##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-24975
      HLTH Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3236644(State of
    incorporation)

(I.R.S. employer identification
    no.)669 River Drive, Center 2
    Elmwood Park, New Jersey(Address of principal
    executive office)

07407-1361(Zip code)   (201) 703-3400
 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC (Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





TABLE OF
    CONTENTS
   
 PageForward-Looking Statements


iiDefinitions of Certain Measures


iiPART IItem 1.

Business


1Item 1A.

Risk Factors


35Item 1B.

Unresolved Staff Comments


54Item 2.

Properties


54Item 3.

Legal Proceedings


54Item 4.

Submission of Matters to a Vote of Security
    Holders


55PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer
    Purchases of Equity Securities


56Item 6.

Selected Financial Data


59Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


61Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


88Item 8.

Financial Statements and Supplementary Data


89Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


89Item 9A.

Controls and Procedures


89Item 9B.

Other Information


89PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


90Item 11.

Executive Compensation


90Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related
    Stockholder Matters


90Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


90Item 14.

Principal Accountant Fees and Services


90PART IVItem 15.

Exhibits and Financial Statement Schedules


91Signatures


92Financial Statements


F-1Index to Exhibits


E-1EX-10.52EX-10.53EX-10.54EX-10.56EX-10.57EX-12.1EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2    ® sm ® ® ® ® ® ® ® ® ® ® ® ® tm
 i




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  Form 10-K
    
    the failure to achieve sufficient levels of usage of
    www.webmd.com and our other public portals;
    failure to achieve sufficient levels of usage and market
    acceptance of new or 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;
    adverse economic conditions and disruptions in the capital
    markets;
    general business or regulatory conditions affecting the
    healthcare, information technology, Internet and plastics
    industries being less favorable than expected; and
    the Risk Factors described in Item 1A of this Annual Report.          DEFINITIONS
    OF CERTAIN MEASURES  The WebMD Health Network
  
    A unique user or unique visitor during
    any calendar month is an individual computer that accesses a Web
    site in The WebMD Health Networkduring the course of
    such calendar month, as determined by WebMDs tracking
    technology. Accordingly, with respect to such calendar month,
    once an individual computer accesses that Web site in The
    WebMD Health Network, that computer will generally be
    included in the total number of unique users or visitors for
    that month. Similarly, with respect to any calendar month, a
    computer accessing a specific Web site in The WebMD Health
    Networkmay only be counted once as a single unique user or
    visitor regardless of the number of times such computer accesses
    that Web site or the number of individuals who may use such
    computer. However, if that ii




---



##### Table of Contents



computer accesses more than one site within The WebMD Health
    Networkduring a calendar month, it will be counted once for
    each such site. A computer that does not access any of the Web
    sites in The WebMD Health Networkduring a particular
    calendar month is not included in the total number of unique
    users or visitors for that calendar month, even if such computer
    has in the past accessed one or more of these Web sites. In
    addition, if a computer blocks WebMDs tracking technology,
    it will be counted as a unique user or visitor in a particular
    month each time it visits one of these Web sites.  
    A page view is a Web page that is sent to the
    browser of a computer upon a request made by such computer and
    received by a server in The WebMD Health Network. The
    number of page views in The WebMD Health Networkis not limited by its number of unique users or visitors.
    Accordingly, each unique user or visitor may generate multiple
    page views.
    With respect to any given time period, aggregate page
    views are the total number of page views
    during such time period on all of the Web sites in The WebMD
    Health Network.    The WebMD Health Network, The WebMD Health Networks
 iii




---



##### Table of Contents



PART I  Item 1.
    Business  INTRODUCTION
  Corporate
    Information
    07407-1361 (201) 703-3400.
    
    WebMD Health Corp.  In this Annual
    Report, we use the name WebMD to refer to the business conducted
    by our two operating segments, as described below, and the name
    WHC to refer to WebMD Health Corp., the public company that owns
    the WebMD business. WHCs Class A Common Stock began
    trading on the Nasdaq National Market under the symbol
    WBMD on September 29, 2005 and now trades on
    the Nasdaq Global Select Market. HLTH owns all 48,100,000
    outstanding shares of WHCs Class B Common Stock. WHC
    Class A Common Stock has one vote per share, while WHC
    Class B Common Stock has five votes per share. As a result,
    the WHC Class B Common Stock owned by HLTH represents
    approximately 96.0% of the combined voting power of WHCs
    outstanding Common Stock as of the date of this Annual Report.
    All shares of WHC Class B Common Stock outstanding on
    September 29, 2010 (the fifth anniversary of the closing
    date of WHCs initial public offering) will automatically
    be converted on a
    share-for-share
    basis to shares of WHC Class A Common Stock. See
    Note 6 to the Consolidated Financial Statements included in
    this Annual Report for additional information regarding
    HLTHs ownership interest in, and relationships with, WHC.
    Porex.  In February 2008, we announced
    our intention to divest Porex and, as a result, we have
    reflected our Porex segment as a discontinued operation in the
    Consolidated Financial Statements contained in this Annual
    Report. For additional information, see Note 3 to those
    Consolidated Financial Statements. Porex develops, manufactures
    and distributes proprietary porous plastic products and
    components used in healthcare, industrial and consumer
    applications. Porexs customers include both end-users of
    its finished products, as well as manufacturers that include its
    components in their products. Porex is an international business
    with manufacturing operations in North America, Europe and Asia
    and customers in more than 75 countries.  Overview
    of Our Operating Segments
    
    enable consumers to obtain detailed information on a particular
    disease or condition, to locate physicians, to store individual
    healthcare information, to assess their personal health status,
    to receive periodic
    e-newsletters
    and alerts on topics of individual interest, and to participate
    in online communities with peers and experts; 1




---



##### Table of Contents




    enable physicians and healthcare professionals to access
    clinical reference sources, to stay abreast of the latest
    clinical information, to learn about new treatment options, to
    earn continuing medical education (or CME) and continuing
    education (or CE) credit and to communicate with peers; and
    enable employers and health plans to provide their employees and
    plan members with personalized health and benefit information
    and decision-support technology that helps them make more
    informed benefit, provider and treatment choices.  The WebMD Health Network www.WebMD.com WebMD Health www.Medscape.com Medscape from WebMD The WebMD Health Network The WebMD Health Network
  WebMD Health Medscape from WebMD
  The WebMD Health
    Network
    WebMD the Magazine The WebMD Little Blue Book,
 2




---



##### Table of Contents



Available
    Information
  www.hlth.com Form 10-K, Form 10-Q, Form 8-K,
  www.wbmd.com
 3




---



##### Table of Contents



WEBMD
    ONLINE SERVICES
  Our
    Public Portals: The WebMD Health Network
  Overview
  The
    WebMD Health Network
  Owned Web Sites. The WebMD Health
    Networks The WebMD Health Network
  Consumer Portal Site

Descriptionwww.webmd.com

WebMD Health, our flagship consumer portal.www.medicinenet.com

A health information site for consumers offering content that is
    written and edited by practicing physicians, including an online
    medical dictionary with thousands of medical terms.www.rxlist.com

An online drug directory with over 2,000 drug monographs, which
    are comprehensive descriptions of pharmaceutical products
    (including chemical name, brand names, molecular structure,
    clinical pharmacology, directions and dosage, side effects, drug
    interactions and precautions).www.emedicinehealth.com

A health information site for consumers offering articles
    written and edited by physicians for consumers, including first
    aid and emergency information that is also accessible at
    firstaid.webmd.com.www.medscape.com

Medscape from WebMD, our flagship Web site for physicians
    and other healthcare professionals.www.medscapecme.com

The Web site through which Medscape, LLC distributes online CME
    and CE to physicians and other healthcare professionals.emedicine.medscape.com

A site for physicians and other healthcare professionals
    containing articles on over 6,500 diseases and disorders.www.theheart.org

One of the leading cardiology Web sites, known for its depth and
    breadth of content in this area.   Other Sites.  The WebMD Health Network The WebMD Health Network
  Consumer
    Portals
  Introduction.
 4




---



##### Table of Contents



Overview of Content and Service Offerings. WebMD Health The WebMD Health Network 90-person The WebMD Health Network. The
    WebMD Health Network
  WebMD Health
  Key Features of WebMD Health. WebMD Health
  Feature

DescriptionWebMD News Center

Daily health news articles that are written by health
    journalists and reviewed by our professional staff. Content
    focuses on news you can use and the article topics
    reflect national news stories of interest in the popular media
    that day with original perspective from health and medical
    experts.WebMD Editorial Features

Comprehensive content focusing on major health issues that are
    in the news or otherwise contemporary, with emphasis on health
    trends and national health issues.WebMD Daily

Originally produced multi-media content served on our custom
    video player. WebMD Daily delivers a three to five minute
    health-related video of real patient stories and expert
    interviews, among other things, and includes narration, graphics
    and links to additional content on a given health topic.
    Sponsors are able to stream commercials and promotional messages
    within the video feature itself and within the surrounding
    viewing area. 5




---



##### Table of Contents



Feature

DescriptionWebMD Health Centers

WebMD Health Centers are centralized locations for content and
    services for both WebMD Health editorial offerings and
    sponsor offerings focusing on topics related to health, wellness
    and lifestyle. Each Health Center features newly organized and
    medically reviewed information and enables the user to easily
    locate the top articles, news, community features and health
    assessments for each topic. We also provide users an
    alphabetical listing of all Health Centers and other collections
    of articles, organized by specific health conditions and
    concerns, known as Health A-Z.WebMD Health Guides

Anchored within each Health Center, WebMD Health Guides are
    designed to guide users through the most current symptom,
    diagnosis, treatment and care information related to a
    particular health topic. These unique guides were created by our
    editorial staff of professional health writers in collaboration
    with our proprietary physician network.WebMD Videos
    A-Z

Included in the Health Centers are broadcast-quality health
    videos featuring real stories and expert interviews.General Medical Information

Our medical library allows consumers to research current
    information, some of which we license from third parties,
    relating to diseases and common health conditions by providing
    searchable access and easy-to-read content, including: self-care articles drug and supplement references from leading
    publications, including First Data
    Bank® clinical trials and research study information a patients guide to medical tests interactive, illustrated presentations that visually
    explain common health conditions and diseases a medical dictionary doctors views on important health topics.   Decision-Support Services and Other Online
    Tools.
  Feature

DescriptionWebMD HealthCheck

Clinical, algorithm-based self assessments for major conditions
    yielding a personalized risk score based upon the users
    individual characteristics (e.g., gender, age, behavioral risks,
    heredity), along with customized recommendations for further
    education, potential treatment alternatives and a summary report
    to share with the users physician. 6




---



##### Table of Contents



Feature

DescriptionSymptom Checker

An interactive graphic interface with advanced clinical
    decision-support rules that allow users to pinpoint potential
    conditions associated with their physical symptoms, gender and
    age. The Symptom Checker was created by an experienced group of
    physicians trained in the development of clinical decision
    support applications.Healthy Eating and Diet

An educational channel focusing on diet, food, and fitness,
    designed to help users attain their goals in personal health,
    fitness and weight management. The channel includes expert
    interviews, diet assessment, a personal planner, a food database
    for nutritional information, as well as calculators, portion
    help, and a member area for discussion boards, blogs and user
    support.First Aid & Emergencies

Directs users to educational and treatment information that may
    be useful in the event of certain medical emergencies. Also
    included in this resource is a First Aid A-Z glossary of terms.Tests & Tools

Provides access to interactive calculators and quizzes to assess
    or demonstrate health topics, including a target heart rate
    calculator, body mass index calculator, pregnancy calculator and
    ovulation calendar.Slideshows

Our slideshows are designed to educate users on specific
    conditions and other health topics in an engaging, visually rich
    format.Drugs & Treatments

Users can search for information about prescription and
    over-the-counter medications by brand or generic name, or by
    condition. We also recently launched Drug Insights, a
    community product that allows consumers to anonymously review
    and share their personal experiences with individual
    prescription products.WebMD Physician Finder

Enables users to find and make an appointment with a physician
    based on the physician or practice name, specialty, zip code and
    distance.Managing Healthcare & Benefits

Offerings that educate users on issues surrounding choosing and
    using health plans and managing their healthcare from a
    financial and quality perspective. Other coverage topics, such
    as Medicare, are addressed and resources and tools are available
    to users.WebMD Health Manager

A free online service featuring a personal health record (a
    secure application that assists consumers in gathering, storing,
    and sharing essential health data in one centralized location),
    secure message center, personal health risk assessments for
    overall health, condition-specific trackers, medication
    summaries, health calendar with reminders and alerts, printable
    health emergency card, family member health record keeping,
    weight loss, fitness and smoking cessation programs, and fully
    personalized e-newsletter.  7




---



##### Table of Contents



Mobile Applications.
  Membership; Online Communities. e-newsletters
  Feature

DescriptionCommunity Centers

Community Centers are designed to allow members to share their
    experiences and exchange information with other members with
    similar health conditions or concerns. Community Centers may
    include blogs, moderated message boards and posted member
    columns.e-Newsletters

Our selection of e-Newsletters allows consumers to choose to
    receive regular updates on topics targeted to their particular
    health concerns and on general health-related subjects based on
    their interests.Expert Blogs

Expert healthcare professionals and non-healthcare professional
    members alike chronicle their experiences with one another in
    these online journals.Ask an Expert

Health and wellness forums within which users can post their
    health questions and receive support and information from health
    experts, moderators and other members.     Professional
    Portals
  Introduction. Medscape
    from WebMD MedscapeCME theheart.org eMedicine Medscape from WebMD, MedscapeCME
    Medscape from WebMD.  Medscape from WebMD www.medscape.com
  
    timely medical news relating to a variety of specialty areas and
    coverage of professional meetings and conferences; 8




---



##### Table of Contents




    full-text medical journal articles and drug and medical
    literature databases; and
    video and written commentary from leading medical experts.  Medscape from WebMDs Medscape from
    WebMD Medscape from WebMD
  Medscape from WebMD Medscape from WebMD Medscape from
    WebMD MedPulse ® e-mail Medscape from WebMD
  eMedicine Online Medical Reference. eMedicine
    ( emedicine.medscape.com )
  theheart.org Cardiology Site. theheart.org
    (www.theheart.org)
  Continuing Medical Education (CME).  MedscapeCME www.medscapecme.com
  MedscapeCME , MedscapeCME MedscapeCME MedscapeCME
  
    Conference Coverage.  Coverage of major medical
    conferences.
    CME Circle.  Third party CME activities,
    including symposia, monographs and CD-ROMs that MedscapeCMEdistributes online.
    CME Live.  Original online events featuring
    live streaming video, audio and synchronized visual
    presentations by experts on key topics and conditions. These
    live Webcasts also allow participants to interact with faculty.
    CME Cases.  Original CME activities presented
    by healthcare professionals in a patient case format. 9




---



##### Table of Contents




    Resource Centers.  Grant-based collections of
    CME-certified content on the diagnosis and treatment of medical
    conditions.  Online Physician Community.  Physician Connect Physician Connect Physician Connect
  e-Detailing. e-detailing E-details e-detailing.
  Advertising
    and Sponsorship
  The WebMD Health Network The WebMD
    Health Network The WebMD Health
    Network
      
    Media Solutions.  These are traditional online
    advertising solutions, such as banners, used to reach
    health-involved consumers, physicians and other healthcare
    professionals. In addition, clients can 10




---



##### Table of Contents



sponsor a variety of condition-specific or specialty-specific
    e-newsletters,
    keyword searches and educational programs.  
    Sponsored Editorial Solutions.  These are
    customized collections of articles, topics, and decision-support
    tools and applications, sponsored by clients and distributed
    within WebMD Health.
    E-details.E-details
    are promotional interactive online programs that provide
    clinical education and information to physicians about medical
    conditions, treatments and products.  The WebMD Health Network
  
    our display of approximately 4.7 billion pages of
    healthcare information to users visiting our sites in 2008;
    our ability to help advertisers and sponsors reach specific
    groups of consumers and physicians by specialty, product,
    disease, condition or wellness topic, which typically produces a
    more efficient and productive marketing campaign; and
    our ability to provide advertisers and other sponsors with
    objective measures of the effectiveness of their online
    marketing, such as activity levels within the sponsored content
    area.  Sales
    and Marketing
      Our
    Private Portals: WebMD Health Services
  Introduction
    
    changing benefit plan designs to increase deductibles,
    co-payments and other
    out-of-pocket
    costs;
    enhancing health management and wellness programs and providing
    incentives for participation in those programs; and
    taking other steps to motivate employees and plan members to use
    healthcare in a cost-effective manner.   11




