Our customers also include physicians and other healthcare providers who buy our physician directories.

Cost of operations consists of costs related to services and products we provide to customers and costs associated with the operation and maintenance of our public and private portals. These costs relate to editorial and production, Web site operations, non-capitalized Web site development costs, and costs related to the production and distribution of our publications. These costs consist of expenses related to salaries and related expenses, non-cash stock-based compensation, creating and licensing content, telecommunications, leased properties, printing and distribution.

Sales and marketing expense consists primarily of advertising, product and brand promotion, salaries and related expenses, and non-cash stock-based compensation. These expenses include items related to salaries and related expenses of account executives, account management and marketing personnel, costs and expenses for

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marketing programs, and fees for professional marketing and advertising services. Also included in sales and marketing expense are the non-cash advertising expenses discussed below.

General and administrative expense consists primarily of salaries, non-cash stock-based compensation and other salary-related expenses of administrative, finance, legal, information technology, human resources and executive personnel. These expenses include costs of general insurance, costs of accounting and internal control systems to support our operations and a services fee for our portion of certain expenses shared across all segments of HLTH.

Our discussions throughout this MD&A reference certain non-cash expenses. The following is a summary of our principal non-cash expenses:

•  Non-cash advertising expense.  Expense related to the use of our prepaid advertising inventory that we received from News Corporation in exchange for equity instruments that HLTH issued in connection with an agreement it entered into with News Corporation in 1999 and subsequently amended in 2000. This non-cash advertising expense is included in cost of operations when we utilize this advertising inventory in conjunction with offline advertising and sponsorship programs and is included in sales and marketing expense when we use the asset for promotion of our brand.

•  Non-cash stock-based compensation expense.  Expense related to awards of our restricted Class A Common Stock and awards of employee stock options, as well as awards of restricted HLTH Common Stock and awards of HLTH stock options that have been granted to certain of our employees. Expense also related to shares issued to our non-employee directors. Non-cash stock-based compensation expense is reflected in the same expense captions as the related salary costs of the respective employees.

The following table is a summary of our non-cash expenses included in the respective statements of operations captions.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2008		2007		2008		2007
Advertising expense:
Sales and marketing	$	—	$	—	$	1,558	$	2,320
Stock-based compensation expense:
Cost of operations	$	826	$	984	$	1,945	$	2,562
Sales and marketing		1,264		1,379		2,402		2,637
General and administrative		1,398		2,179		2,853		4,706
Total stock-based compensation expense	$	3,488	$	4,542	$	7,200	$	9,905

Three and Six Months Ended June 30, 2008 and 2007

The following discussion is a comparison of our results of operations on a consolidated basis for the three and six months ended June 30, 2008 and 2007.

Revenue

Our total revenue increased 15.4% and 14.5% to $89,176 and $170,858 in the three and six months ended June 30, 2008, respectively, from $77,270 and $149,214 during the same periods last year. These increases were primarily due to higher advertising and sponsorship revenue from our public portals, as described more fully below under “— Results of Operations by Operating Segment — Online Services.” Online Services accounted for $11,706 and $21,691 of the revenue increases for the three and six months ended June 30, 2008, respectively. Publishing and Other Services accounted for $200 of the revenue increase for the three months

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ended June 30, 2008. For the six months ended June 30, 2008, the revenue increase was offset by a decrease of $47 within Publishing and Other Services.

Costs and Expenses

Cost of Operations.  Cost of operations increased to $32,763 and $64,333 in the three and six months ended June 30, 2008, respectively, from $28,997 and $57,615 during the same periods last year. As a percentage of revenue, cost of operations were 36.7% and 37.7% in the three and six months ended June 30, 2008, respectively, compared to 37.5% and 38.6% in the same periods last year. Included in cost of operations in 2008 were non-cash expenses related to stock-based compensation of $826 and $1,945 during the three and six months ended June 30, 2008, respectively, compared to $984 and $2,562 during the same periods last year. The decreases in non-cash expenses during the three and six month periods compared to the same periods last year were primarily related to graded vesting methodology used in determining stock-based compensation expense relating to the Company’s stock options and restricted stock awards granted at the time of the initial public offering. Cost of operations excluding non-cash expense was $31,937 and $62,388 in the three and six months ended June 30, 2008, respectively, or 35.8% and 36.5% of revenue, compared to $28,013 and $55,053, or 36.3% and 36.9% of revenue during the same periods last year. The increases in absolute dollars were primarily attributable to increases in compensation-related costs due to higher staffing levels relating to our Web site operations and development. The decrease as a percentage of revenue was primarily due to our ability to achieve the increase in revenue without incurring a proportional increase in cost of operations expense.

Sales and Marketing.  Sales and marketing expense increased to $25,460 and $51,290 in the three and six months ended June 30, 2008, respectively, from $21,929 and $44,799 in the same periods last year. As a percentage of revenue, sales and marketing expense was 28.6% and 30.0% for the three and six months ended June 30, 2008, respectively, compared to 28.4% and 30.0% during the same periods last year. Included in sales and marketing expense were non-cash expenses related to advertising of $1,558 in the six months ended June 30, 2008, compared to $2,320 in the six months ended June 30, 2007. There were no non-cash expenses related to advertising in the three months ended June 30, 2008 and 2007. Non-cash advertising expense decreased during the six months ended June 30, 2008 compared to 2007 due to lower utilization of our prepaid advertising inventory. Also included in sales and marketing expense were non-cash expenses related to stock-based compensation of $1,264 and $2,402 in the three and six months ended June 30, 2008, respectively, compared to $1,379 and $2,637 in the same periods last year. The decreases in non-cash stock-based compensation expense were primarily related to graded vesting methodology used in determining stock-based compensation expense relating to the Company’s stock options and restricted stock awards granted at the time of the initial public offering. Sales and marketing expense, excluding non-cash expenses, was $24,196 and $47,330 or 27.1% and 27.7% of revenue in the three and six months ended June 30, 2008, respectively, compared to $20,550 and $39,842 or 26.6% and 26.7% of revenue in the same periods last year. The increases in absolute dollars, as well as the increases as a percentage of revenue, were primarily attributable to increases of approximately $2,600 and $5,400 in the three and six months ended June 30, 2008, respectively, in compensation-related costs due to increased staffing and sales commissions related to higher revenue. The increases were also attributable to approximately $600 and $1,600 of increased expenses related to marketing and advertising programs in the three and six months ended June 30, 2008, respectively.

General and Administrative.  General and administrative expense decreased to $14,614 and $28,389 in the three and six months ended June 30, 2008, respectively, from $15,981 and $31,486 in the same periods last year. As a percentage of revenue, general and administrative expense was 16.4% and 16.6% for the three and six months ended June 30, 2008, respectively, compared to 20.7% and 21.1% during the same periods last year. Included in general and administrative expense during the three and six months ended June 30, 2008 was non-cash stock-based compensation expense of $1,398 and $2,853, respectively, compared to $2,179 and $4,706 in the same periods last year. The decreases in non-cash stock-based compensation expense were primarily due to graded vesting methodology used in determining stock-based compensation expense relating to the Company’s stock options and restricted stock awards granted at the time of the initial public offering. General and administrative expense, excluding non-cash expenses, was $13,216 and $25,536 or 14.8% and 14.9% of revenue in the three and six months ended June 30, 2008, respectively, compared to $13,802 and

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$26,780 or 17.9% and 17.9% of revenue in the same periods last year. The decreases in absolute dollars were primarily attributable to a decrease in costs related to outside services and contractors.

Impairment of Auction Rate Securities.  Impairment of auction rate securities represents a charge of $27,406 related to an other-than temporary reduction of the fair value of the Company’s auction rate securities during the six months ended June 30, 2008. For additional information, see “— Other Significant Developments and Trends — Impairment of Auction Rate Securities” above.

Depreciation and Amortization.  Depreciation and amortization expense increased to $7,188 and $13,973 in the three and six months ended June 30, 2008, respectively, from $6,941 and $12,932 in the same periods last year. The increases over the prior year periods was due to increases of approximately $1,100 and $2,600, during the three and six months ended June 30, 2008, respectively, in depreciation expense resulting from capital expenditures made in 2007 and 2008, which was partially offset by a decrease in amortization expense of approximately $900 and $1,500 during the three and six months ended June 30, 2008, respectively, resulting from certain intangible assets becoming fully amortized.

Interest Income.  Interest income decreased to $2,350 in the three months ended June 30, 2008 from $3,051 in the same period last year. Interest income increased to $5,803 in the six months ended June 30, 2008 from $5,036 in the same period last year. The decrease in the three month period resulted from a decrease in the average interest rate of the Company’s investments. The increase in the six month period resulted from the increased cash available for investment, partially offset by a decrease in the average interest rate of the Company’s investments.

Income Tax Provision.  The income tax provision of $5,149 and $8,253 for the three and six months ended June 30, 2008, respectively, and income tax provision of $1,332 and $1,542 for the three and six months ended June 30, 2007, respectively, represent tax expense related to federal, state and other jurisdictions. As a result of the reversal of a portion of our valuation allowance during the three months ended December 31, 2007, the income tax provision for the six months ended June 30, 2008 reflects a normal tax rate provision based on the statutory rates, and accordingly, includes a non-cash provision. The increase in the effective tax rate from the six months ended June 30, 2007 is a result of this non-cash provision. The income tax provision for the six months ended June 30, 2008 excludes a benefit for the impairment of ARS, as it is currently not deductible for tax purposes.

Income from Discontinued Operations, Net of Tax.  Income from discontinued operations, net of tax, represents the ACS/ACP Business net operating income of $249 and $220 for the three and six months ended June 30, 2007, respectively, in connection with the completed sale of the ACS/ACP Business.

Results of Operations by Operating Segment

We monitor the performance of our business based on earnings before interest, taxes, depreciation, amortization and other non-cash items. Other non-cash items include non-cash advertising expense and non-cash stock-based compensation expense. Corporate and other overhead functions are allocated to segments on a specifically identifiable basis or other reasonable method of allocation. We consider these allocations to be a reasonable reflection of the utilization of costs incurred. We do not disaggregate assets for internal management reporting and, therefore, such information is not presented. There are no inter-segment revenue transactions.

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The following table presents the results of our operations for each of our operating segments and a reconciliation to income (loss) from continuing operations:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenue
Online Services:
Advertising and sponsorship	$	62,383		$	52,436		$	118,448		$	99,857
Licensing		21,866			19,799			43,789			39,914
Content syndication and other		345			653			762			1,537
Total Online Services		84,594			72,888			162,999			141,308
Publishing and Other Services		4,582			4,382			7,859			7,906
	$	89,176		$	77,270		$	170,858		$	149,214
Earnings before interest, taxes, depreciation, amortization and other non-cash items
Online Services	$	18,800		$	14,042		$	35,331		$	27,034
Publishing and Other Services		1,027			863			273			505
		19,827			14,905			35,604			27,539
Interest, taxes, depreciation, amortization and other non-cash items
Interest income		2,350			3,051			5,803			5,036
Depreciation and amortization		(7,188	)		(6,941	)		(13,973	)		(12,932	)
Non-cash advertising		—			—			(1,558	)		(2,320	)
Non-cash stock-based compensation		(3,488	)		(4,542	)		(7,200	)		(9,905	)
Impairment of auction rate securities		—			—			(27,406	)		—
Income tax provision		(5,149	)		(1,332	)		(8,253	)		(1,542	)
Income (loss) from continuing operations		6,352			5,141			(16,983	)		5,876
Income from discontinued operations, net of tax		—			249			—			220
Net income (loss)	$	6,352		$	5,390		$	(16,983	)	$	6,096

The following discussion is a comparison of the results of operations for our two operating segments for the three and six months ended June 30, 2008 and 2007.

Online Services.  Revenues were $84,594, and $162,999 for the three and six month ended June 30, 2008, respectively, an increase of $11,706 and $21,691 or 16.1% and 15.4% from the same periods last year. Advertising and sponsorship revenue increased $9,947 or 19.0% and $18,591 or 18.6% for the three and six months ended June 30, 2008, respectively, compared to the same periods last year. The increases in advertising and sponsorship revenue were attributable to an increase in the number of unique sponsored programs on our sites, including both brand sponsorship and educational programs. The number of such programs grew to approximately 700 compared to approximately 500 last year. In general, pricing remained relatively stable for our advertising and sponsorship programs and was not a significant source of the revenue increase. Licensing revenue increased $2,067 or 10.4% and $3,875 or 9.7% for the three and six months ended June 30, 2008, respectively, compared to the same periods last year. These increases were due to an increase in the number of companies using our private portal platform to 123 from 108 last year. In general, pricing remained relatively stable for our private portal licenses and was not a significant source of the revenue increase. We also have approximately 140 additional customers who purchase stand-alone decision-support services from us. Content syndication and other revenue decreased to $345 and $762 during the three and six months ended June 30,

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2008, respectively, from $653 and $1,537 during the same periods last year, primarily as a result of the completion of certain contracts and our decision not to seek new content syndication business.

Our Online Services earnings before interest, taxes, depreciation, amortization and other non-cash items was $18,800 and $35,331 for the three and six months ended June 30, 2008, respectively, or 22.2% and 21.7% of revenue, respectively, compared to $14,042 and $27,034 or 19.3% and 19.1% of revenue in the same periods last year. These increases as a percentage of revenue were due to higher revenue from the increase in the number of brands and sponsored programs in our public portals as well as the increase in companies using our private online portal without incurring a proportionate increase in overall expenses.