---



##### Table of Contents



sm
  The WebMD Health Network The WebMD Health Networks
  The
    WebMD Health and Benefits Manager
  sm
    
    The WebMD Health Management Suitegives employees and
    plan members access to personalized content and tools that
    empower them to evaluate and manage their healthcare, motivate
    them to make healthier lifestyle choices, and help them improve
    their overall health. The Health Management Suite incorporates
    our WebMD
    HealthQuotientsm

    health risk assessment applications, which enable users to
    assess their overall health risks and to understand their unique
    risk factors with regard to specific conditions. The results of
    the health risk assessment are then used, along with the
    individuals usage patterns, to give each user a
    personalized experience relevant to his or her specific needs
    and interests. Users can get consistent reinforcement from
    lifestyle improvement programs and condition centers, health
    management content, and targeted health messaging. We complement
    our Health Management Suite with personalized telephonic health
    coaching services. Health coaches work
    one-on-one
    with employees and plan members to motivate them to improve
    their own health status by better managing existing health
    conditions, by pursuing health conscious lifestyles, by actively
    seeking health and wellness knowledge and by understanding the
    financial and health impact of lifestyle decisions.
    The WebMD Benefits & Financial Suitehelps
    employees and plan members to better understand the financial
    implications of their benefits options and make more informed
    benefits-related purchase decisions. Using WebMD Coverage
    Advisorsm,

    they can compare costs across available health plan options
    based on personalized information regarding coverage
    alternatives, along with cost-modeling and projection utilities.
    WebMD Health Expense
    Advisorsm

    helps individuals manage and track their healthcare expenses,
    create budgets and analyze the benefits available under their
    health plan. WebMD 12




---



##### Table of Contents



HSA
    Advisorsm

    provides personalized resources to assist in determining
    appropriate amounts for individuals to contribute to medical
    savings accounts based on their profile. The
    Benefits & Financial Suite is integrated with WebMD
    Health Management Suite applications and content, so users can
    align their benefits choices with their personal health profile
    and individual financial circumstances. Cost-modeling and
    projection tools help users to understand and adopt the right
    health plan for their situation.  
    The WebMD Provider & Treatment Suitegives
    employees and plan members access to information and services
    that can help them factor quality and cost into decisions about
    care and treatment options. The Provider & Treatment
    Suite helps users analyze provider quality, identify appropriate
    drug and treatment choices, and understand the costs associated
    with their care. This suite leverages multiple data sources for
    cost and quality comparisons and provides a personalized,
    consistent user experience across a full set of integrated
    tools. The quality comparisons are based on evidence-based
    measures, such as volume of patients treated for particular
    illnesses or procedures, mortality rates, unfavorable outcomes
    for specific problems, and average length of hospital stay. The
    WebMD Provider Selection
    Advisorsm

    included in this Suite allows users to search for healthcare
    providers (including physicians, hospitals, medical practices,
    dental providers and others) by name, specialty, location or
    healthcare need/situation and provides profiles and comparative
    information on these providers.
    The WebMD Health Record Suitehelps employees and plan
    members gather, store, manage and share their essential health
    data. The Health Record Suite provides a secure personal health
    record for self-reported and imported health information, and
    prompts employees and plan members with secure, personalized
    health alerts describing potential care or medication issues.
    This suite includes ID-enabled healthcare provider access that
    encourages communication with providers to reduce errors or
    duplications and to improve healthcare outcomes.      
    reduced benefits administration, communication, and customer
    service costs;
    more efficient coordination of messaging through the use of
    integrated member profiles;
    increased employee participation in Flexible Spending Accounts
    (FSAs) and Health Savings Accounts (HSAs);
    reduced hospital, physician and drug costs through more informed
    utilization of the benefit plan;
    increased enrollment in health management programs, including
    disease management or health coaching;
    increased member satisfaction with the employer and the benefit
    plan;
    increased conformance with benefit plan and clinical protocols;
    enhanced health risk stratification that assists employers and
    health plans in selecting health management programs that are
    appropriate to the needs of their specific populations; and
    reduction in overall health risks and increased employee
    productivity. 13




---



##### Table of Contents




    increased tax savings through increased participation in FSAs
    and HSAs;
    reduced benefit costs through more informed choice of benefit
    plan options and more informed use of the chosen benefit plan;
    improved health outcomes, through more informed choices of
    providers and treatments; and
    improved understanding and management of health conditions
    through access to support tools and educational information.  Relationships
    with Customers
      Relationship
    with Fidelity Human Resources Services Company LLC
  ®
      Sales
    and Marketing
   14




---



##### Table of Contents



Technological
    Infrastructure
      User
    Privacy and Trust
  General.
  
    URAC.  We were awarded
    e-Health
    accreditation from URAC, an independent accrediting body that
    has reviewed and approved the WebMD.com site and our private
    portal deployment of WebMD Personal Health Manager for
    compliance with its quality and ethics standards.
    TRUSTe.  We are a licensee of the TRUSTe
    Privacy Seal and the TRUSTe EU Safe Harbor programs. TRUSTe is
    an independent, non-profit organization whose goal is to build
    users trust and confidence in the Internet. Each year
    since 2005, TRUSTe and the Ponemon Institute have sponsored an
    independently administered user-based ranking of the most
    trusted companies in America and WebMD has consistently ranked
    among the most trusted in each of those rankings.
    Health on the Net Foundation.  Our WebMD.com,
    eMedicine.com, eMedicineHealth.com, MedicineNet.com and
    Subimo.com sites and WebMD Personal Health Manager comply with
    the principles of the HON Code of Conduct established by the
    Health on the Net Foundation.  Privacy Policies.
  Content-Sharing
    and Marketing Relationships
  FDA.
  
    A new online consumer health information resource on WebMD.com
    (www.webmd.com/fda), through which consumers can access
    information on the safety of FDA-regulated products, including
    food, medicine and cosmetics, as well as learn how to report
    problems involving the safety of these products directly to the
    FDA. In addition, WebMD will provide FDA public health alerts to
    all WebMD registered users and site visitors that request them.
    The cross-linked joint resource also features the 15




---



##### Table of Contents



FDAs Consumer Updates  timely and
    easy-to-read
    articles that are also posted on the FDAs main consumer
    Web page (www.fda.gov/consumer).  
    FDA Consumer Updates will also be featured at least three times
    a year in WebMD the Magazine.  GNC. The WebMD Health Network
  Yahoo! The WebMD Health Network
  International Relationships. Medscape from
    WebMD
  Other Relationships.
  WEBMD
    PUBLISHING AND OTHER SERVICES
  WebMD the Magazine. WebMD the
    Magazine WebMD the
    Magazine WebMD the Magazine
 16




---



##### Table of Contents



WebMD the Magazine
  The WebMD Little Blue Book. The
    WebMD Little Blue Book The WebMD Little Blue Book up-to-date The WebMD Little Blue Book
  The WebMD Little Blue Book
  POREX
  Introduction
        Porex
    Products
  Porous Plastics.
  
    Filtering.  In filtration applications, the
    pore structure acts as both a surface filter and a depth filter.
    The structure acts as a surface filter by trapping particles
    larger than its average pore size and as a depth filter by
    trapping much smaller particles deep in its complex channels.
    Examples of filtering applications for porous plastics include:
    filters for drinking water purification, air filters, fuel
    filters for power tools and appliances and other liquid filters
    for clarification of drugs, blood separation and chemicals.
    Venting.  In venting applications, the pore
    structure allows gases to easily escape while retaining fluids.
    Examples of these applications include: vents for medical
    devices, printers and automotive batteries; and caps and
    closures.
    Wicking.  When used as a wicking device, the
    pore structure creates capillary channels for liquid transfer
    allowing fluid to flow, or wick, from a reservoir. Examples of
    these applications include: nibs 17




---



##### Table of Contents



or tips for writing instruments, such as highlighters and
    coloring markers; fluid delivery components for printers and
    copiers; fragrance wicks; and absorbent media for diagnostic
    testing.  
    Diffusing.  When used in diffusion
    applications, porous plastic components emit a multitude of
    small, evenly distributed bubbles. Examples of these
    applications include air diffusers for fermentation, metal
    finishing and plating.
    Muffling.  In muffling applications, exhaust
    air is channeled through a tortuous path, causing significant
    sound reduction by breaking up and diffusing the sound waves.
    Examples of these applications include industrial mufflers for
    pneumatic equipment.    Markets for Porex
    Products.
  
    Healthcare Products.  Porex manufactures a
    variety of porous plastic components for the healthcare industry
    that are incorporated into the products of other manufacturers.
    These components are used to vent or diffuse gases or fluids and
    are used as membrane supports, including catheter vents,
    self-sealing valves in surgical vacuum canisters, fluid
    filtration components and components for diagnostic devices.
    Porex also manufactures components for diagnostic devices sold
    over the counter for home use. Porex also makes porous plastic
    components that are used as barrier materials for several
    laboratory products, including pipette tip filters. Porex also
    manufactures blood serum filters as a finished medical device
    for use in laboratory applications.
    Surgical Products.  Porex also uses proprietary
    porous plastic technology to produce implantable products for
    use in reconstructive and aesthetic surgery of the head and
    face. These implants are designed to integrate with the
    patients underlying bone structure. Their porous structure
    allows in-growth of the patients tissue and capillary
    blood vessels. Porexs implants are designed for use in
    areas throughout the skull and face, including cranial, ear,
    cheek, jaw, chin, nasal shape and ocular implants. Porex offers
    its implant products in standard shapes and sizes and also
    provides customized implants to fit individual patient
    specifications. Porex has also begun to manufacture and sell
    implants made from a combination of porous plastic and
    medical-grade titanium mesh. Porex also produces two product
    lines for the operating room supplies market: surgical markers
    and surgical drainage systems.
    Consumer Products.  Porexs porous
    plastics are used in a variety of office and home products.
    These products include writing instrument tips, or nibs, which
    Porex supplies to manufacturers of highlighting pens and
    childrens coloring markers. The porous nib conducts the
    ink stored in the pen barrel to the writing surface by capillary
    action. Porexs porous plastic components are also found in
    products such as air fresheners, power tool dust canisters and
    computer printers. Porex also produces a variety of porous
    plastic water filters used to improve the taste and safety of
    drinking water.
    Industrial Products.  Porex manufactures a
    variety of custom porous plastic components for industrial
    applications, designed to customer specifications as to size,
    rigidity, porosity and other needs, including automobile battery
    vents and various types of filters and filtration components.
    Filtration applications include water and wastewater, paints,
    inks, polishing slurries, catalyst recovery and metal finishing.
    Advanced filtration solutions are becoming more important to
    numerous industries as they actively seek to lower costs and
    gain efficiencies by reducing waste and conserving resources.    
    are easily moldable in various shapes;
    allow for precise control of pore size; 18




---



##### Table of Contents




    are sterilizable;
    can be designed for chemical and corrosion resistance; and
    can provide for easy cleaning and maintenance.  sub-micron ®
  Raw
    Materials
    Marketing
      COMPETITION
  Introduction
   19




---



##### Table of Contents



WebMD
  Public
    Portals
  not-for-profit
  
    general purpose consumer Web sites that offer specialized health
    sub-channels,
    including yahoo.com, msn.com and AOL.com; and
    other high traffic Web sites that include healthcare-related and
    non-healthcare-related content and services.    
    publishers and distributors of traditional offline media,
    including television and magazines targeted to consumers, as
    well as print journals and other specialized media targeted to
    healthcare professionals, many of which have established or may
    establish their own Web sites or partner with other Web sites;
    offline medical conferences, CME programs and symposia;
    vendors of
    e-detailing
    services and our clients own in-house detailing
    efforts; and
    vendors of healthcare information, products and services
    distributed through other means, including direct sales, mail
    and fax messaging.    
    the competitors for advertisers and sponsors described
    above; and
    public sector, non-profit and other Web sites that provide
    healthcare information without advertising or sponsorships from
    third parties, such as NIH.gov, CDC.gov and AHA.org.    Private
    Portals
    
    wellness and disease management vendors, including Mayo
    Foundation for Medical Education and Research, StayWell
    Productions/MediMedia USA, Inc., Healthways, Health Dialog, and
    Alere (a division of Inverness Medical Innovations);
    suppliers of online and offline electronic personal health
    records and related applications and platforms, including Medem,
    CapMed, Epic Systems, Microsoft, Google and a variety of other
    companies;
    suppliers of other online and offline health management
    applications, including HealthMedia, Health
    A-Z, which
    is owned by United Healthcare, A.D.A.M. Inc., and Consumer
    Health Interactive;
    health information services and health management offerings of
    health plans and their affiliates, including those of Humana,
    Aetna and United Healthcare; and
    other providers of health and benefits decision-support tools. 20




---



##### Table of Contents



Offline
    Publications
  WebMD
    the Magazine The WebMD Little Blue Book
  Porex
        GOVERNMENT
    REGULATION, INDUSTRY STANDARDS AND RELATED MATTERS
  Introduction
     21




---



##### Table of Contents



WebMD
  Regulation
    of Drug and Medical Device Advertising and Promotion
  direct-to-consumer over-the-counter
     22




---



##### Table of Contents



over-the-counter
  and/or and/or and/or
     23




---



##### Table of Contents



Regulation
    and Accreditation of Continuing Medical Education
    MedscapeCME www.medscapecme.com
          
    Potential New Paradigm for Commercial
    Support:  The ACCME stated that due consideration
    should be given to eliminating commercial support of CME. To
    frame the debate, the ACCME 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) 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 24




---



##### Table of Contents



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.      
    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 LLC produces to levels that are lower than in the past,
    thereby reducing revenue; and
    may require Medscape LLC to make changes to how it offers or
    provides educational programs, including CME.    HIPAA
    Privacy Standards and Security Standards
   25




---



##### Table of Contents



Other
    Restrictions Regarding Confidentiality, Privacy and Security of
    Health Information
      Consumer
    Protection Regulation
  General.
    and/or
 26




---



##### Table of Contents



Data Protection Regulation. and/or
  CAN-SPAM Act.
  Regulation of Advertisements Sent by
    Fax.
       27




---



##### Table of Contents



The WebMD Little Blue Book
  COPPA. WebMD
    Health
  Regulation of Contests and
    Sweepstakes.
  FACTA.
  Medical
    Professional Regulation
    Anti-Kickback
    Laws
  e-details.
 28




---



##### Table of Contents



Federal
    False Claims Act
  qui
    tam qui tam
  No. 06-10972WGY.
   Regulation
    of Wellness Incentive Programs
     29




---



##### Table of Contents



Bulletin No. 2007-04 2007-04) 2007-04 2007-04,
    International
    Regulation
  The WebMD Health Network non-U.S. users;
    Porex
  Regulation
    of Medical Devices
  Overview.
  Access to U.S. Market.
 30