Publishing and Other Services.  Revenues were $4,582 and $7,859 during the three and six months ended June 30, 2008, respectively, compared to $4,382 and $7,906 in the same periods last year. The increase in the three month period ended June 30, 2008 was attributable to $436 of higher advertising revenue in WebMD the Magazine, offset by $236 of lower advertising in The Little Blue Book. In general, pricing remained relatively stable for advertising in both The Little Blue Book and WebMD the Magazine and was not a significant source for changes in revenue.

Our Publishing and Other Services earnings before interest, taxes, depreciation, amortization and other non-cash items was $1,027 and $273 during the three and six months ended June 30, 2008, compared to $863 and $505 during the same periods last year. These changes were primarily attributable to a change in the mix of revenues.

Liquidity and Capital Resources

As of June 30, 2008, we had $186,490 of cash and cash equivalents and we owned investments in ARS with a face value of $167,500 and a fair value of $138,753. While liquidity for our ARS investments is currently limited, we recently entered into a non-recourse credit facility with Citigroup that will allow us to borrow up to 75% of the face amount of our ARS holdings. See “— Introduction — Other Significant Developments and Trends — Impairment of Auction Rate Securities” and “— Introduction — Other Recent Transactions — Credit Facility” above. Our working capital as of June 30, 2008 was $297,966. Our working capital is affected by the timing of each period end in relation to items such as payments received from customers, payments made to vendors, and internal payroll and billing cycles, as well as the seasonality within our business. Accordingly, our working capital, and its impact on cash flow from operations, can fluctuate materially from period to period.

Cash provided by operating activities during the six months ended June 30, 2008 was $62,758, as a result of net loss of $16,983, adjusted for non-cash expenses of $56,804, which included depreciation and amortization, non-cash advertising expense, non-cash stock-based compensation expense, deferred income taxes and an impairment of auction rate securities. Additionally, changes in working capital provided cash flow of $22,937, primarily due to a decrease in accounts receivable of $17,216 and an increase in deferred revenue of $11,000, partially offset by a decrease in accrued expenses and other long-term liabilities of $5,131. Cash provided by operating activities from continuing operations during the six months ended June 30, 2007 was $44,844, as a result of net income of $6,096, adjusted for income from discontinued operations of $220 and non-cash expenses of $25,734, which included depreciation and amortization, non-cash advertising expense, deferred income taxes and non-cash stock-based compensation expense. Additionally, changes in working capital provided cash flow of $13,234, primarily due to a decrease in accounts receivable of $7,719 and an increase in deferred revenue of $10,576, partially offset by a decrease in accrued expenses and other long-term liabilities of $7,271.

Cash used in investing activities during the six months ended June 30, 2008 was $92,413 which related to net purchases of available-for-sale securities of $86,600 and investments in property and equipment of $6,946 primarily to enhance our technology platform, partially offset by cash received from the sale of the ACS/ACP Business of $985. Cash used in investing activities during the six months ended June 30, 2007 was $27,175 which related to net purchases of available-for-sale securities of $17,411 and investments in property and equipment of $9,764 primarily to enhance our technology platform.

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Cash provided by financing activities during the six months ended June 30, 2008 related to proceeds from the issuance of common stock of $2,392. Cash provided by financing activities during the six months ended June 30, 2007 principally related to net cash transfers with HLTH of $145,257, which included $140,000 received from HLTH related to the utilization of the Company’s net operating losses, and proceeds from the issuance of common stock of $5,723.

Potential future cash commitments include our anticipated 2008 capital expenditure requirements for the full year, which we currently estimate to be up to $25,000. Our anticipated capital expenditures relate to improvements that will be deployed across our public and private portal web sites in order to enable us to service future growth in unique users, page views and private portal customers, as well as to create new sponsorship areas for our customers. Our liquidity during 2008 is expected to be significantly impacted as a result of the planned HLTH Merger. See “— Introduction — Pending HLTH Merger” above. The planned merger with HLTH will result in the payment of up to $6.89 in cash for each share of HLTH Common Stock as of the closing date of the merger. We expect the combined company to use available cash on hand, as well as cash proceeds to be received from the divestiture by HLTH of its Porex business to fund the cash portion of the Merger Consideration. Additionally, if Porex has not been sold at the time the HLTH Merger is ready to be consummated, we could issue up to $250,000 in redeemable notes to the HLTH stockholders in lieu of a portion of the cash consideration otherwise payable in the merger, or HLTH or WebMD could drawdown proceeds from the respective non-recourse credit facilities they have entered into with Citigroup.

We believe that our available cash resources and future cash flow from operations will provide sufficient cash resources to meet the commitments described above and to fund our currently anticipated working capital and capital expenditure requirements for up to twenty-four months. Our future liquidity and capital requirements will depend upon numerous factors, including retention of customers at current volume and revenue levels, our existing and new application and service offerings, competing technological and market developments, and potential future acquisitions. In addition, our ability to generate cash flow is subject to numerous factors beyond our control, including general economic, regulatory and other matters affecting us and our customers. We plan to continue to enhance our online services and to continue to invest in acquisitions, strategic relationships, facilities, technological infrastructure and product development. We intend to grow our existing businesses and enter into complementary ones through both internal investments and acquisitions. We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. We cannot assure you that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders. Future indebtedness may impose various restrictions and covenants on us that could limit our ability to respond to market conditions, to provide for unanticipated capital investments or to take advantage of business opportunities.

Factors That May Affect Our Future Financial Condition or Results of Operations

This section describes circumstances or events that could have a negative effect on our financial results or operations or that could change, for the worse, existing trends in some or all of our businesses. The occurrence of one or more of the circumstances or events described below could have a material adverse effect on our financial condition, results of operations and cash flows or on the trading prices of our Class A Common Stock or securities we may issue in the future. The risks and uncertainties described in this Quarterly Report are not the only ones facing us. Additional risks and uncertainties that are not currently known to us or that we currently believe are immaterial may also adversely affect our business and operations.

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Risks Related to Our Operations and Financial Performance

If we are unable to provide content and services that attract and retain users to The WebMD Health Network on a consistent basis, our advertising and sponsorship revenue could be reduced

Users of The WebMD Health Network have numerous other online and offline sources of healthcare information services. Our ability to compete for user traffic on our public portals depends upon our ability to make available a variety of health and medical content, decision-support applications and other services that meet the needs of a variety of types of users, including consumers, physicians and other healthcare professionals, with a variety of reasons for seeking information. Our ability to do so depends, in turn, on:

•  our ability to hire and retain qualified authors, journalists and independent writers;

•  our ability to license quality content from third parties; and

•  our ability to monitor and respond to increases and decreases in user interest in specific topics.

We cannot assure you that we will be able to continue to develop or acquire needed content, applications and tools at a reasonable cost. In addition, since consumer users of our public portals may be attracted to The WebMD Health Network as a result of a specific condition or for a specific purpose, it is difficult for us to predict the rate at which they will return to the public portals. Because we generate revenue by, among other things, selling sponsorships of specific pages, sections or events on The WebMD Health Network, a decline in user traffic levels or a reduction in the number of pages viewed by users could cause our revenue to decrease and could have a material adverse effect on our results of operations.

Developing and implementing new and updated applications, features and services for our public and private portals may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs

Attracting and retaining users of our public portals and clients for our private portals requires us to continue to improve the technology underlying those portals and to continue to develop new and updated applications, features and services for those portals. If we are unable to do so on a timely basis or if we are unable to implement new applications, features and services without disruption to our existing ones, we may lose potential users and clients.

We rely on a combination of internal development, strategic relationships, licensing and acquisitions to develop our portals and related applications, features and services. Our development and/or implementation of new technologies, applications, features and services may cost more than expected, may take longer than originally expected, may require more testing than originally anticipated and may require the acquisition of additional personnel and other resources. There can be no assurance that the revenue opportunities from any new or updated technologies, applications, features or services will justify the amounts spent.

We face significant competition for our products and services

The markets in which we operate are intensely competitive, continually evolving and, in some cases, subject to rapid change.

•  Our public portals face competition from numerous other companies, both in attracting users and in generating revenue from advertisers and sponsors. We compete for users with online services and Web sites that provide health-related information, including both commercial sites and not-for-profit sites. We compete for advertisers and sponsors with: health-related Web sites; general purpose consumer Web sites that offer specialized health sub-channels; other high-traffic Web sites that include both healthcare-related and non-healthcare-related content and services; search engines that provide specialized health search; and advertising networks that aggregate traffic from multiple sites.

•  Our private portals compete with: providers of healthcare decision-support tools and online health management applications; wellness and disease management vendors; and health information services and health management offerings of healthcare benefits companies and their affiliates.

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•  Our Publishing and Other Services segment’s products and services compete with numerous other offline publications, some of which have better access to traditional distribution channels than we have, and also compete with online information sources.

Many of our competitors have greater financial, technical, product development, marketing and other resources than we do. These organizations may be better known than we are and have more customers or users than we do. We cannot provide assurance that we will be able to compete successfully against these organizations or any alliances they have formed or may form. Since there are no substantial barriers to entry into the markets in which our public portals participate, we expect that competitors will continue to enter these markets.

Failure to maintain and enhance the “WebMD” brand could have a material adverse effect on our business

We believe that the “WebMD” brand identity that we have developed has contributed to the success of our business and has helped us achieve recognition as a trusted source of health and wellness information. We also believe that maintaining and enhancing that brand is important to expanding the user base for our public portals, to our relationships with sponsors and advertisers and to our ability to gain additional employer and healthcare payer clients for our private portals. We have expended considerable resources on establishing and enhancing the “WebMD” brand and our other brands, and we have developed policies and procedures designed to preserve and enhance our brands, including editorial procedures designed to provide quality control of the information we publish. We expect to continue to devote resources and efforts to maintain and enhance our brand. However, we may not be able to successfully maintain or enhance awareness of our brands, and events outside of our control may have a negative effect on our brands. If we are unable to maintain or enhance awareness of our brand, and do so in a cost-effective manner, our business could be adversely affected.

Our online businesses have a limited operating history

Our online businesses have a limited operating history and participate in relatively new markets. These markets, and our online businesses, have undergone significant changes during their short history and can be expected to continue to change. Many companies with business plans based on providing healthcare information and related services through the Internet have failed to be profitable and some have filed for bankruptcy and/or ceased operations. Even if demand from users exists, we cannot assure you that our businesses will continue to be profitable.

Our failure to attract and retain qualified executives and employees may have a material adverse effect on our business

Our business depends largely on the skills, experience and performance of key members of our management team. We also depend, in part, on our ability to attract and retain qualified writers and editors, software developers and other technical personnel and sales and marketing personnel. Competition for qualified personnel in the healthcare information services and Internet industries is intense. We cannot assure you that we will be able to hire or retain a sufficient number of qualified personnel to meet our requirements, or that we will be able to do so at salary and benefit costs that are acceptable to us. Failure to do so may have an adverse effect on our business.

If we are unable to provide healthcare content for our offline publications that attracts and retains users, our revenue will be reduced

Interest in our offline publications, such as The Little Blue Book, is based upon our ability to make available up-to-date health content that meets the needs of our physician users. Although we have been able to continue to update and maintain the physician practice information that we publish in The Little Blue Book, if we are unable to continue to do so for any reason, the value of The Little Blue Book would diminish and interest in this publication and advertising in this publication would be adversely affected.

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WebMD the Magazine was launched in April 2005 and, as a result, has a very short operating history. We cannot assure you that WebMD the Magazine will be able to attract and retain the advertisers needed to make this publication successful in the future.

The timing of our advertising and sponsorship revenue may vary significantly from quarter to quarter

Our advertising and sponsorship revenue, which accounted for approximately 73% of our total Online Services segment revenue for the year ended December 31, 2007, may vary significantly from quarter to quarter due to a number of factors, many of which are not in our control, and some of which may be difficult to forecast accurately. The majority of our advertising and sponsorship programs are for terms of approximately four to twelve months. We have relatively few longer term advertising and sponsorship programs. In addition, we have noted a trend this year, among some of our advertisers and sponsors, of seeking to enter into shorter term contracts than they had entered into in the past. We cannot assure you that our current advertisers and sponsors will continue to use our services beyond the terms of their existing contracts or that they will enter into any additional contracts.

In addition, the time between the date of initial contact with a potential advertiser or sponsor regarding a specific program and the execution of a contract with the advertiser or sponsor for that program may be lengthy, especially for larger contracts, and may be subject to delays over which we have little or no control, including as a result of budgetary constraints of the advertiser or sponsor or their need for internal approvals. Other factors that could affect the timing of contracting for specific programs with advertisers and sponsors, or receipt of revenue under such contracts, include:

•  the timing of FDA approval for new products or for new approved uses for existing products;

•  the timing of FDA approval of generic products that compete with existing brand name products;

•  the timing of withdrawals of products from the market;

•  seasonal factors relating to the prevalence of specific health conditions and other seasonal factors that may affect the timing of promotional campaigns for specific products; and

•  the scheduling of conferences for physicians and other healthcare professionals.

Lengthy sales and implementation cycles for our private online portals make it difficult to forecast our revenues from these applications and may have an adverse impact on our business

The period from our initial contact with a potential client for a private online portal and the first purchase of our solution by the client is difficult to predict. In the past, this period has generally ranged from six to twelve months, but in some cases has been longer. These sales may be subject to delays due to a client’s internal procedures for approving large expenditures and other factors beyond our control. The time it takes to implement a private online portal is also difficult to predict and has lasted as long as six months from contract execution to the commencement of live operation. Implementation may be subject to delays based on the availability of the internal resources of the client that are needed and other factors outside of our control. As a result, we have limited ability to forecast the timing of revenue from new clients. This, in turn, makes it more difficult to predict our financial performance from quarter to quarter.

During the sales cycle and the implementation period, we may expend substantial time, effort and money preparing contract proposals, negotiating contracts and implementing the private online portal without receiving any related revenue. In addition, many of the expenses related to providing private online portals are relatively fixed in the short term, including personnel costs and technology and infrastructure costs. Even if our private portal revenue is lower than expected, we may not be able to reduce related short-term spending in response. Any shortfall in such revenue would have a direct impact on our results of operations.

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Our ability to provide comparative information on hospital cost and quality depends on our ability to obtain the required data on a timely basis and, if we are unable to do so, our private portal services would be less attractive to clients

We provide, in connection with our private portal services, comparative information about hospital cost and quality. Our ability to provide this information depends on our ability to obtain comprehensive, reliable data. We currently obtain this data from a number of public and private sources, including the Centers for Medicare and Medicaid Services (CMS), 24 individual states and the Leapfrog Group. We cannot provide assurance that we would be able to find alternative sources for this data on acceptable terms and conditions. Accordingly, our business could be negatively impacted if CMS or our other data sources cease to make such information available or impose terms and conditions for making it available that are not consistent with our planned usage. In addition, the quality of the comparative information services we provide depends on the reliability of the information that we are able to obtain. If the information we use to provide these services contains errors or is otherwise unreliable, we could lose clients and our reputation could be damaged.

Our ability to renew existing licenses with employers and health plans will depend, in part, on our ability to continue to increase usage of our private portal services by their employees and plan members

In a healthcare market where a greater share of the responsibility for healthcare costs and decision-making has been increasingly shifting to consumers, use of information technology (including personal health records) to assist consumers in making informed decisions about healthcare has also increased. We believe that through our WebMD Health and Benefits Manager tools, including our personal health record application, we are well positioned to play a role in this consumer-directed healthcare environment, and these services will be a significant driver for the growth of our private portals during the next several years. However, our growth strategy depends, in part, on increasing usage of our private portal services by our employer and health plan clients’ employees and members, respectively. Increasing usage of our services requires us to continue to deliver and improve the underlying technology and develop new and updated applications, features and services. In addition, we face competition in the area of healthcare decision-support tools and online health management applications and health information services. Many of our competitors have greater financial, technical, product development, marketing and other resources than we do, and may be better known than we are. We cannot provide assurance that we will be able to meet our development and implementation goals, nor that we will be able to compete successfully against other vendors offering competitive services and, as a result, may experience static or diminished usage for our private portal services and possible non-renewals of our license agreements.

Expansion to markets outside the United States will subject us to additional risks

One element of our growth strategy is to seek to expand our online services to markets outside the United States. Generally, we expect that we would accomplish this through partnerships or joint ventures with other companies having expertise in the specific country or region. However, our participation in international markets will still be subject to certain risks beyond those applicable to our operations in the United States, such as:

•  difficulties in staffing and managing operations outside of the United States;

•  fluctuations in currency exchange rates;

•  burdens of complying with a wide variety of legal, regulatory and market requirements;

•  variability of economic and political conditions;

•  tariffs or other trade barriers;

•  costs of providing and marketing products and services in different markets;

•  potentially adverse tax consequences, including restrictions on repatriation of earnings; and

•  difficulties in protecting intellectual property.

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Risks Related to Our Relationships with Clients

Developments in the healthcare industry could adversely affect our business

Most of our revenue is derived from the healthcare industry and could be affected by changes affecting healthcare spending. We are particularly dependent on pharmaceutical, biotechnology and medical device companies for our advertising and sponsorship revenue.

General reductions in expenditures by healthcare industry participants could result from, among other things:

•  government regulation or private initiatives that affect the manner in which healthcare providers interact with patients, payers or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services;

•  consolidation of healthcare industry participants;

•  reductions in governmental funding for healthcare; and

•  adverse changes in business or economic conditions affecting healthcare payers or providers, pharmaceutical, biotechnology or medical device companies or other healthcare industry participants.

Even if general expenditures by industry participants remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market segments that we serve or are planning to serve. For example, use of our products and services could be affected by:

•  changes in the design of health insurance plans;

•  a decrease in the number of new drugs or medical devices coming to market; and

•  decreases in marketing expenditures by pharmaceutical or medical device companies, including as a result of governmental regulation or private initiatives that discourage or prohibit advertising or sponsorship activities by pharmaceutical or medical device companies.

In addition, our customers’ expectations regarding pending or potential industry developments may also affect their budgeting processes and spending plans with respect to products and services of the types we provide.

The healthcare industry has changed significantly in recent years and we expect that significant changes will continue to occur. However, the timing and impact of developments in the healthcare industry are difficult to predict. We cannot assure you that the markets for our products and services will continue to exist at current levels or that we will have adequate technical, financial and marketing resources to react to changes in those markets.

We may be unsuccessful in our efforts to increase advertising and sponsorship revenue from consumer products companies

Most of our advertising and sponsorship revenue has, in the past, come from pharmaceutical, biotechnology and medical device companies. We have been focusing on increasing sponsorship revenue from consumer products companies that are interested in communicating health-related or safety-related information about their products to our audience. However, while a number of consumer products companies have indicated an intent to increase the portion of their promotional spending used on the Internet, we cannot assure you that these advertisers and sponsors will find our consumer Web sites to be as effective as other Web sites or traditional media for promoting their products and services. If we encounter difficulties in competing with the other alternatives available to consumer products companies, this portion of our business may develop more slowly than we expect or may fail to develop.

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We could be subject to breach of warranty or other claims by clients of our online portals if the software and systems we use to provide them contain errors or experience failures

Errors in the software and systems we use could cause serious problems for clients of our online portals. We may fail to meet contractual performance standards or client expectations. Clients of our online portals may seek compensation from us or may seek to terminate their agreements with us, withhold payments due to us, seek refunds from us of part or all of the fees charged under those agreements or initiate litigation or other dispute resolution procedures. In addition, we could face breach of warranty or other claims by clients or additional development costs. Our software and systems are inherently complex and, despite testing and quality control, we cannot be certain that they will perform as planned.

We attempt to limit, by contract, our liability to our clients for damages arising from our negligence, errors or mistakes. However, contractual limitations on liability may not be enforceable in certain circumstances or may otherwise not provide sufficient protection to us from liability for damages. We maintain liability insurance coverage, including coverage for errors and omissions. However, it is possible that claims could exceed the amount of our applicable insurance coverage, if any, or that this coverage may not continue to be available on acceptable terms or in sufficient amounts. Even if these claims do not result in liability to us, investigating and defending against them would be expensive and time consuming and could divert management’s attention away from our operations. In addition, negative publicity caused by these events may delay or hinder market acceptance of our services, including unrelated services.

Risks Related to Use of the Internet and to Our Technological Infrastructure

Any service interruption or failure in the systems that we use to provide online services could harm our business

Our online services are designed to operate 24 hours a day, seven days a week, without interruption. However, we have experienced and expect that we will in the future experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third-party vendors, including data center providers and bandwidth providers, to provide our online services. We may not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. In addition, system failures may result in loss of data, including user registration data, content, and other data critical to the operation of our online services, which could cause significant harm to our business and our reputation.

To operate without interruption or loss of data, both we and our service providers must guard against:

•  damage from fire, power loss and other natural disasters;

•  communications failures;

•  software and hardware errors, failures and crashes;

•  security breaches, computer viruses and similar disruptive problems; and

•  other potential service interruptions.

Any disruption in the network access or co-location services provided by third-party providers to us or any failure by these third-party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise little control over these third-party vendors, which increases our vulnerability to problems with services they provide.

Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our brand and our business and could expose us to liabilities to third parties. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us

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for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

Implementation of additions to or changes in hardware and software platforms used to deliver our online services may result in performance problems and may not provide the additional functionality that was expected

From time to time, we implement additions to or changes in the hardware and software platforms we use for providing our online services. During and after the implementation of additions or changes, a platform may not perform as expected, which could result in interruptions in operations, an increase in response time or an inability to track performance metrics. In addition, in connection with integrating acquired businesses, we may move their operations to our hardware and software platforms or make other changes, any of which could result in interruptions in those operations. Any significant interruption in our ability to operate any of our online services could have an adverse effect on our relationships with users and clients and, as a result, on our financial results. We rely on a combination of purchasing, licensing, internal development, and acquisitions to develop our hardware and software platforms. Our implementation of additions to or changes in these platforms may cost more than originally expected, may take longer than originally expected, and may require more testing than originally anticipated. In addition, we cannot provide assurance that additions to or changes in these platforms will provide the additional functionality and other benefits that were originally expected.

If the systems we use to provide online portals experience security breaches or are otherwise perceived to be insecure, our business could suffer

We retain and transmit confidential information, including personal health records, in the processing centers and other facilities we use to provide online services. It is critical that these facilities and infrastructure remain secure and be perceived by the marketplace as secure. A security breach could damage our reputation or result in liability. We may be required to expend significant capital and other resources to protect against security breaches and hackers or to alleviate problems caused by breaches. Despite the implementation of security measures, this infrastructure or other systems that we interface with, including the Internet and related systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor access, computer viruses, programming errors, denial-of-service attacks or other attacks by third parties or similar disruptive problems. Any compromise of our security, whether as a result of our own systems or the systems that they interface with, could reduce demand for our services and could subject us to legal claims from our clients and users, including for breach of contract or breach of warranty.

Our online services are dependent on the development and maintenance of the Internet infrastructure

Our ability to deliver our online services is dependent on the development and maintenance of the infrastructure of the Internet by third parties. The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, and it could face outages and delays in the future. The Internet has also experienced, and is likely to continue to experience, significant growth in the number of users and the amount of traffic. If the Internet continues to experience increased usage, the Internet infrastructure may be unable to support the demands placed on it. In addition, the reliability and performance of the Internet may be harmed by increased usage or by denial-of-service attacks. Any resulting interruptions in our services or increases in response time could, if significant, result in a loss of potential or existing users of and advertisers and sponsors on our Web sites and, if sustained or repeated, could reduce the attractiveness of our services.

Customers who utilize our online services depend on Internet service providers and other Web site operators for access to our Web sites. All of these providers have experienced significant outages in the past and could experience outages, delays and other difficulties in the future due to system failures unrelated to our systems. Any such outages or other failures on their part could reduce traffic to our Web sites.

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Risks Related to the Legal and Regulatory Environment in Which We Operate

Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies

The healthcare industry is highly regulated and is subject to changing political, legislative, regulatory and other influences. Existing and new laws and regulations affecting the healthcare industry could create unexpected liabilities for us, could cause us to incur additional costs and could restrict our operations. Many healthcare laws are complex, and their application to specific products and services may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information services that we provide. However, these laws and regulations may nonetheless be applied to our products and services. Our failure to accurately anticipate the application of these laws and regulations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our businesses. Some of the risks we face from healthcare regulation are as follows:

•  Regulation of Drug and Medical Device Advertising and Promotion.  The WebMD Health Network provides services involving advertising and promotion of prescription and over-the-counter drugs and medical devices. If the Food & Drug Administration (FDA) or the Federal Trade Commission (FTC) finds that any information on The WebMD Health Network or in WebMD the Magazine violates FDA or FTC regulations, they may take regulatory or judicial action against us and/or the advertiser or sponsor of that information. State attorneys general may also take similar action based on their state’s consumer protection statutes. Any increase or change in regulation of drug or medical device advertising and promotion could make it more difficult for us to contract for sponsorships and advertising. Members of Congress, physician groups and others have criticized the FDA’s current policies, and have called for restrictions on advertising of prescription drugs to consumers and increased FDA enforcement. We cannot predict what actions the FDA or industry participants may take in response to these criticisms. It is also possible that new laws would be enacted that impose restrictions on such advertising. Our advertising and sponsorship revenue could be materially reduced by additional restrictions on the advertising of prescription drugs and medical devices to consumers, whether imposed by law or regulation or required under policies adopted by industry members.

•  Anti-kickback Laws.  There are federal and state laws that govern patient referrals, physician financial relationships and inducements to healthcare providers and patients. The federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid and other federal healthcare programs or the leasing, purchasing, ordering or arranging for or recommending the lease, purchase or order of any item, good, facility or service covered by these programs. Many states also have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal healthcare program. These laws are applicable to manufacturers and distributors and, therefore, may restrict how we and some of our customers market products to healthcare providers, including e-details. Any determination by a state or federal regulatory agency that any of our practices violate any of these laws could subject us to civil or criminal penalties and require us to change or terminate some portions of our business and could have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our practices could result in adverse publicity and be costly for us to respond to.

•  Medical Professional Regulation.  The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine. If a state determines that some portion of our business violates these laws, it may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and have acted improperly as a healthcare provider may result in liability to us.

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Government regulation of the Internet could adversely affect our business

The Internet and its associated technologies are subject to government regulation. Our failure, or the failure of our business partners or third-party service providers, to accurately anticipate the application of laws and regulations affecting our products and services and the manner in which we deliver them, or any other failure to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business. In addition, new laws and regulations, or new interpretations of existing laws and regulations, may be adopted with respect to the Internet or other online services covering user privacy, patient confidentiality, consumer protection and other issues, including pricing, content, copyrights and patents, distribution and characteristics and quality of products and services. We cannot predict whether these laws or regulations will change or how such changes will affect our business.