---



##### Table of Contents




    510(k) Clearance Process.To obtain 510(k)
    clearance, Porex must submit a premarket notification
    demonstrating that the proposed device is substantially
    equivalent in intended use and in safety and effectiveness to a
    predicate device  either a previously
    510(k) cleared class I or class II device or a
    preamendment class III device for which the FDA has not
    called for PMA applications. The FDAs 510(k) clearance
    process usually takes from four to 12 months, but it can
    last longer. After a device receives 510(k) clearance, any
    modification that could significantly affect its safety or
    effectiveness, or that would constitute a major change in its
    intended use, requires a new 510(k) clearance or could even
    require a PMA approval. The FDA requires that each manufacturer
    make this determination in the first instance, but the FDA can
    review any such decision. In some cases, Porex has made
    modifications to certain of its products that we believe do not
    require new 510(k) clearance. If the FDA disagrees with our
    decisions, it can retroactively require new 510(k) clearance or
    PMA approval. The FDA also can require Porex to cease marketing
    and/or
    recall the modified device until 510(k) clearance or PMA
    approval is obtained. To the extent that FDA disagrees with any
    regulatory determinations made by Porexs customers, any
    such action by FDA against such customers could also impact
    Porexs business.
    PMA Approval Process.  If a product is not
    eligible for 510(k) clearance, the product is placed in
    class III and must follow the PMA approval process, which
    requires proof of the safety and effectiveness of the device to
    the FDAs satisfaction. A PMA approval application must
    generally provide extensive preclinical and clinical trial data
    and also information about the device and its components
    regarding, among other things, device design, manufacturing and
    labeling. As part of the PMA approval application review, the
    FDA will typically inspect the manufacturers facilities
    for compliance with the Quality System Regulation, which
    requires manufacturers to follow elaborate design, testing,
    control, documentation and other quality assurance procedures
    during the manufacturing process. The PMA approval pathway is
    costly, lengthy and uncertain. It generally takes from one to
    three years or longer. After approval of a PMA approval
    application, a new PMA approval or PMA supplement approval may
    be required in the event of a modification to the device, its
    labeling or its manufacturing process that affects the safety or
    effectiveness of the device.
    Clinical Studies.  A clinical study is
    generally required to support a PMA approval application and is
    sometimes required for a 510(k) premarket notification. For
    significant risk devices, such studies generally
    require submission of an application for an Investigational
    Device Exemption, or IDE. The IDE application must be supported
    by appropriate data, such as animal and laboratory testing
    results, showing that it is safe to test the device on humans
    and that the testing protocol is scientifically sound. The IDE
    must be approved in advance by the FDA for a specified number of
    patients. Clinical studies may begin once the IDE application is
    approved by the FDA and the appropriate institutional review
    boards at the study sites. For nonsignificant risk
    devices, one or more institutional review boards must review the
    study, but submission of an IDE application to the FDA for
    advance approval is not required. Both types of studies are
    subject to informed consent, record keeping, reporting and other
    IDE regulation requirements.  Post-market Regulation.
 31




---



##### Table of Contents



International.
  Advertising
    and Promotion of Medical Devices
      Anti-Kickback
    Laws
   32




---



##### Table of Contents



OTHER
    INFORMATION
  Employees
    Intellectual
    Property
      Porex
    Corporation v. Kleanthis Dean Haldopoulos, Benjamin T.
    Hirokawa and Micropore Plastics, Inc.
 33




---



##### Table of Contents



Seasonality
    Other
  Form 10-K,
 34




---



##### Table of Contents



Item 1A.
    Risk
    Factors      Risks
    Related to Our WebMD Operations and the Healthcare Content We
    Provide
  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
  The WebMD Health Network
  
    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.  The WebMD Health Network The WebMD Health Network
  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
    and/or
 35




---



##### Table of Contents



We
    face significant competition for our healthcare information
    products and services
    
    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 public portals also face competition from offline
    publications and information services.
    Our private portals compete with: providers of healthcare
    decision-support tools and online health management
    applications, including personal health records; wellness and
    disease management vendors; and health information services and
    health management offerings of healthcare benefits companies and
    their affiliates.
    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.    Failure
    to maintain and enhance the WebMD brand could have a
    material adverse effect on our business
    Our
    online businesses have a limited operating history
  and/or
 36




---



##### Table of Contents



Our
    failure to attract and retain qualified executives and employees
    may have a material 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
  The WebMD
    Little Blue Book, The WebMD Little Blue Book, The WebMD
    Little Blue Book
  WebMD the Magazine WebMD the Magazine
  The
    timing of our advertising and sponsorship revenue may vary
    significantly from quarter to quarter and is subject to factors
    beyond our control, including regulatory changes affecting
    advertising and promotion of drugs and medical devices and
    general economic conditions
      
    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. 37




---



##### Table of Contents



We may
    be unsuccessful in our efforts to increase advertising and
    sponsorship revenue from consumer products
    companies
    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
      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
   38




---



##### Table of Contents



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
    We may
    be subject to claims brought against us as a result of content
    we provide
      Expansion
    to markets outside the United States will subject us to
    additional risks
    
    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; 39




---



##### Table of Contents




    variability of economic and political conditions, including the
    extent of the impact of recent adverse economic conditions in
    markets outside the United States;
    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.    Risks
    Related to the Internet and Our Technological
    Infrastructure
  Any
    service interruption or failure in the systems that we use to
    provide online services could harm our business
      
    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.      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
   40




---



##### Table of Contents



If the
    systems we use to provide online portals experience security
    breaches or are otherwise perceived to be insecure, our business
    could suffer
    Our
    online services are dependent on the development and maintenance
    of the Internet infrastructure
      Third
    parties may challenge the enforceability of our online
    agreements
    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
   41




---



##### Table of Contents



We may
    not be successful in protecting our intellectual property and
    proprietary rights
    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
      Risks
    Related to the Healthcare Industry, Healthcare Regulation and
    Internet Regulation
  Developments
    in the healthcare industry could adversely affect our
    business
    
    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; 42




---



##### Table of Contents




    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.    
    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.      Government
    regulation of healthcare creates risks and challenges with
    respect to our compliance efforts and our business
    strategies
    
    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 and Drug
    Administration (FDA) or the Federal Trade Commission (FTC) finds
    that any information on The WebMD Health Networkor in
    WebMD the Magazineviolates 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. In
    addition, recent private industry initiatives have resulted in
    voluntary restrictions, which advertisers and sponsors have
    agreed to follow. 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 43




---



##### Table of Contents



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.  Government
    regulation of the Internet could adversely affect our
    business
      We
    face potential liability related to the privacy and security of
    personal health information we collect from or on behalf of
    users of our services
   44




---



##### Table of Contents



Failure
    to maintain CME accreditation could adversely affect Medscape,
    LLCs ability to provide online CME offerings
        
    Potential New Paradigm for Commercial
    Support:  The ACCME stated that due consideration
    should be given to eliminating commercial support of CME. To
    frame the debate, the ACCME 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) 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) accredipted providers must not receive
    communications from commercial interests announcing or
    prescribing any specific content that would be a preferred, or 45




---



##### Table of Contents



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.      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, LLC offers
    CME
  and/or
    
    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, LLC produces to levels that are lower than in the
    past, thereby reducing revenue; and
    may require Medscape, LLC to make changes to how it offers or
    provides educational programs, including CME.     46




---



##### Table of Contents



Risks
    Related to Porex
  Porexs
    success depends upon demand for its products, which in some
    cases ultimately depends upon end-user demand for the products
    of Porexs customers
    Porex
    faces significant competition for its products
    Porexs
    product offerings must meet changing customer
    requirements
    
    develop new uses of existing porous plastics technologies and
    applications;
    innovate and develop new porous plastics technologies and
    applications;
    commercialize those technologies and applications;
    manufacture at a cost that allows it to price its products
    competitively;
    manufacture and deliver its products in sufficient volumes and
    on time;
    accurately anticipate customer needs; and
    differentiate its offerings from those of its competitors.   47




---



##### Table of Contents



Potential
    new or enhanced Porex products may not achieve sufficient sales
    to be profitable or justify the cost of their
    development
    Porex
    may not be able to source the raw materials it needs or may have
    to pay more for those raw materials
      Disruptions
    in Porexs manufacturing operations could have a material
    adverse effect on its business and financial
    results
    Porex
    may not be able to keep third parties from using technology it
    has developed
    The
    nature of Porexs products exposes it to product liability
    claims that may not be adequately covered by indemnity
    agreements or insurance
   48




---



##### Table of Contents



and/or
    Porexs
    manufacturing and marketing of medical devices is subject to
    extensive regulation by the FDA and its failure to meet
    regulatory requirements could require it to pay fines, incur
    other costs or close facilities
    Some
    of the companies to which Porex supplies its products are
    subject to extensive regulation by the FDA and their failure to
    meet regulatory requirements could adversely affect Porexs
    business
  and/or
 49




---



##### Table of Contents



Economic,
    political and other risks associated with Porexs
    international sales and geographically diverse operations could
    adversely affect Porexs operations and financial
    results
    
    changes in foreign currency exchange rates;
    changes in a specific countrys or regions political
    or economic conditions, particularly in emerging markets;
    trade protection measures and import or export licensing
    requirements;
    changes in tax laws;
    differing protection of intellectual property rights in
    different countries; and
    changes in regulatory requirements.  Environmental
    regulation could adversely affect Porexs
    business
      Risks
    Applicable to Our Entire Company and to Ownership of Our
    Securities
  Negative
    conditions in the market for certain auction rate securities may
    result in us incurring a loss on such investments
     50




---



##### Table of Contents



The
    ongoing investigations by the United States Attorney for the
    District of South Carolina and the SEC could negatively impact
    our company and divert management attention from our business
    operations
      If
    certain transactions occur with respect to our capital stock,
    limitations may be imposed on our ability to utilize our net
    operating loss carryforwards and tax credits to reduce our
    income taxes
    We may
    not be successful in protecting our intellectual property and
    proprietary rights
   51




---



##### Table of Contents



Third
    parties may claim that we are infringing their intellectual
    property, and we could suffer significant litigation or
    licensing expenses or be prevented from selling products or
    services
    Acquisitions,
    business combinations and other transactions may be difficult to
    complete and, if completed, may have negative consequences for
    our business and our securityholders
      
    cash and cash equivalents on hand and marketable securities;
    proceeds from the incurrence of indebtedness by HLTH or its
    subsidiaries; and
    proceeds from the issuance of additional common stock, preferred
    stock, convertible debt or other securities of HLTH or its
    subsidiaries.    
    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.   52




---



##### Table of Contents



Our
    business will suffer if we fail to successfully integrate
    acquired businesses and technologies or to assess the risks in
    particular transactions
    
    our ability to maintain relationships with the customers of the
    acquired business;
    our ability to cross-sell products and services to customers
    with which we have established relationships and those with
    which the acquired businesses have established relationships;
    our ability to retain or replace key personnel;
    potential conflicts in payer, provider, strategic partner,
    sponsor or advertising relationships;
    our ability to coordinate organizations that are geographically
    diverse and may have different business cultures; and
    compliance with regulatory requirements.      We
    will incur significant additional non-cash interest expense upon
    the adoption of FASB Staff Position No. APB
    14-1,
    Accounting for Convertible Debt Instruments that May be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement)
  14-1, 14-1 14-1 14-1
  We may
    not be able to raise additional funds when needed for our
    business or to exploit opportunities
   53




---



##### Table of Contents



1 8
    Our
    decision to sell Porex may have a negative impact on that
    business
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties          Item 3.
    Legal
    Proceedings   54




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    
    Proposal 1  To elect as Class I directors
    to serve three year terms ending in 2011  Neil F. Dimick

 votes FOR


73,475,897 votes withheld


4,646,101Joseph E. Smith

 votes FOR


74,001,937 votes withheld


4,120,071   
    Proposal 2  To ratify the appointment of
    Ernst & Young LLP as the independent registered public
    accounting firm to serve as our independent auditor for the
    fiscal year ending December 31, 2008:  Votes FOR:


74,497,357Votes AGAINST:


1,863,386Abstentions:


1,761,250Broker non-votes:


0        55




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      High


Low2007First quarter

$
16.23


$
12.28Second quarter


16.56



13.72Third quarter


15.25



12.56Fourth quarter


16.39



12.932008First quarter

$
13.56


$
9.52Second quarter


12.62



9.52Third quarter


12.70



10.73Fourth quarter


11.36



6.80     
    quarter-to-quarter variations in operating results;
    operating results being different from analysts estimates
    or opinions;
    changes in analysts earnings estimates;
    changes in financial guidance or other forward-looking
    information;
    announcements of new products, services or pricing policies by
    us or our competitors;
    announcements of acquisitions or strategic partnerships by us or
    our competitors;
    developments in existing customer or strategic relationships;
    actual or perceived changes in our business strategy;
    developments in new or pending litigation and claims;
    sales of large amounts of our Common Stock;
    changes in general business or regulatory conditions affecting
    the healthcare, information technology, Internet or plastic
    industries;
    changes in general economic conditions; and
    fluctuations in the securities markets in general.   56




---



##### Table of Contents



Holders
    Dividends
    Repurchases
    of Equity Securities During the Fourth Quarter of 2008
    Issuer
    Purchases of Equity Securities
  Maximum Number(or ApproximateTotal Number of


Dollar Value) ofShares Purchased as


Shares that May YetTotal Number of





Part of Publicly


Be Purchased UnderShares


Average Price


Announced Plans or


the Plans orPeriod

Purchased(1)(2)


Paid per Share


Programs(2)


Programs(2)(3)10/01/08 - 10/31/08


24,881


$
11.08






$
745,553,12011/01/08 - 11/30/08


46,376


$
8.32






$
778,112,43412/01/08 - 12/31/08


83,699,922


$
8.80



83,699,922


$
41,553,120Total


83,771,179


$
8.80



83,699,922     (1)
    
    Except for shares purchased pursuant to the tender offer
    described in footnote 2 to this table, the amounts in this
    column represent shares withheld from HLTH Restricted Stock that
    vested during the respective periods in order to satisfy
    withholding tax requirements related to the vesting of the
    awards. The value of these shares was determined based on the
    closing price of HLTH Common Stock on the date of vesting.(2)
    
    HLTH purchased 83,699,922 shares of HLTH Common Stock at
    $8.80 per share pursuant to a tender offer announced in October
    2008 and completed in December 2008. For additional information,
    see Note 17 to the Consolidated Financial Statements
    included in this Annual Report.(3)
    
    $41,553,120 relates to the repurchase program that we announced
    in December 2006, at which time HLTH was authorized to use up to
    $100 million to purchase shares of its common stock from
    time to time. For additional information, see Note 17 to
    the Consolidated Financial Statements included in this Annual
    Report. The remainder relates to authorization to purchase, at
    $8.80 per share, 80,000,000 shares of HLTH Common Stock at
    $8.80 per share pursuant to the tender offer referred to above
    in footnote 2 to this table, for a total purchase price of
    $704,000,000. That amount was later increased to
    83,699,922 shares of HLTH Common Stock, for a total
    purchase price of $736,559,314. 57




---



##### Table of Contents



Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    HLTH Corporation, The NASDAQ Composite Index
    And The RDG Internet Composite Index
  
  12/31/03
 58




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended December 31,2008(1)(2)


2007


2006(3)(4)(5)


2005


2004(In thousands, except per share data)Consolidated Statements of Operations Data:Revenue

$
382,697


$
331,693


$
908,927


$
852,010


$
811,267Costs and expenses:Cost of operations


138,363



117,281



545,706



528,004



512,679Sales and marketing


108,316



93,645



119,103



104,669



114,216General and administrative


89,503



104,321



132,334



118,202



106,703Depreciation and amortization


28,780



28,256



44,558



43,548



39,134Interest income


35,300



42,035



32,339



21,527



18,708Interest expense


18,513



18,593



18,794



16,321



19,249Gain on sale of EBS Master LLC


538,024















Impairment of auction rate securities


60,108















Restructuring


7,416















Gain on 2006 EBS Sale






399



352,297







Other (expense) income, net


(5,949
)


3,406



(4,252
)


(27,965
)


(13,308
)Income from continuing operations before income tax provision
    (benefit)


499,073



15,437



428,816



34,828



24,686Income tax provision (benefit)


30,251



(8,741
)


50,389



(2,170
)


4,272Minority interest in WHC income


1,032



10,667



405



775



Equity in earnings of EBS Master LLC


4,007



28,566



763







Income from continuing operations


471,797



42,077



378,785



36,223



20,414Income (loss) from discontinued operations, net of tax


93,492



(22,198
)