We face potential liability related to the privacy and security of personal information we collect from or on behalf of users of our services

Privacy of personal health information, particularly personal health information stored or transmitted electronically, is a major issue in the United States. The Privacy Standards under the Health Insurance Portability and Accountability Act of 1996 (or HIPAA) establish a set of basic national privacy standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses and healthcare providers (referred to as covered entities) and their business associates. Only covered entities are directly subject to potential civil and criminal liability under the Privacy Standards. Accordingly, the Privacy Standards do not apply directly to us. However, portions of our business, such as those managing employee or plan member health information for employers or health plans, are or may be business associates of covered entities and are bound by certain contracts and agreements to use and disclose protected health information in a manner consistent with the Privacy Standards. Depending on the facts and circumstances, we could potentially be subject to criminal liability for aiding and abetting or conspiring with a covered entity to violate the Privacy Standards. We cannot assure you that we will adequately address the risks created by the Privacy Standards. In addition, we are unable to predict what changes to the Privacy Standards might be made in the future or how those changes could affect our business. Any new legislation or regulation in the area of privacy of personal information, including personal health information, could also affect the way we operate our business and could harm our business.

In addition, Internet user privacy and the use of consumer information to track online activities are major issues both in the United States and abroad. For example, in December 2007, the FTC published for comment proposed principles to govern tracking of consumers’ activities online in order to deliver advertising targeted to the interests of individual consumers. We have privacy policies posted on our Web sites that we believe comply with applicable laws requiring notice to users about our information collection, use and disclosure practices. However, whether and how existing privacy and consumer protection laws in various jurisdictions apply to the Internet is still uncertain. We also notify users about our information collection, use and disclosure practices relating to data we receive through offline means such as paper health risk assessments. We cannot assure you that the privacy policies and other statements we provide to users of our products and services, or our practices will be found sufficient to protect us from liability or adverse publicity in this area. A determination by a state or federal agency or court that any of our practices do not meet applicable standards, or the implementation of new standards or requirements, could adversely affect our business.

Failure to maintain our CME accreditation could adversely affect Medscape’s ability to provide online CME offerings

Medscape’s continuing medical education (or CME) activities are planned and implemented in accordance with the current Essential Areas and Policies of the Accreditation Council for Continuing Medical Education, or ACCME, which oversees providers of CME credit, and other applicable accreditation standards. In 2007, ACCME revised its standards for commercial support of CME. The revised standards are intended to ensure, among other things, that CME activities of ACCME-accredited providers, such as Medscape, are independent of “commercial interests,” which are now defined as entities that produce, market, re-sell or distribute health care goods and services, excluding certain organizations. “Commercial interests,” and entities owned or

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controlled by “commercial interests,” are ineligible for accreditation by the ACCME. The revised standards also provide that accredited CME providers may not place their CME content on Web sites owned or controlled by a “commercial interest.” In addition, accredited CME providers may no longer ask “commercial interests” for speaker or topic suggestions, and are also prohibited from asking “commercial interests” to review CME content prior to delivery.

As a result of the revised standards, we have made certain adjustments to our corporate structure, management and operations intended to ensure that Medscape will continue to provide CME activities that are developed independently from those programs developed by its sister companies, which may not be independent of “commercial interests.” ACCME required accredited providers to implement changes relating to placing CME content on websites owned or controlled by “commercial interests” by January 1, 2008 and is requiring accredited providers to implement any corporate structural changes necessary to meet the revised standards regarding the definition of “commercial interest” by August 2009. We believe that the adjustments that we and Medscape have made to our structure and operations satisfy the revised standards.

In June 2008, the ACCME announced a “call-for-comments” on several ACCME proposals, including the following:

•  Potential New Paradigm for Commercial Support:  The ACCME has stated that it believes that due consideration should be given to the possibility of eliminating commercial support of CME. The ACCME has requested the medical profession, the public and CME providers to weigh in on the debate on this subject. To frame the debate, the ACCME has proposed several possible scenarios: (a) maintaining the current system of commercial support; (b) completely eliminating commercial support; (c) a new paradigm that provides for commercial support if the following conditions are met: (1) educational needs are identified and verified by organizations that do not receive commercial support and are free of financial relationships with industry; (2) if the CME addresses a professional practice gap of a particular group of learners that is corroborated by bona fide performance measurements of the learners’ own practice; (3) the CME content is from a continuing education curriculum specified by a bona fide organization or entity; and (4) the CME is verified as free of commercial bias; and (d) an alternative new paradigm in which the four conditions described above would provide a basis for a mechanism to distribute commercial support derived from industry-donated, pooled funds.

•  Defining Appropriate Interactions between ACCME Accredited Providers and Commercial Supporters.  The ACCME has proposed that: (a) accredited providers must not receive communications from commercial interests announcing or prescribing any specific content that would be a preferred, or sought-after, topic for commercially supported CME (e.g., therapeutic area, product-line, patho-physiology); and (b) receiving communications from commercial interests regarding a commercial interest’s internal criteria for providing commercial support would also not be permissible.

The ACCME is currently seeking comments on the above, with the comment period scheduled to end on September 12, 2008. We expect that comments submitted to the ACCME will indicate significant backing from the medical profession for commercially-supported CME and, accordingly, believe it is unlikely that a proposal for complete elimination of such support would be adopted. However, we cannot predict the ultimate outcome of the process, including what other alternatives may be considered by ACCME as result of comments it receives. The elimination of, or restrictions on, commercial support for CME could adversely affect the volume of sponsored online CME programs implemented through our Web sites.

Medscape’s current ACCME accreditation expires at the end of July 2010. In order for Medscape to renew its accreditation, it will be required to demonstrate to the ACCME that it continues to meet ACCME requirements. If Medscape fails to maintain its status as an accredited ACCME provider (whether at the time of such renewal or at an earlier time as a result of a failure to comply with existing or additional ACCME standards), it would not be permitted to accredit ACCME activities for physicians and other healthcare professionals. Instead, it would be required to use third parties to provide such CME-related services. That, in turn, could discourage potential sponsors from engaging Medscape to develop CME or education-related activities, which could have a material adverse effect on our business.

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Government regulation and industry initiatives could adversely affect the volume of sponsored online CME programs implemented through our Web sites or require changes to how Medscape offers CME

CME activities may be subject to government regulation by Congress, the FDA, the OIG, HHS, the federal agency responsible for interpreting certain federal laws relating to healthcare, and by state regulatory agencies. Medscape and/or the sponsors of the CME activities that Medscape accredits may be subject to enforcement actions if any of these CME activities are deemed improperly promotional, potentially leading to the termination of sponsorships.

During the past several years, educational activities, including CME, directed at physicians have been subject to increased governmental scrutiny to ensure that sponsors do not influence or control the content of the activities. In response, pharmaceutical companies and medical device companies have developed and implemented internal controls and procedures that promote adherence to applicable regulations and requirements. In implementing these controls and procedures, Medscape’s various sponsors may interpret the regulations and requirements differently and may implement varying procedures or requirements. These controls and procedures:

•  may discourage pharmaceutical companies from providing grants for independent educational activities;

•  may slow their internal approval for such grants;

•  may reduce the volume of sponsored educational programs that Medscape produces to levels that are lower than in the past, thereby reducing revenue; and

•  may require Medscape to make changes to how it offers or provides educational programs, including CME.

In addition, future changes to laws and regulations, or to the internal compliance programs of supporters or supporters, may further discourage, significantly limit, or prohibit supporters or potential supporters from engaging in educational activities with Medscape, or may require Medscape to make further changes in the way it offers or provides educational programs.

We may not be successful in protecting our intellectual property and proprietary rights

Our intellectual property and proprietary rights are important to our businesses. The steps that we take to protect our intellectual property, proprietary information and trade secrets may prove to be inadequate and, whether or not adequate, may be expensive. We rely on a combination of trade secret, patent and other intellectual property laws and confidentiality procedures and non-disclosure contractual provisions to protect our intellectual property. We cannot assure you that we will be able to detect potential or actual misappropriation or infringement of our intellectual property, proprietary information or trade secrets. Even if we detect misappropriation or infringement by a third party, we cannot assure you that we will be able to enforce our rights at a reasonable cost, or at all. In addition, our rights to intellectual property, proprietary information and trade secrets may not prevent independent third-party development and commercialization of competing products or services.

Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from providing certain services, which may harm our business

We could be subject to claims that we are misappropriating or infringing intellectual property or other proprietary rights of others. These claims, even if not meritorious, could be expensive to defend and divert management’s attention from our operations. If we become liable to third parties for infringing these rights, we could be required to pay a substantial damage award and to develop non-infringing technology, obtain a license or cease selling the products or services that use or contain the infringing intellectual property. We may be unable to develop non-infringing products or services or obtain a license on commercially reasonable terms, or at all. We may also be required to indemnify our customers if they become subject to third-party claims relating to intellectual property that we license or otherwise provide to them, which could be costly.

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Third parties may challenge the enforceability of our online agreements

The law governing the validity and enforceability of online agreements and other electronic transactions is evolving. We could be subject to claims by third parties that the online terms and conditions for use of our Web sites, including disclaimers or limitations of liability, are unenforceable. A finding by a court that these terms and conditions or other online agreements are invalid could harm our business.

We may be subject to claims brought against us as a result of content we provide

Consumers access health-related information through our online services, including information regarding particular medical conditions and possible adverse reactions or side effects from medications. If our content, or content we obtain from third parties, contains inaccuracies, it is possible that consumers, employees, health plan members or others may sue us for various causes of action. Although our Web sites contain terms and conditions, including disclaimers of liability, that are intended to reduce or eliminate our liability, the law governing the validity and enforceability of online agreements and other electronic transactions is evolving. We could be subject to claims by third parties that our online agreements with consumers and physicians that provide the terms and conditions for use of our public or private portals are unenforceable. A finding by a court that these agreements are invalid and that we are subject to liability could harm our business and require costly changes to our business.

We have editorial procedures in place to provide quality control of the information that we publish or provide. However, we cannot assure you that our editorial and other quality control procedures will be sufficient to ensure that there are no errors or omissions in particular content. Even if potential claims do not result in liability to us, investigating and defending against these claims could be expensive and time consuming and could divert management’s attention away from our operations. In addition, our business is based on establishing the reputation of our portals as trustworthy and dependable sources of healthcare information. Allegations of impropriety or inaccuracy, even if unfounded, could therefore harm our reputation and business.

Risks Related to the Proposed Merger with HLTH Corporation
and to the Existing Relationship between WebMD and HLTH

The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after completion of the HLTH Merger

Although the HLTH Merger is expected to reduce the total number of outstanding shares of WebMD Common Stock, the HLTH Merger will greatly increase the number of such shares available for sale in the public markets. Currently, all 48,100,000 outstanding shares of WebMD Class B Common Stock are held by HLTH and do not trade in the public markets. As of June 30, 2008, approximately 9,259,000 shares of WebMD Class A Common Stock (the class traded publicly) were outstanding. In the HLTH Merger, the WebMD Class B Common Stock will become treasury stock of WebMD and cease to be outstanding, but more than 36,000,000 new shares of WebMD Common Stock will be issued to holders of HLTH Common Stock and become immediately available for sale. Additional shares could become available for sale at or after that time depending upon:

•  whether holders of options to purchase HLTH Common Stock exercise those options and the timing of such exercises; and

•  whether holders of convertible notes issued by HLTH convert those notes and the timing of any such conversions.

Sales of large amounts of WebMD Common Stock could depress the market price of WebMD Common Stock. In addition, the potential that such sales may occur could depress prices even in advance of such sales. We cannot predict the effect that the HLTH Merger will have on the price of WebMD Common Stock, both before and after completion of the HLTH Merger.

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The HLTH Merger is subject to closing conditions that, if not satisfied or waived, will result in the HLTH Merger not being completed, which may cause the market price of WebMD Class A Common Stock to decline

The HLTH Merger is subject to customary conditions to closing, including the receipt of required approvals of the stockholders of HLTH and WebMD and receipt of opinions of counsel relating to tax matters. In addition, the HLTH Merger is subject to deal-specific closing conditions, including: (a) the combined company having a sufficient amount of available cash at closing to pay the cash portion of the merger consideration while leaving an agreed upon amount of cash in the combined company, calculated pursuant to a formula contained in the Merger Agreement; and (b) HLTH having (i) sold its holdings of auction rate securities (excluding any ARS investments held by WebMD) prior to closing, (ii) borrowed 75% of the principal amount of its ARS investments pursuant to the HLTH Loan Agreement, dated as of May 6, 2008, between HLTH and Citigroup Global Markets Holdings Inc. or (iii) having satisfied all conditions precedent under the HLTH Loan Agreement to permit HLTH to borrow 75% of the principal amount of its ARS investments at the effective time of the HLTH Merger. If any condition to the HLTH Merger is not satisfied or, if permissible, waived, the HLTH Merger will not be completed. Generally, waiver by WebMD of a condition to closing of the HLTH Merger will require approval of the Special Committee of the WebMD Board that negotiated the transaction with HLTH. We cannot predict what the effect on the market price of WebMD Class A Common Stock would be if the HLTH Merger is not able to be completed, but depending on market conditions at the time, it could result in a decline in that market price. In addition, if there is uncertainty regarding whether the HLTH Merger will be completed (including uncertainty regarding whether the conditions to closing will be met), that could result in a decline in the market price of WebMD Class A Common Stock or an increase in the volatility of that market price.

In the event that HLTH does not sell Porex prior to the closing of the HLTH Merger, WebMD would become exposed to the risks inherent in the ownership and disposition of Porex

HLTH has announced that it plans to divest its Porex business. However, the HLTH Merger could be completed before the sale of Porex. In that case, WebMD (as the surviving company in the HLTH Merger) would become the owner of that business and the sale process would continue. WebMD would then be subject to the risk that the proceeds from the sale of that business are less than expected and all other risks inherent in the ownership of that business. There can be no assurances regarding whether WebMD would be able to complete such sale or as to the timing or terms of such transaction. Even if HLTH has entered into an agreement with an acquirer with respect to Porex prior to completion of the HLTH Merger, WebMD would be subject to the risk that the conditions to closing provided for in such agreement might not be met.