393,132



32,588



16,197Net income

$
565,289


$
19,879


$
771,917


$
68,811


$
36,611Basic income (loss) per common share:Income from continuing operations

$
2.70


$
0.24


$
1.36


$
0.11


$
0.06Income (loss) from discontinued operations


0.53



(0.13
)


1.41



0.09



0.05Net income

$
3.23


$
0.11


$
2.77


$
0.20


$
0.11Diluted income (loss) per common share:Income from continuing operations

$
2.19


$
0.21


$
1.20


$
0.10


$
0.06Income (loss) from discontinued operations


0.43



(0.12
)


1.18



0.10



0.05Net income

$
2.62


$
0.09


$
2.38


$
0.20


$
0.11Weighted-average shares outstanding used in computing net income
    (loss) per common share:Basic


174,928



179,330



279,234



341,747



320,080Diluted


220,127



188,763



331,642



352,852



333,343   59




---



##### Table of Contents



As of December 31,2008(2)


2007(1)


2006(3)(4)


2005


2004(In thousands)Consolidated Balance Sheets Data:Cash and cash equivalents, and investments

$
918,268


$
830,120


$
651,464


$
427,433


$
617,493Working capital (excluding assets and liabilities of
    discontinued operations)


629,973



860,133



618,126



398,751



44,607Total assets


1,499,028



1,651,397



1,470,366



2,214,879



2,309,012Convertible notes


650,000



650,000



650,000



650,000



649,999Minority interest in WHC


134,223



131,353



101,860



43,096



Convertible redeemable exchangeable preferred stock










98,768



98,533



98,299Stockholders equity


458,732



599,777



372,527



1,061,233



1,214,876     (1)
    
    On July 22, 2008, we completed
    the sale of our ViPS segment. Accordingly, the selected
    consolidated financial data has been reclassified to reflect the
    historical results of this segment as discontinued operations
    for this and all prior periods presented.(2)
    
    On February 21, 2008, we
    announced our intention to divest our Porex segment.
    Accordingly, the selected consolidated financial data has been
    reclassified to reflect the historical results of this segment
    as discontinued operations for this and all prior periods
    presented.(3)
    
    For the year ended
    December 31, 2006, the consolidated financial position and
    results of operations reflect the sale of a 52% interest in our
    Emdeon Business Services segment (which we refer to as EBS), as
    of November 16, 2006. Accordingly, the consolidated balance
    sheet as of December 31, 2006 excludes the assets and
    liabilities of EBS and includes an investment in EBS Master LLC
    accounted for under the equity method of accounting related to
    our 48% ownership, and the consolidated statement of operations
    for the year ended December 31, 2006 includes the
    operations of EBS for the period January 1, 2006 through
    November 16, 2006 and our 48% equity in earnings of EBS
    Master LLC from November 17, 2006 through December 31,
    2006.(4)
    
    On September 14, 2006, we
    completed the sale of the Emdeon Practice Services segment.
    Accordingly, this selected consolidated financial data has been
    reclassified to reflect the historical results of the Emdeon
    Practice Services segment as a discontinued operation for this
    and all prior periods presented.(5)
    
    On January 1, 2006, we adopted
    Statement of Financial Accounting Standards No. 123
    (Revised 2004): Share Based Payment that resulted in
    additional non-cash stock-based compensation expense beginning
    in 2006 and subsequent periods. See Results of Operations
    included in the Managements Discussion and Analysis of
    Financial Condition and Results of Operations which is included
    elsewhere in this Annual Report. 60




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  page F-l,
  
    Introduction.  This section provides a general
    description of our company and operating segments, background
    information on certain trends and developments affecting our
    company, a summary of our acquisition and disposition
    transactions during the period from 2006 through 2008 and a
    discussion of how seasonal factors may impact the timing of our
    revenue.
    Critical Accounting Estimates and
    Policies.  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 or
    complex judgments in making estimates and assumptions. In
    addition, all of our significant accounting policies, including
    our critical accounting policies, are summarized in Note 2
    to the Consolidated Financial Statements included in this Annual
    Report.
    Results of Operations and Results of Operations by Operating
    Segment.These sections provide our analysis and outlook for
    the significant line items on our consolidated 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 and
    discussions of our contractual obligations and commitments, as
    well as our outlook on our available liquidity as of
    December 31, 2008.
    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.  Introduction
  Our
    Company
     61




---



##### Table of Contents




    Emdeon Practice Services.  We completed the
    sale of our Emdeon Practice Services segment (which we refer to
    as EPS) to Sage Software, Inc. (which we refer to as Sage
    Software) on September 14, 2006. In this MD&A, we
    refer to this transaction as the EPS Sale. Through EPS, we
    provided practice management and electronic health records
    software solutions used by medical practices and related
    services. The historical results of EPS, including the gain
    related to the sale have been reclassified as discontinued
    operations in our financial statements and our discussions in
    this MD&A reflect EPS as discontinued operations.
    Discontinued operations for periods after the sale includes
    post-sale activities related to EPS, including litigation costs
    that were indemnified as part of the EPS Sale, as more fully
    described under  Background Information on
    Certain Trends and Developments  Indemnification
    Obligations to Former Officers and Directors of EPS.
    52% Interest in Emdeon Business Services.  On
    November 16, 2006, we completed the sale of a 52% interest
    in the business that constituted our Emdeon Business Services
    segment, excluding its ViPS business unit (which we refer to as
    EBS) to an affiliate of General Atlantic LLC (which we refer to
    as GA). In this MD&A, we refer to this transaction as the
    2006 EBS Sale. From the closing of the 2006 EBS Sale to the
    closing of the 2008 EBSCo Sale (described below) on
    February 8, 2008, we owned 48% of EBS Master LLC (which we
    refer to as EBSCo), the entity that acquired EBS in the 2006 EBS
    Sale and we accounted for that 48% ownership interest as an
    equity investment in our consolidated financial statements. In
    this MD&A, we use the names Emdeon Business Services and
    EBS to refer to the business owned by EBSCo and, with respect to
    periods prior to the consummation of the 2006 EBS Sale, to the
    reporting segment of our company. A description of EBS is
    included under  Segments  Emdeon
    Business Services below.
    Remaining 48% Interest in EBS.  On
    February 8, 2008, we completed the sale of our 48% minority
    ownership interest in EBSCo (which we refer to as the 2008 EBSCo
    Sale) to an affiliate of GA and affiliates of
    Hellman & Friedman, LLC.
    ViPS.  On February 21, 2008, we announced
    our intention to divest our ViPS segment. On July 22, 2008,
    we completed the sale of our ViPS segment to an affiliate of
    General Dynamics Corporation. In this MD&A, we refer to
    this transaction as the ViPS Sale. The historical results of
    ViPS, including the gain related to the sale, have been
    reclassified as discontinued operations in our financial
    statements and our discussions in this MD&A reflect ViPS as
    discontinued operations. Through ViPS, we provided healthcare
    data management, analytics, decision-support and process
    automation solutions and related information technology services
    to governmental, Blue Cross Blue Shield and commercial
    healthcare payers.     62




---



##### Table of Contents



Segments
    
    WebMD Online Services.  This segment owns and
    operates both public and private online portals. The 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. The public portals generate revenue
    primarily through the sale of advertising and sponsorship
    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 the 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 through the
    fees charged for our coaching services. We also distribute
    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.
    WebMD Publishing and Other Services.  This
    segment provides offline products and services, including:
    WebMD the Magazine, a consumer-targeted publication that
    WebMD distributes free of charge to physician office waiting
    rooms; and The Little Blue Book,a physician directory.
    We generate revenue from sales of advertisements in WebMD the
    Magazine, sales of The Little Blue Book directories
    and advertisements in those directories. We also conducted
    in-person medical education from December 2005 until
    December 31, 2006, the date at which we no longer provided
    this service. The WebMD Publishing and Other Services segment
    complements the WebMD Online Services segment and extends the
    reach of the WebMD brand and its influence among health-involved
    consumers and clinically-active physicians.
    Corporate.  Corporate includes personnel costs
    and other expenses related to functions that are not directly
    managed by one of our segments, or by the Porex business which
    is reflected within discontinued operations in our financial
    statements. The personnel costs include executive personnel,
    legal, accounting, tax, internal audit, risk management, human
    resources and certain information technology functions. Other
    corporate costs and expenses include professional fees including
    legal and audit services, insurance, costs of leased property
    and facilities, telecommunication costs and software maintenance
    expenses. Corporate expenses are net of $3,410, $3,340 and
    $3,190 in 2008, 2007 and 2006, respectively, which are costs
    allocated to WebMD for services provided by the Corporate
    segment. In connection with the 2006 EBS Sale, the EPS Sale and
    the ViPS Sale, we entered into transition services agreements
    whereby we provided EBSCo, Sage Software and ViPS certain
    administrative services, including payroll, accounting,
    purchasing and procurement, tax, and human resource services, as
    well as information technology support. Additionally, EBSCo
    provided us certain administrative services, including
    telecommunication infrastructure and management services, data
    center support and purchasing and procurement services. Some of
    the services provided by EBSCo to HLTH were, in turn, used to
    fulfill HLTHs obligations to provide transition services
    to Sage Software. These services were provided through the
    Corporate segment, and the related transition services fees 63




---



##### Table of Contents



we charged to EBSCo, Sage Software and ViPS, net of the fee we
    paid to EBSCo, are also included in the Corporate segment, which
    were intended to approximate the cost of providing these
    services. The transition services agreement with Sage Software
    was terminated on December 31, 2007 and, therefore, net
    transition services fees are for services related to EBSCo and
    ViPS in 2008.  
    Emdeon Business Services.  Through EBS, we
    provided solutions that automate key business and administrative
    functions for healthcare payers and providers, including
    electronic patient eligibility and benefit verification;
    electronic and paper claims processing; electronic and paper
    paid-claims communication services; and patient billing, payment
    and communications services. In addition, through EBS, we
    provided clinical communications services that improve the
    delivery of healthcare by enabling physicians to manage
    laboratory orders and results, hospital reports and electronic
    prescriptions. From November 17, 2006, the date of the 2006
    EBS Sale, to February 8, 2008, the date of the 2008 EBSCo
    Sale, the results of EBS were reflected as an equity investment
    in our operating results.  Background
    Information on Certain Trends and Developments
  Trends Influencing the Use of Our
    Services.
  
    Use of the Internet by Consumer 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 industry and has
    transformed how consumers and physicians find and utilize
    healthcare information.  
    Healthcare consumers increasingly seek to educate themselves
    online about their healthcare related issues, motivated in part
    by the continued availability of new treatment options and in
    part by the larger share of healthcare costs they are being
    asked to bear due to changes in the benefit designs being
    offered by health plans and employers. The Internet has
    fundamentally changed the way consumers obtain health and
    wellness information, enabling them to have immediate access to
    searchable information and dynamic interactive content to check
    symptoms, assess risks, understand diseases, find providers and
    evaluate treatment options. The Internet is consumers
    fastest growing health information resource, according to a
    national study released in August 2008 by the Center for
    Studying Health System Change. Researchers found that
    32 percent of American consumers (approximately
    70 million adults) conducted online health searches in
    2007, compared with 16 percent in 2001. More than half of
    those surveyed said the information changed their overall
    approach to maintaining their health. Four in five said the
    information helped them better understand how to treat an
    illness or condition.
    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 the advertisers
    and sponsors of our public portals, 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 64




---



##### Table of Contents



which are not in our control, and some of which may be difficult
    to forecast accurately, including general economic conditions
    and 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.
    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 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 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 also expect
    that, for clients and potential clients in the industries most
    seriously affected by recent adverse changes in general economic
    conditions (including those in the financial services industry),
    we may experience some reductions in initial contracts, contract
    expansions and contract renewals for our private portal
    services, as well as reductions in the size of existing
    contracts.    Termination of Proposed Merger with
    WHC.
 65




---



##### Table of Contents



2008 Tender Offer.
  2006 Tender Offer.
  Impairment of Auction Rate Securities; Non-Recourse Credit
    Facilities.
 66




---



##### Table of Contents



Directors & Officers Liability Insurance
    Coverage Litigation. and/or
   67




---



##### Table of Contents



68




---



##### Table of Contents



Indemnification Obligations to Former Officers and
    Directors of EPS.
  Acquisitions
    and Dispositions
  Investment.
  Acquisitions.
  
    On December 15, 2006, WHC acquired, a privately held
    provider of healthcare decision-support applications to large
    employers, health plans and financial institutions, from
    Subimos security holders (referred to below as the Subimo
    Sellers). The initial purchase consideration for Subimo was
    valued at approximately $59,320, comprised of $32,820 in cash,
    net of cash acquired, $26,000 of WHC Class A Common Stock
    and $500 of acquisition costs. Pursuant to the terms of the
    purchase agreement for Subimo, as amended (referred to below as
    the Subimo Purchase Agreement), we deferred the issuance of
    640,930 shares of WHC Class A Common Stock included in
    the purchase consideration (which we refer to as the Deferred
    Shares) to December 3, 2008. The Deferred Shares were
    repurchased from the Subimo Sellers immediately following their
    issuance at a purchase price of $20.00 per share, the closing
    market price of WHC Class A Common Stock on The Nasdaq
    Global Select Market on December 3, 2008. Since the
    Deferred Shares had a market value that was less than $24.34 per
    share when issued, WHC was required, under the Subimo Purchase
    Agreement, to pay additional cash consideration to the Subimo
    Sellers at the time of the issuance of the Deferred Shares in an
    amount equal to the aggregate shortfall, which was $2,782. The
    results of operations of Subimo have been included in our
    financial statements from December 15, 2006, the closing
    date of the acquisition, and are included in the WebMD Online
    Services segment. 69




---



##### Table of Contents




    On September 11, 2006, WHC acquired the interactive medical
    education, promotion and physician recruitment businesses of
    Medsite. The total purchase consideration for Medsite was
    approximately $31,467, comprised of $30,682 in cash, net of cash
    acquired, and $785 of acquisition costs. The results of
    operations of Medsite have been included in our financial
    statements from September 11, 2006, the closing date of the
    acquisition, and are included in the WebMD Online Services
    segment.
    On June 13, 2006, WHC acquired Summex, a provider of health
    and wellness programs that include online and offline health
    risk assessments, lifestyle education and personalized
    telephonic health coaching. The total purchase consideration for
    Summex was approximately $30,043, comprised of $29,543 in cash,
    net of cash acquired, and $500 of acquisition costs. The results
    of operations of Summex have been included in our financial
    statements from June 13, 2006, the closing date of the
    acquisition, and are included in the WebMD Online Services
    segment.
    On January 17, 2006, WHC acquired eMedicine, a privately
    held online publisher of medical reference information for
    physicians and other healthcare professionals. The total
    purchase consideration for eMedicine was approximately $25,195,
    comprised of $24,495 in cash, net of cash acquired, and $700 of
    acquisition costs. The results of operations of eMedicine have
    been included in our financial statements from January 17,
    2006, the closing date of the acquisition, and are included in
    the WebMD Online Services segment.    Dispositions.
  