The financial results and operations of Porex could be adversely affected by the diversion of management resources to the sale process and by uncertainty regarding the outcome of the process. For example, the uncertainty of who will own Porex in the future could lead Porex to lose or fail to attract employees, customers or business partners. This could adversely affect Porex’s operations and financial results and, as a result, the sale prices that HLTH or WebMD may receive for Porex.

We continue to be dependent on HLTH to provide us with services required by us for the operation of our business

Some of the administrative services we require continue to be provided to us by HLTH under a Services Agreement. Under the Services Agreement, HLTH provides us with administrative services, including services relating to payroll, accounting, tax planning and compliance, employee benefit plans, legal matters and information processing. As a result, we are dependent on our relationship with HLTH for these important services. We reimburse HLTH under agreed-upon formulas that allocate to us a portion of HLTH’s aggregate costs related to those services. The Services Agreement is for a term of up to five years from the date of our initial public offering; however, we have the option to terminate these services, in whole or in part, at any time we choose to do so, generally by providing, with respect to specified services or groups of services, 60 days’ notice and, in some cases, paying a termination fee of not more than $30,000 to cover the costs of HLTH relating to the termination.

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The costs we are charged under the Services Agreement are not necessarily indicative of the costs that we would incur if we had to provide the services on our own or contract for them with third parties on a stand-alone basis. With respect to most of the services provided under the Services Agreement, we believe that it is likely that it would cost us more to provide them or contract for them on our own because we benefit from economies of scale.

The concentrated ownership of our common stock by HLTH and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisions

We have two classes of common stock:

•  Class A Common Stock, which entitles the holder to one vote per share on all matters submitted to our stockholders; and

•  Class B Common Stock, which entitles the holder to five votes per share on all matters submitted to our stockholders.

HLTH owns 100% of our Class B Common Stock, which represents approximately 83.3% of our outstanding common stock, which includes the impact of shares to be issued pursuant to the purchase agreement of Subimo, LLC. These Class B shares collectively represent 96% of the combined voting power of our outstanding common stock. Given its ownership interest, HLTH is able to control the outcome of all matters submitted to our shareholders for approval, including the election of directors and the HLTH Merger (which HLTH has agreed, in the Merger Agreement, to vote to approve). Accordingly, except as specifically provided in the Merger Agreement, either in its capacity as a stockholder or through its control of our Board of Directors, HLTH is able to control all key decisions regarding our company, including mergers or other business combinations and acquisitions, dispositions of assets, future issuances of our common stock or other securities, the incurrence of debt by us, the payment of dividends on our common stock (including the frequency and the amount of dividends that would be payable on our common stock, a substantial majority of which HLTH owns) and amendments to our certificate of incorporation and bylaws. Further, as long as HLTH and its subsidiaries (excluding our company and our subsidiaries) continue to beneficially own shares representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, it may take actions required to be taken at a meeting of stockholders without a meeting or a vote and without prior notice to holders of our Class A Common Stock. In addition, HLTH’s controlling interest may discourage a change of control that the holders of our Class A Common Stock may favor. Any of these provisions could be used by HLTH for its own advantage to the detriment of our other stockholders and our company. This in turn may have an adverse effect on the market price of our Class A Common Stock.

The interests of HLTH may conflict with the interests of our other stockholders

We cannot assure you that the interests of HLTH will coincide with the interests of the other holders of our common stock. For example, except as specifically provided in the Merger Agreement, HLTH could cause us to make acquisitions that increase the amount of our indebtedness or outstanding shares of common stock or sell revenue-generating assets. Also, HLTH or its directors and officers may allocate to HLTH or its other affiliates corporate opportunities that could have been directed to us. So long as HLTH continues to own shares of our common stock with significant voting power, HLTH will continue to be able to strongly influence or effectively control our decisions.

Some of our directors, officers and employees may have potential conflicts of interest as a result of having positions with or owning equity interests in HLTH

Martin J. Wygod, in addition to being Chairman of the Board of our company, is Chairman of the Board and Acting Chief Executive Officer of HLTH. Some of our other directors, officers and employees also serve as directors, officers or employees of HLTH. In addition, some of our directors, officers and employees own shares of HLTH’s Common Stock. Furthermore, because our officers and employees have participated in HLTH’s equity compensation plans and because service at our company will, so long as we are a majority-owned subsidiary of HLTH, qualify those persons for continued participation and continued vesting of equity

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awards under HLTH’s equity plans, many of our officers and employees and some of our directors hold, and may continue to hold, options to purchase HLTH’s Common Stock and shares of HLTH’s restricted stock.

These arrangements and ownership interests or cash- or equity-based awards could create, or appear to create, potential conflicts of interest when directors or officers who own HLTH’s stock or stock options or who participate in HLTH’s benefit plans are faced with decisions that could have different implications for HLTH than they do for us. We cannot assure you that the provisions in our restated certificate of incorporation will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor.

Provisions in our organizational documents and Delaware law may inhibit a takeover, which could adversely affect the value of our Class A Common Stock

Our Certificate of Incorporation and Bylaws, as well as Delaware corporate law, contain provisions that could delay or prevent a change of control or changes in our management and Board of Directors that holders of our Class A Common Stock might consider favorable and may prevent them from receiving a takeover premium for their shares. These provisions include, for example, our classified board structure, the disproportionate voting rights of the Class B Common Stock (relative to the Class A Common Stock) and the authorization of our Board of Directors to issue up to 50 million shares of preferred stock without a stockholder vote. In addition, our Restated Certificate of Incorporation provides that after the time HLTH and its affiliates cease to own, in the aggregate, a majority of the combined voting power of our outstanding capital stock, stockholders may not act by written consent and may not call special meetings. These provisions apply even if an offer may be considered beneficial by some of our stockholders. If a change of control or change in management is delayed or prevented, the market price of our Class A Common Stock could decline.

We may be prevented from issuing stock to raise capital, to effectuate acquisitions or to provide equity incentives to members of our management and Board of Directors

Beneficial ownership of at least 80% of the total voting power and value of our capital stock is required in order for HLTH to continue to include us in its consolidated group for federal income tax purposes, and beneficial ownership of at least 80% of the total voting power of our capital stock and 80% of each class of any non-voting capital stock that we may issue is required in order for HLTH to effect a tax-free split-off, spin-off or other similar transaction. Under the terms of the tax sharing agreement that we have entered into with HLTH, we have agreed that we will not knowingly take or fail to take any action that could reasonably be expected to preclude HLTH’s ability to undertake a tax-free split-off or spin-off. This may prevent us from issuing additional equity securities to raise capital, to effectuate acquisitions or to provide management or director equity incentives.

We are included in HLTH’s consolidated tax return and, as a result, both we and HLTH may use each other’s net operating loss carryforwards

Due to provisions of the U.S. Internal Revenue Code and applicable Treasury regulations relating to the manner and order in which net operating loss carryforwards are utilized when filing consolidated tax returns, a portion of our net operating loss carryforwards may be required to be utilized by HLTH before HLTH would be permitted to utilize its own net operating loss carryforwards. Correspondingly, in some situations, such as where HLTH’s net operating loss carryforwards were generated first, we may be required to utilize a portion of HLTH’s net operating loss carryforwards before we would have to utilize our own net operating loss carryforwards. Under our tax sharing agreement with HLTH, neither we nor HLTH is obligated to reimburse the other for the tax savings attributable to the utilization of the other party’s net operating loss carryforwards, except that HLTH has agreed to compensate us for any use of our net operating losses that may result from certain extraordinary transactions, including the sales in 2006 of its Business Services and Practice Services operating segments (for which compensation has been received). Accordingly, although we may obtain a benefit if we are required to utilize HLTH’s net operating loss carryforwards, we may suffer a detriment to the extent that HLTH is required to utilize our net operating loss carryforwards. The amount of each of our and HLTH’s net operating loss carryforwards that ultimately could be utilized by the other party will depend on

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the timing and amount of taxable income earned by us and HLTH in the future, which we are unable to predict. Correspondingly, we are not able to predict whether we or HLTH will be able to utilize our respective net operating loss carryforwards before they expire or whether there will be a net benefit to HLTH or to us.

If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes

As of December 31, 2007, we had net operating loss carryforwards of approximately $272 million for federal income tax purposes and federal tax credits of approximately $2.7 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities. These net operating loss carryforwards will be reduced by an aggregate of approximately $130 million as a result of HLTH’s utilization to offset its gains on the sale of ViPS on July 22, 2008 and the sale of its remaining 48% interest in Emdeon Business Services on February 8, 2008.

If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH). We expect the HLTH Merger to result in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. However, we are currently unable to calculate the annual limitation that would be imposed on our ability to utilize the net operating loss carryforwards and federal tax credits.

We are included in HLTH’s consolidated group for federal income tax purposes and, as a result, may be liable for any shortfall in HLTH’s federal income tax payments

We will be included in the HLTH consolidated group for federal income tax purposes as long as HLTH continues to own 80% of the total value of our capital stock. By virtue of its controlling ownership and our tax sharing agreement with HLTH, HLTH effectively controls all our tax decisions. Moreover, notwithstanding the tax sharing agreement, federal tax law provides that each member of a consolidated group is jointly and severally liable for the group’s entire federal income tax obligation. Thus, to the extent HLTH or other members of the group fail to make any federal income tax payments required of them by law, we would be liable for the shortfall. Similar principles generally apply for income tax purposes in some state, local and foreign jurisdictions.

Other Risks Applicable to Our Company and to Ownership of Our Securities

Negative conditions in the market for certain auction rate securities may result in WebMD incurring a loss on such investments

As of June 30, 2008, WebMD had a total of approximately $167.5 million (face value) of investments in certain auction rate securities (ARS). Those ARS had a book value of $138.8 million, net of an impairment charge taken during the quarter ended March 31, 2008. The types of ARS investments that WebMD owns are backed by student loans, 97% of which are guaranteed under the Federal Family Education Loan Program (FFELP), and all had credit ratings of AAA or Aaa when purchased. WebMD does not own any other type of ARS investments.

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Since February 2008, negative conditions in the regularly held auctions for these securities have prevented holders from being able to liquidate their holdings through that type of sale. In the event WebMD needs to or wants to sell its ARS investments, it may not be able to do so until a future auction on these types of investments is successful or until a buyer is found outside the auction process. If potential buyers are unwilling to purchase the investments at their carrying amount, WebMD would incur a loss on any such sales.

Acquisitions, business combinations and other transactions may be difficult to complete and, if completed, may have negative consequences for our business and our security holders

WebMD has been built, in part, through acquisitions. We intend to continue to seek to acquire or to engage in business combinations with companies engaged in complementary businesses. In addition, we may enter into joint ventures, strategic alliances or similar arrangements with third parties. These transactions may result in changes in the nature and scope of our operations and changes in our financial condition. Our success in completing these types of transactions will depend on, among other things, our ability to locate suitable candidates and negotiate mutually acceptable terms with them, and to obtain adequate financing. Significant competition for these opportunities exists, which may increase the cost of and decrease the opportunities for these types of transactions. Financing for these transactions may come from several sources, including:

•  cash and cash equivalents on hand and marketable securities;

•  proceeds from the incurrence of indebtedness; and

•  proceeds from the issuance of additional Class A Common Stock, of preferred stock, of convertible debt or of other securities.

The issuance of additional equity or debt securities could:

•  cause substantial dilution of the percentage ownership of our stockholders at the time of the issuance;

•  cause substantial dilution of our earnings per share;

•  subject us to the risks associated with increased leverage, including a reduction in our ability to obtain financing or an increase in the cost of any financing we obtain;

•  subject us to restrictive covenants that could limit our flexibility in conducting future business activities; and

•  adversely affect the prevailing market price for our outstanding securities.

We do not intend to seek security holder approval for any such acquisition or security issuance unless required by applicable law, regulation or the terms of then existing securities.

Our business will suffer if we fail to successfully integrate acquired businesses and technologies or to assess the risks in particular transactions

We have in the past acquired, and may in the future acquire, businesses, technologies, services, product lines and other assets. The successful integration of the acquired businesses and assets into our operations, on a cost-effective basis, can be critical to our future performance. The amount and timing of the expected benefits of any acquisition, including potential synergies between our company and the acquired business, are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to:

•  our ability to maintain relationships with the customers of the acquired business;

•  our ability to retain or replace key personnel;

•  potential conflicts in sponsor or advertising relationships;

•  our ability to coordinate organizations that are geographically diverse and may have different business cultures; and

•  compliance with regulatory requirements.

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We cannot guarantee that any acquired businesses will be successfully integrated with our operations in a timely or cost-effective manner, or at all. Failure to successfully integrate acquired businesses or to achieve anticipated operating synergies, revenue enhancements or cost savings could have a material adverse effect on our business, financial condition and results of operations.

Although our management attempts to evaluate the risks inherent in each transaction and to value acquisition candidates appropriately, we cannot assure you that we will properly ascertain all such risks or that acquired businesses and assets will perform as we expect or enhance the value of our company as a whole. In addition, acquired companies or businesses may have larger than expected liabilities that are not covered by the indemnification, if any, that we are able to obtain from the sellers.

We may not be able to raise additional funds when needed for our business or to exploit opportunities

We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

The primary objective of our investment activities is to preserve principal and maintain adequate liquidity, while at the same time maximizing the yield we receive from our investment portfolio.