    EPS Sale.  On September 14, 2006, we
    completed the sale of EPS to Sage Software. We received cash
    proceeds of $556,324 (including amounts released from escrow in
    2008 and 2007), net of professional fees and other expenses
    associated with the EPS Sale. In connection with the EPS Sale,
    we recognized a gain of $353,158, net of tax of $33,037, which
    is included in income from discontinued operations in our
    operating results during 2006. In connection with the EPS Sale,
    we entered into a transition services agreement with EPS whereby
    we provided EPS with certain administrative services, including
    payroll, accounting, purchasing and procurement, tax and human
    resource services, as well as IT support. The transition
    services agreement terminated on December 31, 2007 and the
    fees charged to EPS during 2007 and the period from
    September 15, 2006 to December 31, 2006 was $3,894 and
    $2,099, respectively.
    2006 EBS Sale.  On November 16, 2006, we
    completed the sale of a 52% interest in EBS to an affiliate of
    GA. The 2006 EBS Sale was structured so that HLTH and GA each
    own interests in EBSCo, a limited liability company owning the
    entities comprising EBS. We received gross cash proceeds of
    approximately $1,209,000 at closing, and received $11,099
    subsequent to December 31, 2006 in connection with a
    working capital adjustment. In connection with the 2006 EBS
    Sale, we recognized a gain of $352,297, which considers
    approximately $16,103 of professional fees and other expenses
    associated with the 2006 EBS Sale. During 2007, we recognized a
    gain of $399 which relates to the finalization of the working
    capital adjustment. In connection with the 2006 EBS Sale, we
    entered into a transition services agreement whereby we provided
    EBSCo with certain administrative services, including payroll,
    accounting, tax, treasury, contract and litigation support, real
    estate vendor management and human resource services, as well as
    IT support. Additionally, EBSCo provided certain administrative
    services to us, including telecommunication infrastructure and
    management services, data center support, purchasing and
    procurement and certain other services. Some of the services
    provided by EBSCo to HLTH were, in turn, used to fulfill
    HLTHs obligation to provide transition services to 70




---



##### Table of Contents



EPS. The fees charged to EBSCo were $162, $3,009 and $610 during
    2008, 2007 and 2006 is net of the amount charged to our company
    of $109, $1,070 and $185, respectively.  
    Sale of ACP Medicine and ACS Surgery.  As of
    December 31, 2007, through WHC, we entered into an Asset
    Sale Agreement and completed the sale of certain assets and
    certain liabilities of WebMDs medical reference
    publications business, including the publications ACP
    Medicineand ACS Surgery: Principles and Practice.
    The assets and liabilities sold are referred to below as the
    ACS/ACP Business. ACP Medicineand ACS Surgeryare
    official publications of the American College of Physicians and
    the American College of Surgeons, respectively. We will receive
    net cash proceeds of $2,575, consisting of $1,925 received
    during 2008 and the remaining $650 to be received during 2009.
    We incurred approximately $750 of professional fees and other
    expenses associated with the sale of the ACS/ACP Business. In
    connection with the sale, we recognized a pre-tax loss of $234
    and a pre-tax gain of $3,394 in 2008 and 2007. The decision to
    divest the ACS/ACP Business was made because management
    determined that it was not a good fit with WebMDs core
    business.
    2008 EBSCo Sale.  On February 8, 2008, we
    entered into a Securities Purchase Agreement and simultaneously
    completed the sale of our 48% minority ownership interest in
    EBSCo for $574,617 in cash, net of professional fees and other
    expenses, to an affiliate of GA and affiliates of
    Hellman & Friedman, LLC. In connection with the 2008
    EBSCo Sale, we recognized a pre-tax gain of $538,024.
    ViPS Sale.  On July 22, 2008, we completed
    the sale of our ViPS segment to an affiliate of General Dynamics
    Corporation. We received cash proceeds of $223,175, net of the
    working capital adjustment, professional fees and other expenses
    associated with the ViPS Sale. During 2008, we incurred
    approximately $1,472 of professional and other expenses and
    recognized a pre-tax gain of $96,969. In connection with the
    ViPS Sale, we entered into a transition services agreement with
    ViPS whereby we will provide ViPS with certain administrative
    services. The fee charged to ViPS for the year ended
    December 31, 2008 was $282.  Seasonality
    Critical
    Accounting Estimates and Policies
  Critical
    Accounting Estimates
   71




---



##### Table of Contents



Critical
    Accounting Policies
    
    Revenue.Our revenue recognition policies are
    as follows:  WebMD Segments.
  Emdeon Business Services.
  
    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 the intangible assets using accepted valuation
    techniques, such as discounted cash flow and replacement cost
    models. Our long-lived assets, excluding goodwill and indefinite
    lived intangible assets, are amortized over their estimated
    useful lives, which we determine 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 and indefinite lived intangible assets, whenever
    indicators of impairment are present. We evaluate the carrying
    value of goodwill and indefinite lived intangible assets
    annually, or whenever indicators of impairment are present. We
    use a discounted cash flow approach to determine the fair value
    of goodwill and indefinite lived intangible assets. Long-lived
    assets held for sale are reported at the lower of cost or fair
    value less cost to sell. 72




---



##### Table of Contents



There was no impairment of goodwill or indefinite lived
    intangible assets noted as a result of our impairment testing in
    2008.  
    Fair Value of Investments.We hold investments
    in ARS which are backed by student loans, which are 97%
    guaranteed under the Federal Family Education Loan Program
    (FFELP), and which had credit ratings of AAA or Aaa when
    purchased. Historically, the fair value of our ARS investments
    approximated face value due to the frequent auction periods,
    generally every 7 to 28 days, which provided liquidity to
    these investments. However, since February 2008, all auctions
    involving these securities have failed. As a secondary market
    has yet to develop, these investments have been reclassified to
    long-term investments as of December 31, 2008. 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 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 face
    value due to the lack of liquidity and accordingly, we recorded
    an other-than-temporary impairment as of March 31, 2008.As of and subsequent to March 31, 2008, we estimated the
    fair value of our ARS holdings using an income approach
    valuation technique. Using this approach, expected future cash
    flows are calculated over the expected life of each security and
    are 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 13 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.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 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
    deteriorate further.
    Sale of Subsidiary Stock.Our WHC subsidiary
    issues its Class A Common Stock in various transactions,
    which results in a dilution of our percentage ownership in WHC.
    We account for the sale of WHC Class A Common Stock in
    accordance with the SECs Staff Accounting
    Bulletin No. 51, Accounting for Sales of Stock by a
    Subsidiary. The difference between the carrying amount of
    our investment in WHC before and after the issuance of WHC
    Class A Common Stock is considered either a gain or loss
    and is reflected as a component of our stockholders
    equity. During 2008 and 2007, WHC issued Class A Common
    Stock for the following transactions, which resulted in our
    ownership in WHC decreased to 83.6% as of December 31, 2008
    from 84.1% as of December 31, 2007:  
    Compensation Related.  During 2008, 2007 and
    2006, WHC stock options were exercised and restricted stock
    awards were released in accordance with WHCs 2005
    Long-Term Incentive Plan and WHC issued WHC Class A Common
    Stock to its Board of Directors as payment for their services.
    The issuance of these shares resulted in an aggregate gains of
    $4,057, $14,492 and $5,152 in 2008, 2007 and 2006.
    Acquisition of Subimo.  During 2006, we
    recorded a SAB 51 gain of $11,627, in connection with the
    committed future issuance of 394,422 shares of WHC
    Class A Common Stock in connection with the acquisition of
    Subimo. In December 2008, WHC issued an additional
    246,508 shares of 73




---



##### Table of Contents



WHC Class A Common Stock to the Subimo shareholders. We did
    not recognize a SAB 51 gain related to the issuance of
    these shares, as they were subsequently repurchased in a related
    transaction.  
    Stock-Based Compensation.On January 1,
    2006, we adopted 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 Accounting Principles Board
    (which we refer to as APB) Opinion No. 25, Accounting
    for Stock Issued to Employees (which we refer to as 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 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. We elected to use the
    modified prospective transition method. Under the modified
    prospective transition 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
    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. As of
    December 31, 2008, approximately $20,923 and $77,543 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
    2.3 years and 3.5 years, related to the HLTH and WHC
    stock-based compensation plans, respectively.
    Deferred Taxes.Our deferred tax assets are
    comprised primarily of net operating loss carryforwards. These
    net operating loss carryforwards may be used to offset taxable
    income in future periods, reducing the amount of taxes we might
    otherwise be required to pay. A significant portion of our
    deferred tax assets 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 remaining valuation allowance will be
    reversed, and our effective tax rate may be reduced by such
    reversal.
    Tax Contingencies.Our tax contingencies are
    recorded to address potential exposures involving tax positions
    we have taken that could be challenged by tax authorities. These
    potential exposures result from applications of various
    statutes, rules, regulations and interpretations. Our estimates
    of tax contingencies reflect assumptions and judgments about
    potential actions by taxing jurisdictions. We believe that these
    assumptions and judgments are reasonable; however, our accruals
    may change in the future due to new developments in each matter
    and the ultimate resolution of these matters may be greater or
    less than the amount that we have accrued. Consistent with our
    historical financial reporting, we have elected to reflect
    interest and penalties related to uncertain tax positions as
    part of the income tax provision. 74




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2008


2007


2006$


%


$


%


$


%Revenue

$
382,697



100.0


$
331,693



100.0


$
908,927



100.0Costs and expenses:Cost of operations


138,363



36.2



117,281



35.3



545,706



60.0Sales and marketing


108,316



28.3



93,645



28.2



119,103



13.1General and administrative


89,503



23.4



104,321



31.5



132,334



14.6Depreciation and amortization


28,780



7.5



28,256



8.5



44,558



4.9Interest income


35,300



9.2



42,035



12.7



32,339



3.6Interest expense


18,513



4.8



18,593



5.6



18,794



2.1Gain on sale of EBS Master LLC


538,024



140.6















Impairment of auction rate securities


60,108



15.7















Restructuring


7,416



1.9















Gain on 2006 EBS Sale










399



0.1



352,297



38.8Other (expense) income, net


(5,949
)


(1.6
)


3,406



1.0



(4,252
)


(0.5
)Income from continuing operations before income tax provision
    (benefit)


499,073



130.4



15,437



4.7



428,816



47.2Income tax provision (benefit)


30,251



7.8



(8,741
)


(2.6
)


50,389



5.6Minority interest in WHC


1,032



0.3



10,667



3.2



405



0.0Equity in earnings of EBS Master LLC


4,007



1.0



28,566



8.6



763



0.1Income from continuing operations


471,797



123.3



42,077



12.7



378,785



41.7Income (loss) from discontinued operations, net of tax


93,492



24.4



(22,198
)


(6.7
)


393,132



43.2Net income

$
565,289



147.7


$
19,879



6.0


$
771,917



84.9   e-detailing WebMD the
    Magazine,
 75




---



##### Table of Contents



print-and-mail
        
    Non-cash advertising expense.  Expense related
    to the use of WebMDs prepaid advertising inventory that
    WHC received from News Corporation in exchange for equity
    instruments we issued in connection with an agreement we entered
    into with News Corporation in 1999 and subsequently amended in
    2000. This non-cash advertising expense is included in sales and
    marketing expense as WebMD uses the asset for promotion of
    WebMDs brand.
    Non-cash stock-based compensation
    expense.  Expense related to the awards of all
    share-based payments to employees and non-employee directors,
    including grants of employee stock options. Non-cash stock-based
    compensation expense is reflected in the same expense captions
    as the related salary cost of the respective employee.    Years Ended December 31,2008


2007


2006Advertising expense included in:Sales and marketing

$
5,097


$
5,264


$
7,414Stock-based compensation expense included in:Cost of operations

$
3,843


$
5,063


$
11,541Sales and marketing


3,631



5,056



7,461General and administrative


17,316



22,533



23,143Total

$
24,790


$
32,652


$
42,145  76




---



##### Table of Contents



Modification
    to the Classification of Results
      2008
    and 2007
    Revenue
    Costs and
    Expenses
  Cost of Operations.
   77




---



##### Table of Contents



The
    Little Blue Book
  Sales and Marketing.
    General and Administrative.
    Depreciation and Amortization.
  Interest Income.
  Interest Expense. 1 8 1 8
  Gain on Sale of EBS Master LLC.
 78




---



##### Table of Contents



Impairment of Auction Rate
    Securities.
  Restructuring.
  Other (Expense) Income, Net.
  Income Tax Provision (Benefit).
  Minority Interest in WHC.
  Income (Loss) from Discontinued Operations, Net of
    Tax.
  2007
    and 2006
   79




---



##### Table of Contents



Revenue
    Costs and
    Expenses
  Cost of Operations.
    Sales and Marketing.
    General and Administrative.
 80




---



##### Table of Contents



Depreciation and Amortization.
  Interest Income.
  Interest Expense. 1 8
  Gain on 2006 EBS Sale.
  Other (Expense) Income, Net.
  Income Tax Provision (Benefit).
  Minority Interest in WHC.
 81




---



##### Table of Contents



Income (Loss) from Discontinued Operations, Net of
    Tax.
  Results
    of Operations by Operating Segment
   82




---



##### Table of Contents



Years Ended December 31,2008


2007


2006(a)RevenueWebMD Online Services:Advertising and sponsorship

$
275,790


$
229,333


$
170,626Licensing


89,126



81,471



55,621Content syndication and other


1,434



2,378



3,518Total WebMD Online Services


366,350



313,182



229,765WebMD Publishing and Other Services


16,427



18,772



19,011Emdeon Business Services










661,090Inter-segment eliminations


(80
)


(261
)


(939
)$
382,697


$
331,693


$
908,927Earnings before interest, taxes, non-cash 
    and other itemsWebMD Online Services

$
95,435


$
80,594


$
52,324WebMD Publishing and Other Services


1,147



4,103



362Emdeon Business Services










152,911Corporate


(19,845
)


(24,502
)


(41,730
)76,737



60,195



163,867Interest, taxes, non-cash and other itemsInterest income


35,300



42,035



32,339Interest expense


(18,513
)


(18,593
)


(18,794
)Income tax (provision) benefit


(30,251
)


8,741



(50,389
)Depreciation and amortization


(28,780
)


(28,256
)


(44,558
)Non-cash stock-based compensation


(24,790
)


(32,652
)


(42,145
)Non-cash advertising


(5,097
)


(5,264
)


(7,414
)Minority interest in WHC


(1,032
)


(10,667
)


(405
)Equity in earnings of EBS Master LLC


4,007



28,566



763Gain on sale of EBS Master LLC


538,024







Gain on 2006 EBS Sale






399



352,297Impairment of auction rate securities


(60,108
)






Restructuring


(7,416
)






Other expense, net


(6,284
)


(2,427
)


(6,776
)Income from continuing operations


471,797



42,077



378,785Income (loss) from discontinued operations, net of tax


93,492



(22,198
)


393,132Net income

$
565,289


$
19,879


$
771,917     (a)
    
    The EBS segment was sold on
    November 16, 2006 and, therefore, the operations of the EBS
    segment are included only for the period January 1, 2006
    through November 16, 2006.  2008
    and 2007
  WebMD Online Services.
 83




---



##### Table of Contents



WebMD Publishing and Other Services. The Little Blue Book WebMD the Magazine WebMD the
    Magazine The Little Blue Book
    Corporate.
  2007
    and 2006
    WebMD Online Services.
 84




---



##### Table of Contents



WebMD Publishing and Other Services.
    Corporate.
  Inter-Segment Eliminations.
  Liquidity
    and Capital Resources
  Cash
    Flows
     85




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Less Than








More ThanTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Long-term debt(a)

$
696,688


$
15,500


$
371,813


$
309,375


$
Operating leases(b)


47,086



9,030



16,329



10,287



11,440Purchase obligations(c)


2,927



2,927











Other obligation


100



100











Total

$
746,801


$
27,557


$
388,142


$
319,662


$
11,440     (a)
    
    Long-term debt includes our
    31/8% Notes,
    and our 1.75% Notes, which are first puttable at the option
    of the holders in 2012 and 2010, respectively. Amounts include
    our contractual interest payments through the earliest date at
    which these notes are puttable by the holder.(b)
    
    The lease amounts are net of
    sublease income.(c)
    
    Purchase obligations include
    amounts committed under legally enforceable contracts or
    purchase orders for goods and services with defined terms as to
    price, quantity and delivery.   86




---



##### Table of Contents



Outlook
    on Future Liquidity
  1 8
  Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  No. 14-1, 14-1). 14-1 14-1 14-1
  FAS 142-3,
 87




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Interest
    Rate Sensitivity
       88




---



##### Table of Contents



1 8
  Exchange
    Rate Sensitivity
    Item 8.
    Financial
    Statements and Supplementary Data  Financial
    Statements
  Form 10-K. Rule 3-09 Regulation S-X, Form 10-K
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(b), Rule 13a-15(e),
  Rule 13a-15(d), Rule 13a-15(f),
  Item 9B.
    Other
    Information   89




---



##### Table of Contents



PART III    Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   90




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1)-(2) Financial Statements and Schedules
  page F-1
  (a)(3) Exhibits
  page E-1,
 91




---



##### Table of Contents



SIGNATURES    HLTH CORPORATION
  By:
    /s/  Mark
    D. Funston   Executive Vice President and Chief Financial Officer
  POWER OF
    ATTORNEY
  Form 10-K
    Signature

Capacity

Date/s/  Martin
    J. WygodMartin
    J. Wygod

Director; Acting Chief Executive Officer (principal executive
    officer)

February 27, 2009/s/  Mark
    D. FunstonMark
    D. Funston

Executive Vice President and Chief Financial Officer (principal
    financial and accounting officer)

February 27, 2009/s/  Mark
    J. Adler, M.D.Mark
    J. Adler, M.D.