Changes in prevailing interest rates will cause the fair value of certain of our investment to fluctuate, such as our investments in auction rate securities that generally bear interest at rates indexed to LIBOR. As of June 30, 2008, the fair market value of our auction rate securities was $138.8 million. However, the fair values of our cash and money market investments, which approximate $186.5 million at June 30, 2008 are not subject to changes in interest rates.

WebMD has entered into a non-recourse credit facility (“Credit Facility”) with Citigroup that is secured by its ARS holdings (including, in some circumstances, interest payable on the ARS holdings), that will allow WebMD to borrow up to 75% of the face amount of the ARS holdings pledged as collateral under the Credit Facility. The interest rate applicable to such borrowings will be one-month LIBOR plus 250 basis points. No borrowings have been made under the Credit Facility to date.

ITEM 4.   Controls and Procedures

As required by Exchange Act Rule 13a-15(b), WebMD management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of WebMD’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of June 30, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that WebMD’s disclosure controls and procedures were effective as of June 30, 2008.

In connection with the evaluation required by Exchange Act Rule 13a-15(d), WebMD management, including the Chief Executive Officer and Chief Financial Officer, concluded that no changes in WebMD’s internal control over financial reporting occurred during the second quarter of 2008 that have materially affected, or are reasonably likely to materially affect, WebMD’s internal control over financial reporting.

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PART II
OTHER INFORMATION

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds

(c)   Issuer Purchases of Equity Securities

During the three months ended June 30, 2008, 847 shares were withheld from WebMD Restricted Stock that vested on June 11, 2008 and on June 18, 2008, in order to satisfy withholding tax requirements related to the vesting of the awards. The value of these shares which was $28,214 in the aggregate, was determined based on the closing fair market value of our Class A common stock on the date of vesting, which was: $33.17 per share on June 11, 2008 and $34.41 per share on June 18, 2008. These were the only repurchases of equity securities made by us during the three months ended June 30, 2008. We do not have a repurchase program.

ITEM 6.   Exhibits

The exhibits listed in the accompanying Exhibit Index on page E-1 are filed or furnished as part of this Quarterly Report.

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SIGNATURES

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.

By:  /s/  Mark D. Funston

Mark D. Funston

Executive Vice President and

Chief Financial Officer

Date: August 11, 2008

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EXHIBIT INDEX

Exhibit No.			Description
	2	.1*	Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and the Registrant (incorporated by reference to Exhibit 2.1 to Amendment No. 1, filed on February 25, 2008, to the Current Report on Form 8-K filed by the Registrant on February 21, 2008)
	2	.2	Amendment No. 1, dated as of May 6, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on May 7, 2008)
	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005)
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 17, 2007)
	10	.1	Loan Agreement, dated as of May 6, 2008, between Citigroup Global Markets Inc. SB and WebMD Health Corp.
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant

* Certain of the exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

E-1

EX-10.1

Exhibit 10.1

CONFORMED COPY

Loan Agreement

     This Loan Agreement (“Agreement”), dated as of May 6, 2008, is made between Citigroup Global Markets Inc. SB(“Smith Barney” or “SB”) and the undersigned, WebMD Health Corp. (“Client”), to set forth the terms and conditions that will govern one or more extensions of credit (each, an “Advance”) by SB to the Client.

1.) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

a.	“Account” shall mean Client’s account number [omitted] maintained with Smith Barney.
b.	“Applicable Law” means, with respect to any Person, all provisions of all (i) constitutions, statutes, rules, regulations and orders of governmental bodies, domestic or foreign, applicable to such Person, (ii) Governmental Approvals applicable to such Person and (iii) orders, decisions, judgments and decrees of all courts (whether at law or in equity or admiralty) and arbitrators applicable to such Person.
c.	“Auction Rate Securities” means debt securities whose rate is reset periodically, but no less often than every 90 days, pursuant to an auction.
d.	“Borrowing Base” means, at any date, 75% of the sum of (i) the aggregate face amount of all Auction Rate Securities in the Account, (ii) any cash in the Account in excess of amounts required to be retained pursuant to Section 4 in respect of interest and amounts either required to be applied to repayment of the Loan Obligation or permitted to be withdrawn pursuant to Section 2(f), and (iii) in respect of securities received in exchange for Auction Rate Securities Collateral, the amount equal to the aggregate face amount of such Auction Rate Securities Collateral exchanged minus the amount of any cash received in such exchange.
e.	“Business Day” means any day on which the regular trading session on the New York Stock Exchange is open.

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f.	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
g.	“ERISA Affiliate” of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414(b) or (c) of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.
h.	“Governmental Approval” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any governmental body.
i.	“HLTH” means HLTH Corporation, an affiliate of Client.
j.	“HLTH Loan Agreement” means that certain Loan Agreement dated as of the date hereof, between HLTH and Citigroup Global Markets Holdings Inc.
k.	“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
l.	“Lien” means any lien, security interest or other charge or encumbrance of any kind, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property, provided, that any agreement to sell in a sale expressly permitted hereunder shall not be deemed a Lien.
m.	“Market Value” means, at any time, the latest market closing price of any security traded in a nationally recognized market, which for Auction Rate Securities shall be the secondary market (if any) which Smith Barney has selected as its source of market prices for client holdings in such Auction Rate Securities, and in the absence of such a market, the market value determined by SB in good faith in a manner consistent with past practice (subject to any modification thereto determined in good faith by SB to be appropriate to reflect then current market conditions and practices), and in any case consistent with the manner in which SB is valuing such Auction Rate Securites for its own books and records, which may include without limitation information consisting of relevant market data supplied by third parties in respect of sales of Auction Rate Securities such as rates, prices and volume or other relevant data, or such information from internal sources as may be used by SB to value Auction Rate Securities (not including non-public information regarding the issuer or borrower in respect of the security in question). The parties hereto agree that the

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	Market Value of the Auction Rate Securities in the Account as of the date hereof is in excess of 75% of the face amount thereof. Smith Barney has provided Client a valuation as of April 30, 2008 for certain of the Auction Rate Securities in the Account, which reflects its and CGMHI’s current approach to estimating Market Value for those securities. Upon the request of the Client, at any time that there has been a determination by SB that the Market Value is below 75% of the face amount of the Auction Rate Securities (or other securities) in the Account, and such Market Value is not reported on the Client’s Account statements or the Smith Barney website or readily available third party market price reporting, SB promptly shall provide the Client with a description in reasonable detail (which may be comparable to that provided in the April 30 valuation report referenced above) of the basis on which it has determined the Market Value, including relevant comparable market data of the type described above (it is agreed that provision of such information is not a condition to determination of such Market Value or any sale of Collateral hereunder, except, in either case, to the extent Section 9(c)(i) is applicable).
n.	“Material Adverse Effect” means a material adverse change in, or a material adverse effect upon, (a) the legality, validity or enforceability of any Transaction Document; (b) the availability or enforceability of the rights and remedies of SB under any Transaction Document or (c) the creation, perfection or priority of SB’s Lien on the Collateral.
o.	“Merger” means the proposed merger of the Client with and into HLTH, with Client remaining as the surviving entity.
p.	“Merger Agreement” means the Agreement and Plan of Merger dated as of February 20, 2008, between Client and HLTH, as it may be amended and in effect from time to time.
q.	“Multiemployer Plan” means any employee benefit plan as defined in Section 4001(a)(3) of ERISA to which Client or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
r.	“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).
s.	“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, corporate or other entity, or a government or any political subdivision or agency thereof.
t.	“Plan” means any “employee benefit pension plan”, as such term is defined in ERISA, that is subject to Title IV of ERISA (other than a

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Multiemployer Plan) and to which Client, or any ERISA Affiliate, has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

u. “Release Agreement” means that certain Release Agreement dated as of the date hereof made by and among the Client, HLTH and Smith Barney.

2.) Advances.

a.	Subject to the terms and conditions of this Agreement, SB agrees to make one or more Advances to the Client in an aggregate principal amount, which shall not exceed $125,850,000 (as the same may be reduced pursuant to Section 2(f) below, the “Loan Maximum”).
b.	The Client may obtain an Advance by: (i) requesting SB to wire transfer Federal funds in the amount of the Advance to a bank account in the Client’s name or (ii) by any other method agreed upon by SB and the Client.
c.	Subject to the terms and conditions of this Agreement, Client may request Advances on not less than one (1) Business Day’s notice to SB from time to time from the date of this Agreement to May 4, 2009 (the “Advance Termination Date”).
d.	Subject to Section 5, the Client agrees to pay, commencing on March 5, 2009, the Loan Obligation or any part thereof upon demand by SB therefor. The Loan Obligation or part thereof demanded to be repaid shall be due at the end of the applicable Repayment Notice Period. In this Agreement, “Repayment Notice Period” means the period beginning on the date SB demands repayment, and ending on the earlier of (i) 60 days thereafter, and (ii) if any circumstances that would constitute a default hereunder then exist (or come into existence during such period), at the end of any grace or notice period applicable to such circumstances as set forth in Section 9(a) (and in the event there is no grace or notice period for such circumstances set forth in Section 9(a), immediately). (In the event of a default, the provisions of Section 9 shall apply.) Upon consummation of the exercise of the Option as provided in Section 22(b), any Repayment Notice Period shall be terminated without the Loan Obligation becoming due. As used in this Agreement, “Loan Obligation” means the total amount of any balance outstanding with respect to all Advances, including any accrued but unpaid interest, as well as any costs of collection and reasonable attorney’s fees and costs payable pursuant to this Agreement. The Client may prepay the Loan Obligation in whole or in part without penalty at any time.

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e.

Subject to Section 5, if for any reason at any time (i) the Loan Obligation exceeds the Loan Maximum or (ii) the Loan Obligation exceeds the Borrowing Base, (either such excess, a “Shortfall”) Client shall immediately prepay Advances, together with all accrued but unpaid interest thereon (or, in lieu thereof, deposit cash to the Account as Collateral), in an aggregate amount sufficient to eliminate such Shortfall (and in the event that the Client fails to make such prepayment, SB shall be entitled to liquidate Collateral and apply the proceeds to repayment of the Loan Obligation sufficient to make such prepayment).

f.

All cash proceeds from any liquidation (whether by sale, redemption, exchange or otherwise) of Collateral pursuant to any provision of this Agreement shall be applied in full immediately to repayment of the Loan Obligation (if any) and shall permanently reduce the Loan Maximum (i) except in connection with sales pursuant to Section 9(c)(iv), in the full amount of such proceeds, and (ii) in connection with sales pursuant to Section 9(c)(iv), in the amount equal to the greater of (A) the full amount of such proceeds and (B) 75% of the face amount of such Collateral. The Client shall be entitled to remove from the Account the amount of any such cash proceeds remaining after repayment in full of any Loan Obligation then outstanding, and any such removed amount shall not constitute Collateral after such removal.

3.) Interest. SB shall charge the Client interest at the daily variable rate of 1-month LIBOR plus 250 bps (the “Interest Rate”) on the aggregate principal amount of Advances outstanding, if any. Such interest shall be computed in the same manner as that set forth for securities margin accounts in the pamphlet prepared by Smith Barney entitled “Important New Account Information” (hereafter referred to as “New Account Document”), which may be amended from time to time and which amendment shall become binding upon written notice to the Client (provided, that no such amendment shall change the Interest Rate without Client’s prior written consent). The Client hereby acknowledges receipt of the New Account Document. Interest shall be payable monthly, provided, that failure to pay interest during a Repayment Notice Period shall not constitute a default hereunder until the end of such Repayment Notice Period (but interest unpaid during such Repayment Notice Period shall be added to principal in accordance with this Section)). If, after application of interest paid on the Collateral pursuant to Section 4, (i) a sufficient amount of cash or money market fund shares is not available in the Account to pay the monthly interest amount, and (ii) sufficient Collateral acceptable to SB is in the Account, the interest due shall be added to the Client’s outstanding principal balance hereunder and thereafter interest shall accrue on any such unpaid principal until paid in full. Client acknowledges and agrees that any such interest added to principal may reduce the availability of future Advances or if creating a Shortfall, require repayment and liquidation of Collateral.

4.) Collateral. As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to SB a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and

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all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without SB’s approval, upon such terms and conditions as may be prescribed by SB. The Client agrees to take any action reasonably requested by SB to maintain and preserve SB’s first priority Lien and security interest in the Collateral. Client hereby authorizes SB to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and SB has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral and remains as cash in the Account. From the date of the first Advance until the Loan Obligation has been repaid in full and SB has no further obligations under this Agreement, all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other portion of the Loan Obligation then due, and Client authorizes SB to make such applications without any further approval or consent of Client required; provided, that, upon request made to SB, Client shall be entitled to withdraw from the Account on or after the 15^th day of each month (except to the extent that a Shortfall would result from such withdrawal) the amount of such interest paid on the Collateral prior to the first day of such month exceeding (x) any accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) plus (y) the amount of interest on the Loan Obligation payable for the preceding month.

5.) Non-Recourse. SB shall not enforce the liabilities and obligations of the Client to pay the Loan Obligation, or to pay, perform and observe any other obligation contained in this Agreement (other than the Recourse Obligations), by any action or proceeding wherein a money judgment shall be sought against the Client, or any subsidiary, shareholder, officer, director, agent or employee of the Client (collectively, “Client Related Parties”). In all instances, the Loan Obligation, and any other obligations (other than the Recourse Obligations), may only be satisfied out of the Collateral, and upon the occurrence of a default hereunder, SB shall have no recourse and may not seek to enforce the Loan Obligation, or any other liabilities or obligations of the Client (other than the Recourse Obligations), against or with respect to any assets of the Client , other than the Collateral, or any Client Related Parties. Notwithstanding the foregoing, SB shall be entitled to recover from the Client (all of the following constituting the “Recourse Obligations”) any amounts payable pursuant to Section 15 that (i) consist of any amounts payable by Client pursuant to Section 8, (ii) result from any breach of the representations, warranties and covenants set forth in Section 7 (which breach or breaches result in a Material Adverse Effect) or from breach by the Client of the representations, warranties and agreements, as applicable, set forth in 9(c) and Section 7(a)(iv), (iii) are in respect of any Third Party Claims, or (iv) result from any Statutory Tax Liens on the Collateral.