Director

February 27, 2009/s/  Paul
    A. BrookePaul
    A. Brooke

Director

February 27, 2009/s/  Kevin
    M. CameronKevin
    M. Cameron

Director

February 27, 2009/s/  Neil
    F. DimickNeil
    F. Dimick

Director

February 27, 2009 92




---



##### Table of Contents



Signature

Capacity

Date/s/  James
    V. ManningJames
    V. Manning

Director

February 27, 2009/s/  Herman
    SarkowskyHerman
    Sarkowsky

Director

February 27, 2009/s/  Joseph
    E. SmithJoseph
    E. Smith

Director

February 27, 2009  93




---



##### 



HLTH
    CorporationIndex to Consolidated Financial Statements and
    Supplemental Data
  Form 10-K
   
 PageHistorical Financial Statements:Report of Management on Internal Control Over
    Financial Reporting


F-2Report of Independent Registered Public
    Accounting Firm on Internal Control Over Financial Reporting


F-3Report of Independent Registered Public
    Accounting Firm


F-4Consolidated Balance Sheets at December 31,
    2008 and 2007


F-5Consolidated Statements of Operations for the
    Years Ended December 31, 2008, 2007 and 2006


F-6Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2008, 2007 and
    2006


F-7Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2007 and 2006


F-8Notes to Consolidated Financial Statements


F-10Supplemental Financial Data:The following supplementary financial data of the Registrant and
    its subsidiaries required to be included in Item 15(a)(2)
    of
    Form 10-K
    are listed below:Schedule II  Valuation and
    Qualifying Accounts


S-1     F-1




---



##### Table of Contents



REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    the companys assets that could have a material effect on
    the financial statements.      Internal
    Control  Integrated Framework
  page F-3.
   F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  
 F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
 F-4




---



##### Table of Contents



HLTH
    CORPORATION



CONSOLIDATED
    BALANCE SHEETS

(In
    thousands, except share and per share data)  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
629,848


$
536,879Short-term investments


371



290,858Accounts receivable, net of allowance for doubtful accounts of
    $1,301 at December 31, 2008 and $1,165 at December 31, 2007


94,140



86,081Due from EBS Master LLC






1,224Prepaid expenses and other current assets


40,811



71,090Assets of discontinued operations


118,775



262,964Total current assets


883,945



1,249,096Investments


288,049



2,383Property and equipment, net


56,731



49,554Goodwill


213,148



217,323Intangible assets, net


32,690



36,314Investment in EBS Master LLC






25,261Other assets


24,465



71,466TOTAL ASSETS

$
1,499,028


$
1,651,397LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued expenses

$
54,708


$
49,598Deferred revenue


80,489



76,401Liabilities of discontinued operations


98,212



123,131Total current liabilities


233,409



249,1301.75% convertible subordinated notes due 2023


350,000



350,00031/8%
    convertible notes due 2025


300,000



300,000Other long-term liabilities


22,664



21,137Minority interest in WHC


134,223



131,353Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 5,000,000 shares
    authorized; no shares outstanding






Common stock, $0.0001 par value; 900,000,000 shares
    authorized; 458,284,729 shares issued at December 31,
    2008; 457,803,361 shares issued at December 31, 2007


46



46Additional paid-in capital


12,507,729



12,479,574Treasury stock, at cost; 356,910,193 shares at
    December 31, 2008; 275,786,634 shares at
    December 31, 2007


(3,292,997
)


(2,564,948
)Accumulated deficit


(8,755,459
)


(9,320,748
)Accumulated other comprehensive (loss) income


(587
)


5,853Total stockholders equity


458,732



599,777TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
1,499,028


$
1,651,397    F-5




---



##### Table of Contents



HLTH
    CORPORATION



CONSOLIDATED
    STATEMENTS OF OPERATIONS

(In
    thousands, except per share data)  Years Ended December 31,2008


2007


2006Revenue

$
382,697


$
331,693


$
908,927Costs and expenses:Cost of operations


138,363



117,281



545,706Sales and marketing


108,316



93,645



119,103General and administrative


89,503



104,321



132,334Depreciation and amortization


28,780



28,256



44,558Interest income


35,300



42,035



32,339Interest expense


18,513



18,593



18,794Gain on sale of EBS Master LLC


538,024







Impairment of auction rate securities


60,108







Restructuring


7,416







Gain on 2006 EBS Sale






399



352,297Other (expense) income, net


(5,949
)


3,406



(4,252
)Income from continuing operations before income tax provision
    (benefit)


499,073



15,437



428,816Income tax provision (benefit)


30,251



(8,741
)


50,389Minority interest in WHC


1,032



10,667



405Equity in earnings of EBS Master LLC


4,007



28,566



763Income from continuing operations


471,797



42,077



378,785Income (loss) from discontinued operations, (net of tax of
    $2,370, $(5,206) and $36,531 in 2008, 2007 and 2006)


93,492



(22,198
)


393,132Net income

$
565,289


$
19,879


$
771,917Basic income (loss) per common share:Income from continuing operations

$
2.70


$
0.24


$
1.36Income (loss) from discontinued operations


0.53



(0.13
)


1.41Net income

$
3.23


$
0.11


$
2.77Diluted income (loss) per common share:Income from continuing operations

$
2.19


$
0.21


$
1.20Income (loss) from discontinued operations


0.43



(0.12
)


1.18Net income

$
2.62


$
0.09


$
2.38Weighted-average shares outstanding used in computing income
    (loss) per common share:Basic


174,928



179,330



279,234Diluted


220,127



188,763



331,642    F-6




---



##### Table of Contents



HLTH
    CORPORATION
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
    (In thousands, except share data)  Stockholders EquityAccumulatedAdditional


Deferred











Other


TotalCommon Stock


Paid-in


Stock


Treasury Stock


Accumulated


Comprehensive


StockholdersShares


Amount


Capital


Compensation


Shares


Amount


Deficit


(Loss) Income


EquityBalances at January 1, 2006


428,624,239


$
43


$
12,121,431


$
(3,699
)


150,296,414


$
(950,482
)

$
(10,113,667
)

$
7,607


$
1,061,233Net income


























771,917







771,917Net change in unrealized (losses) on securities






























(1,108
)


(1,108
)Foreign currency translation adjustment






























3,611



3,611Comprehensive income


































774,420Issuance of common stock for option exercises, ESPP and other
    issuances


20,976,508



2



151,237























151,239Accretion of convertible redeemable exchangeable preferred stock


























(235
)






(235
)Reversal of deferred stock compensation  adoption of
    SFAS 123R










(3,699
)


3,699



















Stock-based compensation expense










26,720























26,720Purchase of treasury stock under repurchase program


















8,240,245



(83,167
)










(83,167
)Purchase of treasury stock in tender offer


















129,234,164



(1,552,120
)










(1,552,120
)Gain on issuance of WHC Class A Common Stock










16,779























16,779Minority interest impact of cash transferred to WHC










(22,342
)






















(22,342
)Balances at December 31, 2006


449,600,747



45



12,290,126







287,770,823



(2,585,769
)


(9,341,985
)


10,110



372,527Net income


























19,879







19,879Net change in unrealized (losses) on securities






























(249
)


(249
)Foreign currency translation adjustment






























3,318



3,318HLTHs share of EBSCos comprehensive loss






























(7,326
)


(7,326
)Comprehensive income


































15,622Cumulative effect to prior year related to the adoption of
    FIN 48














.











1,475







1,475Issuance of stock for option exercises, ESPP and other issuances


8,202,614



1



96,893







(4,715,883
)


22,840











119,734Tax benefit realized from issuances of common stock and
    valuation reversal










7,171























7,171Gain on issuance of WHC Class A Common Stock










14,492























14,492Conversion and accretion of convertible redeemable exchangeable
    preferred stock










53,781







(10,638,297
)


45,104



(117
)






98,768Stock-based compensation expense










18,699























18,699Purchase of treasury stock under repurchase program


















3,369,991



(47,123
)










(47,123
)Minority interest impact of cash transferred to WHC










(1,588
)






















(1,588
)Balances at December 31, 2007


457,803,361



46



12,479,574







275,786,634



(2,564,948
)


(9,320,748
)


5,853



599,777Net income


























565,289







565,289Net change in unrealized (losses) on securities






























(9,588
)


(9,588
)Foreign currency translation adjustment






























(4,178
)


(4,178
)HLTHs share of EBSCos comprehensive loss






























7,326



7,326Comprehensive income


































558,849Issuance of stock for option exercises, ESPP and other issuances


481,368







9,285







(2,576,363
)


9,275











18,560Tax benefit realized from issuances of common stock and
    valuation reversal










1,863























1,863Gain on issuance of WHC Class A Common Stock










4,057























4,057Purchase of warrant










(700
)






















(700
)Stock-based compensation expense










13,650























13,650Purchase of treasury stock in tender offer


















83,699,922



(737,324
)










(737,324
)Balances at December 31, 2008


458,284,729


$
46


$
12,507,729


$




356,910,193


$
(3,292,997
)

$
(8,755,459
)

$
(587
)

$
458,732




---



##### Table of Contents



HLTH
    CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)  Years Ended December 31,2008


2007


2006Cash flows from operating activities:Net income

$
565,289


$
19,879


$
771,917Adjustments to reconcile net income to net cash provided byoperating activities:(Income) loss from discontinued operations, net of tax


(93,492
)


22,198



(393,132
)Depreciation and amortization


28,780



28,256



44,558Minority interest in WHC


1,032



10,667



405Equity in earnings of EBS Master LLC


(4,007
)


(28,566
)


(763
)Non-cash interest expense, net


1,944



2,916



2,906Non-cash advertising


5,097



5,264



7,414Non-cash stock-based compensation


24,790



32,652



42,145Deferred income taxes


10,617



(10,136
)


26,841Gain on sale of EBS Master LLC


(538,024
)






Gain on 2006 EBS Sale






(399
)


(352,297
)Impairment of auction rate securities


60,108







Changes in operating assets and liabilities:Accounts receivable


(8,059
)


3,840



(41,727
)Prepaid expenses and other, net


1,892



5,329



(12,092
)Accrued expenses and other long-term liabilities


5,908



(44,318
)


21,005Deferred revenue


4,088



314



17,516Net cash provided by continuing operations


65,963



47,896



134,696Net cash provided by discontinued operations


31,151



27,497



64,324Net cash provided by operating activities


97,114



75,393



199,020Cash flows from investing activities:Proceeds from maturities and sales of available-for-sale
    securities


118,339



670,326



928,284Purchases of available-for-sale securities


(177,150
)


(927,038
)


(686,815
)Purchases of property and equipment


(24,335
)


(19,053
)


(49,420
)Purchase of investment in preferred stock


(6,471
)






Cash paid in business combinations, net of cash acquired


(2,633
)






(152,672
)Purchase of minority interest in subsidiary


(12,818
)






Proceeds related to the sale of EBS Master LLC


574,617







Proceeds from the sale of discontinued operations


247,491



11,667



522,604Proceeds from the 2006 EBS Sale, net






2,898



1,199,872Proceeds (disbursements) from advances to EBS Master LLC


1,224



18,792



(20,016
)Net cash provided by (used in) continuing operations


718,264



(242,408
)


1,741,837Net cash used in discontinued operations


(4,782
)


(4,741
)


(3,296
)Net cash provided by (used in) investing activities


713,482



(247,149
)


1,738,541   F-8




---



##### Table of Contents



Years Ended December 31,2008


2007


2006Cash flows from financing activities:Proceeds from issuance of HLTH and WHC common stock


21,683



133,054



156,078Tax benefit on stock-based awards


748



6,601



Purchases of treasury stock under repurchase program






(47,123
)


(83,167
)Purchases of treasury stock in tender offer


(737,324
)






(1,552,120
)Other


(700
)


(20
)


(337
)Net cash (used in) provided by continuing operations


(715,593
)


92,512



(1,479,546
)Net cash used in discontinued operations


(76
)


(175
)


(100
)Net cash (used in) provided by financing activities


(715,669
)


92,337



(1,479,646
)Effect of exchange rates on cash


(1,958
)


1,607



1,135Net increase (decrease) in cash and cash equivalents


92,969



(77,812
)


459,050Changes in cash of discontinued operations










25Cash and cash equivalents at beginning of period


536,879



614,691



155,616Cash and cash equivalents at end of period

$
629,848


$
536,879


$
614,691    F-9




---



##### Table of Contents



HLTH
    CORPORATION



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(In
    thousands, except share and per share data)  1.
    Background
    and Basis of Presentation  Background
      Basis of
    Presentation
    ACP Medicine ACS Surgery: Principles and Practice
  Business
   F-10




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    WebMD Online Servicesprovides both public and private
    online portals. The 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 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
    (CME) credit and communicate with peers. The 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. WebMD Online Services provides related services for use
    by such employees and members, including lifestyle education and
    personalized telephonic health coaching. WebMD Online Services
    also provides
    e-detailing
    promotion and physician recruitment services for use by
    pharmaceutical, medical device and healthcare companies.
    WebMD Publishing and Other Servicespublishes WebMD
    the Magazine,a consumer magazine distributed to physician
    office waiting rooms, and The Little Blue Book, a
    physician directory. WebMD Publishing and Other Services
    conducted in-person CME through December 31, 2006 as a
    result of the acquisition of the assets of Conceptis
    Technologies, Inc. in December 2005. WebMD Publishing and Other
    Services also published medical reference textbooks until it
    divested this business on December 31, 2007. See
    Note 3 for further details.
    Corporateincludes personnel costs and other expenses
    related to functions that are not directly managed by one of the
    Companys segments or by the Porex business included in
    discontinued operations in the Companys financial
    statements. The personnel costs include executive personnel,
    legal, accounting, tax, internal audit, risk management, human
    resources and certain information technology functions. Other
    corporate costs and expenses include professional fees including
    legal and audit services, insurance, costs of leased property
    and facilities, telecommunication costs and software maintenance
    expenses. Corporate expenses are net of $3,410, $3,340 and
    $3,190 in 2008, 2007 and 2006, respectively, which are costs
    allocated to WebMD for services provided by the Corporate
    segment. In connection with the 2006 EBS Sale, EPS Sale and the
    ViPS Sale, the Company entered into transition services
    agreements whereby the Company provided ViPS, EBSCo (as defined
    in Note 4) , and Sage Software certain administrative
    services, including payroll, accounting, purchasing and
    procurement, tax, and human resource services, as well as
    information technology support. Additionally, EBSCo provided
    certain administrative services to the Company. These services
    were provided through the Corporate segment, and the related
    transition services fees that the Company charged to ViPS, EBSCo
    and Sage Software, net of the fee the Company paid to EBSCo,
    were also included in the Corporate segment, which were intended
    to approximate the cost of providing these services. The
    transition services agreement with Sage Software was terminated
    on December 31, 2007 and, therefore, net transition
    services fees are solely for services related to EBSCo and ViPS
    in 2008.
    Emdeon Business Servicesprovides solutions that automate
    key business and administrative functions for healthcare payers
    and providers, including electronic patient eligibility and
    benefit verification; electronic and paper claims processing;
    electronic and paper paid-claims communication services; and
    patient billing, payment and communications services. In
    addition, EBS provides clinical communications services that
    improve the delivery of healthcare by enabling physicians to
    manage laboratory orders and results, hospital reports and
    electronic prescriptions. As a result of the 2006 EBS F-11




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sale, beginning November 17, 2006, the results of EBS were
    no longer included in the segment results. See Note 4.  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Accounting
    Estimates
    Seasonality
    Minority
    Interest
   F-12




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Sale of
    Stock by a Subsidiary
    Cash and
    Cash Equivalents
    Fair
    Value
      Marketable
    Securities
     F-13




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Equity
    Investment in EBS Master LLC
      Allowance
    for Doubtful Accounts
    Long-Lived
    Assets
  Property
    and Equipment
    Computer equipment

3 to 5 yearsOffice equipment, furniture and fixtures

4 to 7 yearsSoftware

3 to 5 yearsBuilding and improvements

Up to 40 yearsWeb site development costs

3 yearsLeasehold improvements

Shorter of useful life or lease term     Goodwill
    and Intangible Assets
    Content

2 to 5 yearsCustomer relationships

5 to 12 yearsAcquired technology and patents

3 yearsTrade names

7 to 10 years  F-14




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recoverability
        Internal
    Use Software
  No. 98-1, (SOP 98-1). SOP 98-1
  Web Site
    Development Costs
  No. 00-2,
  Restricted
    Cash
   F-15




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Deferred
    Charges
  1 8
  Leases
    Revenue
    Recognition
    
    WebMD Online Services.  WebMD Online Services
    generates revenue from its public portals through the sale of
    advertising and sponsorship products. WebMD Online Services
    generates revenue from private portals through the licensing of
    its content and technology to employers, payers and others.
    WebMD Online Services also distributes its online content and
    services to other entities and generates revenue from these
    arrangements from the sale of advertising and sponsorship
    products and from content syndication fees.
    WebMD Publishing and Other Services.  WebMD
    Publishing and Other Services generates revenue from sales of
    advertisement in WebMD the Magazine,and  sales of The
    Little Blue Bookphysician directory and advertisements in
    those directories. As a result of the acquisition of the assets
    of Conceptis Technologies, Inc. in December 2005, WebMD
    Publishing and Other Services also generated revenue from
    in-person CME programs through December 31, 2006. The
    Company, through WHC, sold its medical reference publications
    business as of December 31, 2007 and the revenue and
    expenses of this business are shown as discontinued operations
    for 2007 and 2006.   F-16




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Sales,
    Use and Value Added Tax
    Advertising
    Costs
    Foreign
    Currency
   F-17




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of Credit Risk
      Income
    Taxes
      Accounting
    for Stock-Based Compensation
   F-18




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Per Common Share
    Years Ended December 31,2008


2007


2006Numerator:Income from continuing operations

$
471,797


$
42,077


$
378,785Convertible redeemable exchangeable preferred stock fee






174



350Income from continuing operations  Basic


471,797



42,251



379,135Interest expense on convertible notes, net of tax


11,107







18,406Effect of WHC dilutive securities


(615
)


(2,053
)


(189
)Income from continuing operations  Diluted

$
482,289


$
40,198


$
397,352Income (loss) from discontinued operations, net of
    tax  Basic

$
93,492


$
(22,198
)

$
393,132Effect of WHC dilutive securities


1



(108
)


4Income (loss) from discontinued operations, net of
    tax  Diluted

$
93,493


$
(22,306
)

$
393,136 F-19




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2008


2007


2006Denominator:Common stock


174,928



174,052



268,596Convertible redeemable exchangeable preferred stock






5,278



10,638Weighted-average shares  Basic


174,928



179,330



279,234Employee stock options, restricted stock and warrants


3,183



9,433



10,392Convertible notes


42,016







42,016Adjusted weighted-average shares after assumed
    conversions  Diluted


220,127



188,763



331,642Basic income (loss) per common share:Income from continuing operations

$
2.70


$
0.24


$
1.36Income (loss) from discontinued operations


0.53



(0.13
)


1.41Net income

$
3.23


$
0.11


$
2.77Diluted income (loss) per common share:Income from continuing operations

$
2.19


$
0.21


$
1.20Income (loss) from discontinued operations


0.43



(0.12
)


1.18Net income

$
2.62


$
0.09


$
2.38     Years Ended December 31,2008


2007


2006Options, restricted stock and warrants


32,653



19,762



50,505Convertible notes






42,016



32,653



61,778



50,505   Discontinued
    Operations
    Recent
    Accounting Pronouncements
  No. 14-1, 14-1).
 F-20




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-1 14-1 14-1
  FAS 142-3,
     F-21




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    3.
    Discontinued
    Operations  ViPS and
    Porex
    Porex
    Years Ended December 31,2008


2007


2006Revenue

$
94,407


$
92,581


$
85,702Earnings before taxes


19,294



20,790



16,862     December 31,2008


2007Assets of discontinued operations:Accounts receivable, net

$
13,866


$
12,922Inventory


11,978



11,772Property and equipment, net


21,487



21,176Goodwill


42,297



43,283Intangible assets, net


24,724



24,872Deferred tax asset


1,420



1,420Other assets


3,003



3,554Total assets

$
118,775


$
118,999Liabilities of discontinued operations:Accounts payable

$
1,601


$
1,533Accrued expenses


6,654



7,684Deferred tax liability


12,095



24,375Other long-term liabilities






101Total liabilities

$
20,350


$
33,693  F-22




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ViPS
    Years Ended December 31,2008


2007


2006Revenue

$
57,497


$
103,083


$
98,874Earnings before taxes


8,121



6,601



6,752Gain on disposal before taxes


96,969







     December 31, 2007Assets of discontinued operations:Accounts receivable, net

$
17,240Property and equipment, net


4,020Goodwill


71,253Intangible assets, net


47,815Deferred tax asset


804Other assets


2,833Total assets

$
143,965Liabilities of discontinued operations:Accounts payable

$
1,599Accrued expenses and other


4,370Deferred revenue


10,982Deferred tax liability


16,924Total liabilities

$
33,875   ACS/ACP
    Business
  ACP
    Medicine ACS Surgery: Principles and Practice ACP Medicine ACS Surgery
 F-23




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Revenue

$



$
4,219


$
5,105(Loss) earnings before taxes






(129
)


385(Loss) gain on disposal before taxes


(234
)


3,394



   EPS
         F-24




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Years Ended December 31,2008


2007


2006Revenue

$



$



$
212,329(Loss) earnings before taxes


(29,078
)


(58,722
)


19,469Gain on disposal before taxes


790



662



386,195   4.
    Emdeon
    Business Services   F-25




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            For the Period





For the PeriodJanuary 1, 2008





November 17, 2006Through


Year Ended


ThroughFebruary 8, 2008


December 31, 2007


December 31, 2006Revenue

$
94,481


$
808,537


$
87,903Cost of operations


44,633



517,884



56,775Net income (loss)


5,551



34,493



(1,198
)   F-26




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2007Current assets

$
168,108Noncurrent assets


1,179,116Total assets

$
1,347,224Current liabilities

$
104,404Noncurrent liabilities


940,220Members equity


302,600Total liabilities and members equity

$
1,347,224   5.
    Investment
    and Business Combinations  2008
    Investment
    2006
    Acquisitions
    step-up step-up
 F-27




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    e-detailing
     F-28




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Balance Sheet Data
   Other








TotalAccounts


Deferred


Tangible Assets


Intangible





PurchaseReceivable


Revenue


(Liabilities), net


Assets


Goodwill


Price2006Subimo

$
1,725


$
(6,900
)

$
4,419


$
12,300


$
47,776


$
59,320Medsite


2,469



(13,124
)


(812
)


11,000



31,934



31,467IPN


358







(143
)






3,692



3,907Summex


1,064



(1,173
)






11,300



18,852



30,043eMedicine


1,717



(2,612
)


(1,004
)


6,390



20,704



25,195   Unaudited
    Pro Forma Information
    Year EndedDecember 31, 2006Revenue

$
933,788Income from continuing operations


370,837Net income


763,969Basic income per common share:Income from continuing operations

$
1.33Net income

$
2.74Diluted income per common share:Income from continuing operations

$
1.17Net income

$
2.36  F-29




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    WebMD
    Health Corp.  Minority
    Interest
    Relationships
    between the Company and WHC
    Termination
    of Proposed Merger with WHC
   F-30




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gain Upon
    Sale of WHC Class A Common Stock
      WHC Stock
    Repurchase Program
    7.
    Significant
    Transactions  America
    Online, Inc.
   F-31




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  News
    Corporation
    8.
    Convertible
    Redeemable Exchangeable Preferred Stock          9.
    Convertible
    Notes  31/8% Convertible
    Notes due 2025
  1 8 1 8 1 8 1 8 1 8
 F-32




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 8 1 8 1 8
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  1.75% Convertible
    Subordinated Notes due 2023
      10.
    Segment
    Information   F-33




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years Ended December 31,2008


2007


2006(a)RevenueWebMD Online Services:Advertising and sponsorship

$
275,790


$
229,333


$
170,626Licensing


89,126



81,471



55,621Content syndication and other


1,434



2,378



3,518Total WebMD Online Services


366,350



313,182



229,765WebMD Publishing and Other Services


16,427



18,772



19,011Emdeon Business Services










661,090Inter-segment eliminations


(80
)


(261
)


(939
)$
382,697


$
331,693


$
908,927Earnings before interest, taxes, non-cash and other itemsWebMD Online Services

$
95,435


$
80,594


$
52,324WebMD Publishing and Other Services


1,147



4,103



362Emdeon Business Services










152,911Corporate


(19,845
)


(24,502
)


(41,730
)76,737



60,195



163,867Interest, taxes, non-cash and other itemsInterest income


35,300



42,035



32,339Interest expense


(18,513
)


(18,593
)


(18,794
)Income tax (provision) benefit


(30,251
)


8,741



(50,389
)Depreciation and amortization


(28,780
)


(28,256
)


(44,558
)Non-cash stock-based compensation


(24,790
)


(32,652
)


(42,145
)Non-cash advertising


(5,097
)


(5,264
)


(7,414
)Minority interest in WHC


(1,032
)


(10,667
)


(405
)Equity in earnings of EBS Master LLC


4,007



28,566



763Gain on sale of EBS Master LLC


538,024







Gain on 2006 EBS Sale






399



352,297Impairment of auction rate securities


(60,108
)






Restructuring


(7,416
)






Other expense, net


(6,284
)


(2,427
)


(6,776
)Income from continuing operations


471,797



42,077



378,785Income (loss) from discontinued operations, net of tax


93,492



(22,198
)


393,132Net income

$
565,289


$
19,879


$
771,917    (a)
    
    The EBS segment was sold on
    November 16, 2006 and, therefore, the operations of the EBS
    segment are included only for the period January 1, 2006
    through November 16, 2006.    EmdeonBusiness


WebMD


CorporateServices


Segments


and Other(a)


Total(b)2008Capital expenditures

$



$
24,250


$
85


$
24,335Total assets






754,322



625,931



1,380,2532007Capital expenditures






18,058



995



19,053Total assets






713,605



674,828



1,388,4332006Capital expenditures


20,835



28,452



133



49,420     (a)
    
    Includes the Companys
    investment in EBS Master LLC for 2007.(b)
    
    Excludes information related to the
    Companys discontinued operations. F-34




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Long-Lived
    Assets  Property
    and Equipment
    December 31,2008


2007Software

$
24,628


$
17,100Computer equipment


26,283



18,114Web site development costs


26,210



21,389Leasehold improvements


19,501



16,799Office equipment, furniture and fixtures


7,112



6,440Land and buildings


3,288



314107,022



80,156Less: accumulated depreciation


(50,291
)


(30,602
)Property and equipment, net

$
56,731


$
49,554     Goodwill
    and Intangible Assets
    WebMDWebMD


PublishingOnline


and OtherServices


Services


TotalBalance as of January 1, 2007

$
212,439


$
11,045


$
223,484Reversal of income tax valuation allowance


(2,793
)






(2,793
)Purchase price allocations and other adjustments


(3,368
)






(3,368
)Balance as of January 1, 2008


206,278



11,045



217,323Reversal of income tax valuation allowance and other


(4,027
)






(4,027
)Purchase price allocations


(148
)






(148
)Balance as of December 31, 2008

$
202,103


$
11,045


$
213,148   December 31, 2008


December 31, 2007Weighted











WeightedGross








Average


Gross








AverageCarrying


Accumulated





Remaining


Carrying


Accumulated





RemainingAmount


Amortization


Net


Useful Life(a)


Amount


Amortization


Net


Useful Life(a)Content

$
15,954


$
(14,541
)

$
1,413



1.7


$
15,954


$
(12,581
)

$
3,373



2.1Customer relationships


34,818



(13,633
)


21,185



8.8



33,191



(10,183
)


23,008



9.2Technology and patents


14,967



(13,637
)


1,330



0.8



14,967



(10,126
)


4,841



1.5Trade names-definite lived


7,817



(3,519
)


4,298



6.9



7,817



(2,725
)


5,092



7.7Trade names-indefinite lived


4,464







4,464



n/a















n/aTotal

$
78,020


$
(45,330
)

$
32,690






$
71,929


$
(35,615
)

$
36,314     (a)
    
    The calculation of the weighted
    average remaining useful life is based on the net book value and
    the remaining amortization period (reflected in years) of each
    respective intangible asset. F-35




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Years Ending December 31:2009

$
6,5642010


3,5002011


2,6272012


2,6272013


2,627Thereafter


10,281   12.
    Restructuring    13.
    Accrued
    Expenses    December 31,2008


2007Accrued compensation

$
23,334


$
20,146Accrued outside services


4,714



8,525Accrued restructuring


7,071



Accrued income, sales and other taxes


3,235



5,781Other accrued liabilities


16,354



15,146$
54,708


$
49,598   14.
    Commitments
    and Contingencies  Legal
    Proceedings
  Investigations
    by United States Attorney for the District of South Carolina and
    the SEC
   F-36




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-37




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-38




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Directors &
    Officers Liability Insurance Coverage Litigation
  and/or
       F-39




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Litigation Regarding Distribution of Shares in Healtheon
    Initial Public Offering
    Rule 10b-5
 F-40




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Porex
    Corporation v. Kleanthis Dean Haldopoulos, Benjamin T.
    Hirokawa and Micropore Plastics, Inc.
   F-41




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Leases
      Years Ending December 31,2009

$
8,0002010


7,7282011


6,7512012


4,9232013


4,543Thereafter


11,440Total minimum lease payments

$
43,385     Other
    Contingencies
    15.
    Stock-Based
    Compensation   F-42




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    HLTH
    Plans
    Stock
    Options
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise Price


Contractual Life


IntrinsicShares


Per Share


(In Years)


Value(1)Outstanding at January 1, 2006


88,183,095


$
12.96Granted


9,845,500



10.10Exercised


(20,277,247
)


7.40Cancelled


(14,151,477
)


14.08Outstanding at December 31, 2006


63,599,871



14.04Granted


170,000



12.86Exercised


(12,081,643
)


10.08Cancelled


(4,394,651
)


22.82Outstanding at December 31, 2007


47,293,577



14.35Granted


2,776,800



9.46Exercised


(2,527,238
)


7.61Cancelled


(3,061,515
)


14.68Outstanding at December 31, 2008


44,481,624


$
14.41



3.2


$
25,437Vested and exercisable at the end of the period


38,941,519


$
15.06



2.5


$
19,650     (1)
    
    The aggregate intrinsic value is
    based on the market price of HLTHs Common Stock on
    December 31, 2008, which was $10.46, less the applicable
    exercise price of the underlying option. This aggregate
    intrinsic value represents the amount that would have been
    realized if all of the option holders had exercised their
    options on December 31, 2008. F-43




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Outstanding


ExercisableWeighted





WeightedWeighted


Average





AverageAverage


Remaining





ExerciseExercise Price


Contractual Life





Price PerExercise Prices

Shares


Per Share


(In Years)