6.) Conditions Precedent.

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a. The effectiveness of this Agreement shall be subject to the prior satisfaction of the following conditions:

i.	SB shall have received this Agreement and the Release Agreement (together, the “Transaction Document(s)”), duly executed and delivered by the Client and HLTH, as applicable; and
ii.	SB shall have received an opinion of counsel to Client addressed to SB, substantially in the form of Exhibit A attached hereto.

b. SB’s obligation to make any Advance hereunder shall be subject to the prior satisfaction of the following conditions:

i.	the representations and warranties of Client contained in Section 7 and any other Transaction Document shall be true and correct on and as of the date of such Advance immediately prior to and after giving effect to such Advance;
ii.	no default under this Agreement shall exist or would result from the making of such Advance;
iii.	after giving effect to such Advance, the Loan Obligation shall not exceed the Loan Maximum or the Borrowing Base;
iv.	Client shall have completed, executed and delivered to SB a Federal Reserve Board Form T-4 in respect of such Advance;
v.	Client shall have provided to SB an officer’s certificate confirming compliance with the foregoing conditions as of the date of the request for Advance; and
vi.	SB shall have received a request for an Advance in accordance with Section 2.

7.) Representations, Warranties and Covenants.

a. Client represents and warrants to SB, on the date of signing of this Agreement and on the date each Advance is obtained hereunder, that:

i.	Client is duly organized and validly existing under the law of its jurisdiction of establishment, has full authority to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder, respectively;
ii.	this Agreement and the other Transaction Documents comply with all laws, rules and regulations applicable to Client, except to the extent failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;

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iii.	each of this Agreement and the other Transaction Documents have been duly authorized, executed and delivered by the Client; each of this Agreement and the other Transaction Documents constitutes a legal, valid and binding obligation of the Client, enforceable against the Client in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally and by general principles of equity;
iv.	Client’s entry into this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereunder and thereunder are not restricted by and would not result in a material breach or default under any material agreement to which it is a party or by which its assets are bound;
v.	as of the date of this Agreement, there are no actions, suits, proceedings, claims, charges, demands or disputes pending or threatened in writing, at law, in equity, in arbitration or by or before any governmental authority, by or against the Client or any of its affiliates or employees that (A) purport to affect or pertain to this Agreement or any Transaction Document, or any of the transactions contemplated hereby, or (B) either individually or in the aggregate, if determined adversely, would have a Material Adverse Effect; and as of the date of each Advance, there are no actions, suits, proceedings, claims, charges, demands or disputes pending or threatened in writing, at law, in equity, in arbitration or by or before any governmental authority, by or against the Client or any of its affiliates or employees that (A) purport to affect or pertain to this Agreement or any Transaction Document, or any of the transactions contemplated hereby, and (B) either individually or in the aggregate, if determined adversely, would have a Material Adverse Effect;
vi.	Client is in compliance with Applicable Law, except to the extent any such failure to be in such compliance would not, individually or in the aggregate, have a Material Adverse Effect;
vii.	Client is the sole owner of the Collateral, this Agreement creates a valid first priority security interest in the Collateral (assuming SB does not have notice from third parties of any adverse claims on the Collateral) and upon the filing of financing statements, all filings and other actions necessary to perfect such security interest will have been taken, and the Collateral is not subject to any Lien other than SB’s Lien and security interest, other than statutory Liens for taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been recorded on Client’s financial statements (“Statutory Tax Liens”);

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viii.	while any Loan Obligation is outstanding, Client will not pledge the Collateral or grant a security interest in the Collateral to a third party, or permit the Collateral to be sold or transferred (except as expressly provided in this Agreement), or become subject to any Lien other than as provided above;
ix.	no Governmental Approval, or approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Client of this Agreement or any other Transaction Document, except to the extent any such failure to obtain any such approval, consent, exemption or authorization, or to take any such other action or make any such notice or filing would not, individually or in the aggregate, have a Material Adverse Effect; and except for the filing of Uniform Commercial Code financing statements;
x.	Client is not an “investment company” required to be registered as such under the Investment Company Act of 1940, as amended, within the meaning of such act. Neither the making of any Advance, the application of the proceeds or repayment thereof by Client nor the consummation of the other transactions contemplated hereby will violate any provision of such act or any rule, regulation or order of the Securities and Exchange Commission binding on or applicable to Client thereunder, except to the extent any such violation would not, individually or in the aggregate, have a Material Adverse Effect;
xi.	there is no circumstance which may give rise to a liability in relation to any Plan or Multiemployer Plan that would have a Material Adverse Effect;
xii.	in respect of any Advance, no default hereunder exists at the time of making such Advance or would result from the making of such Advance; and
xiii.	the Client will be deemed to repeat these representations each time an Advance is obtained hereunder.

b. Client covenants and agrees with SB as follows, from the date hereof until the Loan Obligation has been indefeasibly paid in full and SB has no obligation to make further Advances:

i. unless otherwise directed by SB, Client will offer for sale each Auction Rate Security constituting Collateral (and any security in the Account received in exchange for such an Auction Rate Security) (A) at each applicable auction on an applicable interest

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	reset date for such security and (B) in any other manner of sale available, in the case of either (A) or (B), at a price at least equal to the face amount of such Auction Rate Security (plus accrued interest thereon (if any), in the event that the applicable issuer is not obligated to pay such amount to Client). Client authorizes SB to effect such offers and sales on Client’s behalf;
ii.	Client will preserve and maintain its corporate existence and all material rights, qualify and remain qualified in each jurisdiction in which such qualification is required and preserve, renew and maintain in full force and effect all rights, privileges and franchises except where failure to do so would not result in a Material Adverse Effect;
iii.	Client will comply with Applicable Law, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;
iv.	Client shall pay and discharge before the same shall become delinquent all taxes, assessments and governmental charges or levies imposed upon it or upon its property that may result in a Lien upon it or upon its property; provided, however, that Client shall not be required to pay or discharge any such tax, assessment, charge or levy that is being contested in good faith and by proper proceedings and as to which adequate reserves are being maintained in accordance with generally accepted accounting principles, unless and until any Lien resulting therefrom attaches to the Account or any of the Collateral and becomes enforceable against creditors;
v.	Client will maintain the Account with Smith Barney;
vi.	in the event that any exchange offer is made for any of the securities constituting Collateral, Client shall notify SB promptly of such exchange offer and Client shall accept such exchange offer if requested to do so by SB (which request SB may make if, in SB’s good faith judgment, accepting such exchange is in its best interest of protecting the value of the Collateral, and, if the offeror in the exchange offer is Smith Barney or one of its affiliates, then SB will provide Client at least five (5) Business Days notice of SB’s intentions as to acceptance of such offer, and, should Client request, engage in a good faith discussions with Client regarding SB’s rationale therefor), and Client authorizes and instructs SB to execute such acceptance and exchange; all non-cash proceeds (securities or otherwise) shall be deposited in the Account, and shall constitute additional Collateral, and all cash proceeds shall be applied in accordance with Section 2(f);

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vii.	Client will not create or suffer to exist any Lien on or with respect to any of the Collateral, whether now owned or hereafter acquired, or assign any right to receive income, other than the Lien created under this Agreement and Statutory Tax Liens;
viii.	Client shall use the proceeds of the Advances for general working capital purposes or other lawful business purposes not constituting “purpose credit” as defined in Regulation T issued by the Federal Reserve Board; Client shall not, directly or indirectly use the proceeds of the Advances to buy, trade or carry any securities (other than for the purpose of purchasing and immediately retiring convertible bonds or shares of common stock issued by Client) or to refinance any indebtedness originally incurred for such purpose;
ix.	Upon the Client or any of its officers or directors obtaining knowledge thereof, Client shall promptly notify SB of (A) the occurrence of any default, or event which, with the giving of notice or the passage of time, or both, would constitute a default, (B) any actual or threatened “Adverse Claim” against any of the Collateral within the meaning of Section 8-102(a)(1) of the Uniform Commercial Code in effect in the State of New York, or (C) any matter that has resulted in or could reasonably be expected to result in a Material Adverse Effect; and
x.	on and after the date the Merger becomes effective, Client, as the successor in interest to HLTH, will assume (by operation of law pursuant to the Merger) all of the rights and obligations of HLTH under the HLTH Loan Agreement, and Client agrees to cooperate with SB in the preparation of and execution of any documents or instruments SB reasonably deems necessary in order to accomplish such assumption.

8.) No Set-off or Withholding; Taxes. All payments by the Client to SB hereunder shall be made to SB in full without condition or reduction for any counterclaim, defense, recoupment or setoff and, except as required by law, free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government outside the United States or any political subdivision or taxing authority thereof (“Taxes”). If the Client shall be required by any law to deduct or withhold for any taxes (other than taxes imposed on SB’s income, and franchise taxes imposed on SB, by the jurisdiction under the laws of which SB is organized or any political subdivision thereof (“Excluded Taxes”)) from any such payments, the Client shall increase the amount of such payment by an amount such that SB receives an amount equal to the sum it would have received had no such deduction or withholding been made. In addition, the Client will indemnify SB for the full amount of any Taxes other than Excluded Taxes and any liability resulting therefrom regardless of whether such Taxes were correctly or legally imposed.

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9.) Default; Remedies; Market Value Sales.

a. Any of the following events that occurs while any Advance (and accrued interest, if any) is outstanding will be considered a “default” by the Client under this Agreement:

i.	any representation or warranty hereunder by the Client is incorrect in any material respect or the Client fails to comply with Section 7(b)(viii);
ii.	the Client fails to pay any interest within five (5) Business Days after written notice from SB that such interest is overdue, to make any payment when required by Section 2(e) (unless Collateral is liquidated and such payment made as provided in Section 2(e)), or to pay the Loan Obligation or any portion thereof upon demand by SB pursuant to and as required by Section 2(d);
iii.	the Client fails to perform any of its obligations hereunder (not otherwise referenced in clauses (i) and (ii) of this Section  9(a)) and such failure is not remedied by the Client within ten (10) Business Days after receipt of written notice by SB of such failure;
iv.	Client shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against Client seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Client shall take any corporate action to authorize any of the actions set forth above in this subsection (iv); or
v.	at any time when (A) this Agreement or any other Transaction Document shall cease to be in full force and effect, (B) this Agreement shall cease to give SB the Liens, the material rights, powers and privileges purported to be created thereby, or the Lien on any of the Collateral, in favor of SB shall fail or cease to be

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perfected and prior to the rights of all third Persons (except for Statutory Tax Liens), except to the extent any such failure or cessation results from (x) the failure of SB to file an initial Uniform Commercial Code financing statement or a continuation statement in respect thereof as required by the applicable Uniform Commercial Code or (y) relinquishment of control (within the meaning of the Uniform Commercial Code) by SB of any Collateral (including the Account) in respect of which a security interest therein may be perfected, or the priority of any such security interest enhanced, by control (other than, in the case of clause (x) or (y) to the extent that such loss of perfection or priority arises, directly or indirectly, as a result of any voluntary action by the Client); or

vi.

any government agency with appropriate authority determines that Client or any ERISA Affiliate has a liability in relation to any Plan that would have a Material Adverse Effect or Client or any ERISA Affiliate has any liability in relation to any Multiemployer Plan that would have a Material Adverse Effect.

b. In the event a default occurs prior to the date upon which the Loan Obligation may be demanded for payment pursuant to Section 
2(d), and Client has failed to cure such default after any required notice and permitted cure period, SB is authorized, in its sole discretion, to take one or more of the following actions: (w) declare the Loan Obligation to be immediately due and payable by the Client to SB; (x) reduce the Loan Maximum to a level determined by SB, (y) liquidate, withdraw or sell Collateral and apply it to the Loan Obligation, and (z) terminate the Client’s borrowing privileges hereunder. In the event SB makes a demand for repayment of the Loan Obligation pursuant to Section 2(d) which is not met by the end of any applicable Repayment Notice Period or a default occurs prior to the end of such Repayment Notice Period and Client has failed to cure such default after any required notice and permitted cure period, the Loan Obligation shall be deemed due and SB shall be authorized, in its sole discretion, to take the actions described in clauses (x),(y) and (z) in this Section 9(b). All of the foregoing actions may be done without any further notice to, or demand upon, the Client (subject to the expiration of any applicable Repayment Notice Period). Any sale of Collateral may be made in SB’s sole discretion on the exchange or market where such business is then usually transacted, at public auction or private sale (including, in the absence of a recognized market for the Collateral, a private sale to SB or an affiliate of SB at a valuation determined by SB in good faith). In addition to SB’s rights under this Agreement, SB shall have the right to exercise any one or more of the rights and remedies of a secured creditor under the New York Uniform Commercial Code then in effect. All rights and remedies under this Agreement are cumulative and are in addition to all other rights and remedies that SB may have at law or

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equity. Notwithstanding the foregoing and to the extent permitted by law, the Client expressly waives compliance with the provisions of Section 202 of the New York Lien Law.

c. Without limitation of the foregoing provisions of this Section:

i.	SB shall be entitled to liquidate all or any portion of the Collateral (A) at any time prior to the making of the first Advance hereunder, when the aggregate Market Value of all of the Collateral is less than 70% of the aggregate face amount of the Collateral, provided that SB shall have given Client ten (10) Business Days prior notice of such aggregate Market Value, and (B) at any time after the making of the first Advance hereunder, when the aggregate Market Value of all of the Collateral is less than 75% of the aggregate face amount of the Collateral, provided, that SB shall have given Client five (5) Business Days prior notice of such aggregate Market Value, which notice shall (in the case of each of (A) and (B) above) include the information required by the penultimate sentence of the definition of “Market Value” in Section 1(m) as if Client has made a request pursuant thereto.
ii.	SB shall be entitled to liquidate all, but not less than all, of the Collateral at any time after the making of the first Advance hereunder if SB can sell all, but not less than all, of the Collateral (other than cash) at a price equal to or greater than 90% of the face amount of such Collateral, provided that SB shall have given Client notice of such sale not later than five (5) Business Days prior to such sale.
iii.	In the event that the Market Value of any Auction Rate Security (or other security) included in the Collateral is greater than 75% of the face amount of such Auction Rate Security (or other security), and a nationally recognized market for such Auction Rate Security (or other security) then exists with sufficient volume and liquidity to enable a sale of such Auction Rate Security (or other security), Client shall be entitled to instruct SB to sell such Auction Rate Security (or other security) into such market, and SB shall as soon as is reasonably practicable after receiving such instructions in writing sell such Collateral into such market as instructed by Client, provided that SB shall not be required to prioritize Client’s sale over that of any other SB client or account unless required by Applicable Law. In no event shall Client be entitled to instruct SB after the making of the first Advance hereunder to sell any Auction Rate Security (or other security) the Market Value of which is less than 75% of the face amount of such Auction Rate Security (or other security) without SB’s prior written consent.

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iv.	Prior to the making of the first Advance hereunder, the Client shall be entitled to instruct SB to sell all or any part of the Collateral at any price, and SB shall as soon as is reasonably practicable after receiving such instructions in writing sell such Collateral as instructed by the Client, provided, that (A) a secondary market exists at such time with sufficient liquidity and volume to enable such sale, and (B) SB shall not be required to prioritize Client’s sale over that of any other SB client or account unless required by Applicable Law.
v.	In the event that Client identifies an opportunity to sell an Auction Rate Security from the Account other than pursuant to Section 9(c)(iii) or 9(c)(iv) above, Client may notify SB, and SB will undertake commercially reasonable efforts to assist Client in executing such sale, provided that (x) the sale price is not less than 75% of the face amount of such Auction Rate Security and not less than the Market Value of such Auction Rate Security, (y) Client first offers SB and Smith Barney the opportunity (to which SB will respond on a timely basis) to effect the purchase at the proposed price for SB’s or Smith Barney’s own account, as applicable, and (z) SB is satisfied that all proceeds of the sale will be received into the Account against delivery of such Auction Rate Security and be applied as set forth in Section 2(f).
vi.	All proceeds from any sales under this Section shall be applied in accordance with Section 2(f).

10.) Limitation of Liability. SB shall not be liable to the Client for:

a.

any loss, damage or expense caused directly or indirectly by circumstances that are not within SB’s reasonable control, including government restrictions, exchange or market rulings, suspension of trading, disruptions in credit markets or liquidity therein (including markets relating to Auction Rate Securities or other Collateral), war, strikes or other conditions commonly known as “Acts of God”, or

b.

any consequential, incidental, indirect, punitive or special damages, even if such damages are reasonably foreseeable. The specific reference and intent herein to consequential, incidental, indirect or special damages is to exclude “lost opportunity” actions and events as a measure of recoverable damages.

11.) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws rules of such State which would require the application of the laws of another jurisdiction.

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12.) Assignment. This Agreement may not be assigned by the Client without SB’s prior written consent, and shall be binding upon the Client’s heirs, executors, administrators, successors and permitted assigns (whichever is applicable). SB may assign this Agreement to any of its affiliates domiciled in any jurisdiction within the United States without the Client’s consent or prior notice to the Client. This Agreement shall inure to the benefit of and be binding upon each party’s successors and permitted assigns (whether by merger, consolidation or otherwise). If requested by SB, Client will take such steps (including entering into an appropriate account control agreement) as SB shall reasonably request to preserve SB’s assignee’s first priority perfected lien on the Collateral.

13.) Amendments; Waivers; Severability. No amendment, modification or waiver of any provision of this Agreement or consent hereunder shall be effective unless set forth in writing and signed by the parties hereto, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. If any provision of this Agreement is held to be invalid, illegal or unenforceable by reason of any law, rule, administrative order or judicial decision, such determination shall not affect the validity of the remaining provisions of this Agreement.

14.) Entire Agreement. This Agreement (including all exhibits) and the other Transaction Documents reflect the entire agreement between SB and the Client concerning Advances and the Loan Obligation and supersedes any other agreement, promise, representation or undertaking, whether written or oral, concerning the Advances and the Loan Obligation. In the event of a conflict between the provisions of this Agreement and the provisions of any other agreement between the Client and SB, this Agreement will govern.

15.) Indemnity. Without the necessity of a judicial determination, and whether or not litigation occurs, the Client hereby agrees to indemnify and hold harmless SB and its directors, officers, employees, agents and affiliates from any and all claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees and expenses) (a) in any way related to, or arising out of or in connection with claims by any party other than Client, SB or their respective directors, officers, employees, agents or affiliates (“Third Party Claims”) relating to this Agreement, including without limitation the Client’s failure to comply with its obligations hereunder, (b) arising out of or resulting from any action taken or omitted by SB at the Client’s request, or any material untruth or inaccuracy of any of the Client’s representations and warranties in this Agreement or the matters referred to in the last sentence of Section 5, or (c) arising out of or resulting from any Statutory Tax Lien on the Collateral, but not including (in the case of either (a), (b) or (c) of this Section 15) any claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses based on SB’s gross negligence or willful misconduct. This indemnification shall survive the termination of this Agreement and the payment of the Loan Obligation.

16.) Expenses. The Client agrees to pay or reimburse SB for all costs and expenses (including legal fees and expenses) incurred to enforce or preserve any rights or remedies under this Agreement or the other Transaction Documents (including all such costs and

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expenses incurred during any “workout” or restructuring in respect of the Loan Obligation and during any legal proceeding, including any proceeding under any bankruptcy or insolvency law). All such amounts shall be payable within ten Business Days after demand therefor.

17.) No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and the indemnitees under Section 15) any legal or equitable right, remedy or claim under or by reason of this Agreement.

18.) Illegality. If SB determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for SB to make, maintain or fund Advances, or to determine or charge interest rates based upon the Interest Rate, (i) SB shall have no obligation to make Advances hereunder from and after the date of such determination, and (ii) SB shall negotiate in good faith with the Client to restructure the Loan Obligation and this Agreement in a manner that avoids such consequence, and if such negotiations do not result in such a restructuring, SB shall have the right to declare SB’s obligation to make or allow to remain outstanding Advances to be terminated (and such obligation shall be terminated upon such declaration), and Client shall, upon demand from SB, prepay the aggregate principal amount of all outstanding Advances, together with accrued but unpaid interest thereon and all other fees and other amounts payable hereunder constituting the Loan Obligation. To SB’s actual knowledge, there is no law, rule, regulation, order or assertion by any governmental authority having jurisdiction over SB that it is unlawful for SB to make, maintain or fund Advances, or to determine or charge interest rates based upon the Interest Rate.

19.) Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Transaction Document, the interest paid or agreed to be paid under the Transaction Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If SB shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Advances or, if it exceeds such unpaid principal, refunded to the Client. In determining whether the interest contracted for, charged or received by SB exceeds the Maximum Rate, SB may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Loan Obligation hereunder.

20.) Survival. Notwithstanding any provision to the contrary, (i) all representations and warranties made hereunder and in any other Transaction Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and (ii) the provisions of Section 15 and the provisions of Section 5 relating to Section 15 shall survive any termination of this Agreement.

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21.) Notices. Notices delivered under this Agreement by SB shall be delivered solely in writing to Client either by Federal Express or other confirmed delivery service at 111 Eighth Avenue, New York, New York 10011, Attention: General Counsel, or by facsimile to Client at (212) 624-3773, Attention: General Counsel. Notices delivered under this Agreement by Client shall be delivered solely in writing to SB either by Federal Express or other confirmed delivery service at Citi Smith Barney, 485 Lexington Avenue, 11^th Floor, New York, New York 10017 Attention: Stuart Weiss, Credit Department, or by facsimile to SB at (212) 783-2804 Attention: Stuart Weiss, Credit Department. Notices delivered hereunder shall be deemed delivered upon delivery service confirmation or automated facsimile confirmation. Either party may change its notice information set forth above by notice to the other party in accordance with this Section 21.

22.) Termination or Release.

a.

This Agreement and the security interests granted hereby shall terminate when all of the Loan Obligation has been paid in full and SB has no further commitment hereunder to make any Advances. Upon any sale or other transfer by the Client or SB of Collateral that is expressly permitted hereunder, or, upon the effectiveness of any written consent by SB to the release of the security interest granted hereby in any Collateral, the security interest in such Collateral shall be automatically released. In connection with the termination of this Agreement pursuant to this Section, SB shall, upon request by Client, promptly execute and deliver to the Client, at the Client’s expense, all Uniform Commercial Code termination statements and similar documents that the Client shall reasonably request to evidence such termination or release.

b.

Subject to the terms and conditions set forth in this Section, Client shall have the option (the “Option”), exercisable at any time on or prior to the Advance Termination Date by written notice to SB (the “Option Notice”), to sell to SB, and SB shall upon receipt of the Option Notice, be required to purchase, all, but not less than all, of the Collateral at a purchase price (the “Purchase Price”) equal to the lesser of (x) 75% of the face amount of the Collateral and (y) the current Loan Maximum (as the Loan Maximum may have been reduced pursuant to Section 2(f)). The Purchase Price shall be paid in the following manner: first, by applying the Purchase Price to payment of the full amount of the then outstanding Loan Obligation, and then any remaining balance of the Purchase Price, in cash to Client. The Option Notice shall state the date (the “Exercise Date”) upon which the exercise of the Option is to be consummated, which shall not be prior to one Business Day after the date of delivery of the Option Notice to SB nor after the Advance Termination Date. Client shall be entitled to exercise the Option only if (i) all interest accrued through the Exercise Date of the Option but unpaid (including the amount of any interest that has been added to principal as provided herein) has been paid in full as of the Exercise Date (ii) there exists no default described in

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Section 9(a)(iv), and (iii) all of the Collateral is free and clear of, and unencumbered by, any Lien (other than the Lien granted to SB hereunder and Statutory Tax Liens). Upon such payment of the Purchase Price, title to and ownership of all of the Collateral shall automatically and without any further action required, transfer from Client to SB, and this Agreement shall be terminated, provided, that in the event there does exist any other Lien on the Collateral, or in any applicable proceeding or for any reason the exercise of the Option is invalidated, unwound or reversed, this Agreement and the Loan Obligation shall be reinstated as if the Option had never been exercised and Client shall return to SB any cash proceeds of the exercise of the Option.

c. At any time prior to the making of the first Advance hereunder, Client may by notice to SB terminate this Agreement and all obligations of SB to make Advances hereunder, upon which this Agreement shall be terminated in accordance with Section 22(a) above.

23.) Jurisdiction; Waivers.

a. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party agrees that process may be served on it in the manner provided for notices in Section 21.

b. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

c. Waiver of Jury Trial. Each of the Client and SB hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising

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out of or relating to this Agreement or the actions of SB in the negotiation, administration, performance or enforcement thereof.

[Signature Page Follows]

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BY SIGNING BELOW, THE CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Loan Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument.

WEBMD HEALTH CORP.
By:	/s/ Douglas W. Wamsley
	Name:	Douglas W. Wamsley
	Title:	Executive Vice President and General Counsel

Account Number: [omitted]

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Stuart N. Weiss
	Name:	Stuart N. Weiss
	Title:	Managing Director Senior Credit Officer Level II Citigroup Global Wealth Management
Date: 5/6/08

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EX-31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Wayne T. Gattinella, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of WebMD Health Corp.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/ Wayne T. Gattinella

Wayne T. Gattinella
Chief Executive Officer
(Principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Mark D. Funston, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of WebMD Health Corp.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/ Mark D. Funston

Mark D. Funston
Executive Vice President and
   Chief Financial Officer
(Principal financial and accounting officer)

EX-32.1

Exhibit 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER OF
WEBMD HEALTH CORP.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of WebMD Health Corp. (“WebMD”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wayne T. Gattinella, Chief Executive Officer of WebMD, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of WebMD.

Dated: August 11, 2008	/s/ Wayne T. Gattinella
	Wayne T. Gattinella Chief Executive Officer

The foregoing certification is being furnished to accompany WebMD’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 (the “Report”) solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as part of the Report or as a separate disclosure document and shall not be deemed incorporated by reference into any other filing of WebMD that incorporates the Report by reference. A signed original of this written certification required by Section 906 has been provided to WebMD and will be retained by WebMD and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER OF
WEBMD HEALTH CORP.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of WebMD Health Corp. (“WebMD”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark D. Funston, Executive Vice President and Chief Financial Officer of WebMD, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of WebMD.

Dated: August 11, 2008	/s/ Mark D. Funston
	Mark D. Funston Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished to accompany WebMD’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 (the “Report”) solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as part of the Report or as a separate disclosure document and shall not be deemed incorporated by reference into any other filing of WebMD that incorporates the Report by reference. A signed original of this written certification required by Section 906 has been provided to WebMD and will be retained by WebMD and furnished to the Securities and Exchange Commission or its staff upon request.