Shares


Share$3.43-$8.59


6,791,893


$
7.57



5.2



5,908,139


$
7.52$8.60-$9.46


4,561,975



9.24



8.0



1,470,025



9.04$9.47-$10.57


477,422



10.02



5.2



407,223



10.01$10.60-$11.55


4,921,609



11.53



1.6



4,886,109



11.53$11.60-$12.50


5,077,450



11.99



5.6



3,753,748



12.04$12.54-$13.38


4,477,458



12.80



1.7



4,477,458



12.80$13.40-$15.50


3,673,875



13.82



1.9



3,538,875



13.83$16.06


4,900,000



16.06



1.5



4,900,000



16.06$16.13-$20.00


4,641,805



18.00



1.4



4,641,805



18.00$20.50-$94.69


4,958,137



31.18



1.1



4,958,137



31.1844,481,624


$
14.41



3.2



38,941,519


$
15.06     Years Ended December 31,2008


2007


2006Expected dividend yield


0.0
%


0
%


0
%Expected volatility


0.37



0.31



0.37Risk-free interest rate


1.42
%


4.67
%


4.54
%Expected term (years)


3.7



3.9



4.5Weighted average fair value of options granted during the year


$2.81



$4.01



$3.79     Restricted
    Stock Awards
   F-44




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueBalance at the beginning of the year


1,240,297


$
10.74



2,300,846


$
10.44



1,042,557


$
8.24Granted


609,000



9.08











2,298,010



10.66Vested


(593,969
)


10.64



(967,881
)


10.14



(562,575
)


8.39Forfeited


(42,704
)


11.23



(92,668
)


9.50



(477,146
)


9.13Balance at the end of the year


1,212,624


$
9.94



1,240,297


$
10.74



2,300,846


$
10.44     WebMD
    Plans
    Stock
    Options
   F-45




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted


Weighted AverageAverage


Remaining


AggregateExercise Price


Contractual Life


IntrinsicShares


Per Share


(In Years)


Value(1)Outstanding at January 1, 2006


4,533,100


$
18.31Granted


1,683,700



38.16Exercised


(291,154
)


18.05Cancelled


(523,863
)


27.84Outstanding at December 31, 2006


5,401,783



23.59Granted


998,850



47.49Exercised


(684,909
)


20.96Cancelled


(695,173
)


31.80Outstanding at December 31, 2007


5,020,551



27.56Granted


6,148,925



24.37Exercised


(216,311
)


17.55Cancelled


(668,929
)


33.77Outstanding at December 31, 2008


10,284,236


$
25.46



8.8


$
15,716Vested and exercisable at the end of the period


2,379,425


$
23.36



7.0


$
10,458     (1)
    
    The aggregate intrinsic value is
    based on the market price of WHCs Class A Common
    Stock on December 31, 2008, which was $23.59, less the
    applicable exercise price of the underlying option. This
    aggregate intrinsic value represents the amount that would have
    been realized if all of the option holders had exercised their
    options on December 31, 2008.    Outstanding


ExercisableWeighted





WeightedWeighted


Average





AverageAverage


Remaining





ExerciseExercise Price


Contractual Life





Price PerExercise Prices

Shares


Per Share


(In Years)


Shares


Share$17.50


2,486,530


$
17.50



6.8



1,717,267


$
17.50$18.37-$19.95


114,400



19.27



9.9







$20.52-$23.61


5,377,825



23.60



9.9







$23.74-$49.54


2,074,931



37.19



8.3



601,823



37.16$49.82-$61.35


230,550



52.44



8.5



60,335



52.4210,284,236


$
25.46



8.8



2,379,425


$
23.36  F-46




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Expected dividend yield


0
%


0
%


0
%Expected volatility


0.57



0.44



0.60Risk-free interest rate


1.23
%


4.25
%


4.69
%Expected term (years)


3.3



3.4



3.2Weighted average fair value of options granted during the year

$
9.88


$
17.26


$
17.33     Restricted
    Stock Awards
    Years Ended December 31,2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueBalance at the beginning of the year


307,722


$
29.46



441,683


$
25.49



376,621


$
17.55Granted


555,400



23.74



71,700



47.02



184,710



39.50Vested


(100,562
)


23.78



(104,809
)


21.92



(94,418
)


17.61Forfeited


(56,551
)


36.28



(100,852
)


32.42



(25,230
)


39.00Balance at the end of the year


706,009


$
25.22



307,722


$
29.46



441,683


$
25.49     Employee
    Stock Purchase Plan
   F-47




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
        Years Ended December 31,2008


2007


2006HLTH Plans:Stock options

$
7,740


$
11,310


$
20,685Restricted stock


5,828



7,231



5,635WHC Plans:Stock options


9,838



14,006



17,810Restricted stock


1,356



2,768



3,736ESPP


51



162



406Other


1,419



1,455



409Total stock-based compensation expense

$
26,232


$
36,932


$
48,681Included in:Cost of operations

$
3,843


$
5,063


$
11,541Sales and marketing


3,631



5,056



7,461General and administrative


17,316



22,533



23,143Gain on 2006 EBS Sale










30Equity in earnings of EBS Master LLC






2,107



310Income from continuing operations


24,790



34,759



42,485Income (loss) from discontinued operations


1,442



2,173



6,196Total stock-based compensation expense

$
26,232


$
36,932


$
48,681    F-48




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    16.
    Retirement
    Plans    17.
    Stockholders
    Equity  Common
    Stock
    Tender
    Offers
      Stock
    Repurchase Programs
    Warrants
   F-49




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18. Income
    Taxes
    December 31,2008


2007Deferred tax assets:Federal net operating loss carryforwards

$
230,001


$
427,007State net operating loss carryforwards


55,633



59,024Federal tax credits


36,678



28,809Other accrued expenses


50,386



40,142Stock-based compensation


22,762



18,610Investment in EBS Master LLC






19,950Intangible assets


11,821



12,313Auction rate securities


26,695



Other


3,799



10,118Total deferred tax assets


437,775



615,973Valuation allowance


(334,617
)


(503,900
)Net deferred tax assets


103,158



112,073Deferred tax liabilities:Convertible notes


(69,130
)


(52,206
)Goodwill and indefinite-lived intangible assets


(13,990
)


(8,855
)Other


(284
)


(356
)Total deferred tax liabilities


(83,404
)


(61,417
)Net deferred tax assets

$
19,754


$
50,656   F-50




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2008


2007Current deferred tax assets, net:Current deferred tax assets, net of deferred tax liabilities

$
94,458


$
58,396Valuation allowance


(71,933
)


(47,770
)Current deferred tax assets, net


22,525



10,626Non-current deferred tax (liabilities) assets, net:Non-current deferred tax assets, net of deferred tax liabilities


259,913



496,160Valuation allowance


(262,684
)


(456,130
)Non-current deferred tax (liabilities) assets, net


(2,771
)


40,030Net deferred tax assets

$
19,754


$
50,656     Years Ended December 31,2008


2007


2006Current:Federal

$
6,601


$
(366
)

$
7,494State


12,436



(2,197
)


15,884Foreign


590



(2
)


170Current income tax provision (benefit)


19,627



(2,565
)


23,548Deferred:Federal


5,598



(13,012
)


(3,526
)State


878



308



(403
)Deferred income tax provision (benefit)


6,476



(12,704
)


(3,929
)Reversal of valuation allowance applied to goodwill


2,707



2,610



30,770Reversal of valuation allowance applied to additional paid-in
    capital


1,441



3,918



Total income tax provision (benefit)

$
30,251


$
(8,741
)

$
50,389  F-51




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006United States federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes (net of federal benefit)


1.8



20.8



1.2Gain on 2006 EBS Sale






(17.3
)


14.1Minority interest


0.1



11.2



0.0Valuation allowance


(38.1
)


(124.9
)


(84.5
)Non-deductible officer compensation


0.1



6.3



1.0Reversal of valuation allowance applied to goodwill


0.0



7.8



7.2Reversal of valuation allowance applied to additional paid-in
    capital






11.8



Losses benefited to discontinued operations


6.5



20.1



40.0Other


0.6



3.0



(2.3
)Effective income tax rate


6.0
%


(26.2
)%


11.7
%       with-and-without No. D-32 with-and-without
   F-52




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Years Ended December 31,2008


2007Balance at the beginning of the year

$
10,910


$
11,268Increases related to prior year tax positions






140Increases related to current year tax positions


734



1,364Settlements with tax authorities






(769
)Expiration of the statute of limitations for the assessment of
    taxes


(1,068
)


(1,093
)Balance at the end of the year

$
10,576


$
10,910    F-53




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Fair
    Value Disclosures and Credit Facilities      Level 1:
  Level 2:
  Level 3:
    December 31, 2008


December 31,Fair Value Estimates Using





2007Level 1


Level 3


Total


Fair ValueFinancial assets carried at fair valueAuction rate securities

$



$
286,552


$
286,552


$
269,500Equity securities


1,497







1,497



2,383Total financial assets carried at fair value

$
1,497


$
286,552


$
288,049


$
271,883     Balance as of January 1, 2008

$
Transfers to Level 3


363,700Redemptions


(8,700
)Impairment charge included in earnings


(60,108
)Interest income accretion included in earnings


1,067Unrealized loss included in other comprehensive (loss) income


(9,407
)Fair value December 31, 2008

$
286,552    F-54




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            December 31, 2008


December 31, 2007Cost Basis


Fair Value


Cost Basis


Fair ValueFinancial Assets:1.75% Notes(a)

$
350,000


$
305,200


$
350,000


$
350,43831/8% Notes(a)


300,000



243,750



300,000



303,645     (a)
    
    Fair value estimate incorporates
    bid price quotes. F-55




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Credit
    Facilities
      20. Other
    (Expense) Income, Net
    Years Ended December 31,2008


2007


2006Transition service
    fees(a)

$
335


$
5,833


$
2,524Reduction of tax
    contingencies(b)


1,749



1,497



Legal
    expense(c)


(1,092
)


(1,397
)


(2,578
)Advisory
    expense(d)


(6,941
)


(2,527
)


(4,198
)Other (expense) income, net

$
(5,949
)

$
3,406


$
(4,252
)     (a)
    
    Represents the net fees received
    from ViPS, Sage Software and EBSCo in relation to their
    respective transition services agreements.(b)
    
    Represents the reduction of certain
    sales and use tax contingencies resulting from the expiration of
    various statutes.(c)
    
    Represents the costs and expenses
    incurred by the Company related to the investigation by the
    United States Attorney for the District of South Carolina and
    the SEC.(d)
    
    In 2008 and 2007, represents
    professional fees, primarily consisting of legal, accounting and
    financial advisory services incurred by the Company related to
    the potential merger of HLTH into WHC. In 2006, represents
    similar professional fees related to the 2006 EBS Sale through
    September 26, 2006, the date the Company entered into a
    definitive agreement with General Atlantic regarding the 2006
    EBS Sale.  21.
    Related
    Party Transactions   F-56




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Comprehensive
    Income    Years Ended December 31,2008


2007


2006Foreign currency translation (losses) gains

$
(4,178
)

$
3,318


$
3,611Comprehensive loss of EBSCo.


7,326



(7,326
)


Unrealized holding losses on auction rate securities


(9,407
)






Unrealized holding losses on marketable securities


(883
)


(249
)


(1,108
)Other comprehensive (loss) income before minority interest


(7,142
)


(4,257
)


2,503Less: minority interest in other comprehensive (loss) income


702







Other comprehensive (loss) income


(6,440
)


(4,257
)


2,503Net income


565,289



19,879



771,917Comprehensive income

$
558,849


$
15,622


$
774,420         Years Ended December 31,2008


2007


2006Foreign currency translation gains

$
8,091


$
12,269


$
8,951Unrealized holding losses on auction rate securities, net of
    minority interest


(8,705
)






Unrealized holding gains on marketable securities


27



910



1,159Comprehensive loss of EBSCo.






(7,326
)


Total accumulated other comprehensive (loss) income

$
(587
)

$
5,853


$
10,110  F-57




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.
    Supplemental
    Disclosures of Cash Flow Information    Years Ended December 31,2008


2007


2006Supplemental Disclosure of Cash Flow Information:Interest paid

$
15,502


$
15,764


$
15,821Taxes paid, net of refunds(a)

$
26,714


$
27,375


$
23,210Supplemental Schedule of Non-Cash Investing and Financing
    activities:Conversion of convertible redeemable exchangeable preferred
    stock to HLTH Common Stock

$



$
100,000


$
Accretion of convertible redeemable exchangeable preferred stock

$



$
117


$
235SAB 51 gain

$
4,057


$
14,492


$
16,779     (a)
    
    As the Company generally files its
    tax returns on a consolidated basis, taxes paid, net of refunds,
    includes all taxes paid by the Company, including those of the
    Companys discontinued operations. F-58




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   24.
    Quarterly
    Financial Data (Unaudited)    2008First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
81,682


$
89,136


$
100,367


$
111,512Cost of operations


31,570



32,763



35,322



38,708Sales and marketing


25,830



25,460



26,441



30,585General and administrative


21,144



23,181



22,928



22,250Depreciation and amortization


6,888



7,315



7,265



7,312Gain on sale of EBS Master LLC


538,024











Impairment of auction rate securities


60,108











Restructuring














7,416Interest income, net


7,329



3,434



4,750



1,274Other (expense), net


(4,144
)


(666
)


(997
)


(142
)Income from continuing operations before income tax provision


477,351



3,185



12,164



6,373Income tax provision (benefit)


25,614



1,330



7,679



(4,372
)Minority interest in WHC (loss) income


(3,845
)


1,071



1,845



1,961Equity in earnings of EBS Master LLC


4,007











Income from continuing operations


459,589



784



2,640



8,784Income (loss) from discontinued operations, net of tax


3,569



(3,651
)


93,241



333Net income (loss)

$
463,158


$
(2,867
)

$
95,881


$
9,117Basic income (loss) per common share:Income from continuing operations

$
2.52


$
0.00


$
0.01


$
0.06Income (loss) from discontinued operations, net of tax


0.02



(0.02
)


0.51



0.00Net income (loss)

$
2.54


$
(0.02
)

$
0.52


$
0.06Diluted income (loss) per common share:Income from continuing operations

$
2.03


$
0.00


$
0.01


$
0.06Income (loss) from discontinued operations, net of tax


0.01



(0.02
)


0.50



0.00Net income (loss)

$
2.04


$
(0.02
)

$
0.51


$
0.06   F-59




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
71,881


$
77,197


$
86,034


$
96,581Cost of operations


28,618



28,997



30,021



29,645Sales and marketing


22,870



21,929



22,459



26,387General and administrative


28,443



26,950



25,718



23,210Depreciation and amortization


6,325



7,239



7,390



7,302Interest income, net


4,965



5,484



6,204



6,789Other income (expense), net


2,882



1,396



989



(1,462
)(Loss) income from continuing operations before income tax
    (benefit) provision


(6,528
)


(1,038
)


7,639



15,364Income tax (benefit) provision


(231
)


1,658



2,977



(13,145
)Minority interest in WHC


115



843



1,800



7,909Equity in earnings of EBS Master LLC


7,099



7,575



8,005



5,887Income from continuing operations


687



4,036



10,867



26,487Income (loss) from discontinued operations, net of tax


5,015



(49,499
)


5,704



16,582Net income (loss)

$
5,702


$
(45,463
)

$
16,571


$
43,069Basic income (loss) per common share:Income from continuing operations

$
0.00


$
0.02


$
0.06


$
0.15Income (loss) from discontinued operations, net of tax


0.03



(0.27
)


0.03



0.09Net income (loss)

$
0.03


$
(0.25
)

$
0.09


$
0.24Diluted income (loss) per common share:Income from continuing operations

$
0.00


$
0.02


$
0.06


$
0.13Income (loss) from discontinued operations, net of tax


0.03



(0.26
)


0.03



0.07Net income (loss)

$
0.03


$
(0.24
)

$
0.09


$
0.20  F-60




---



##### Table of Contents



Schedule II.
    Valuation and Qualifying Accounts  Years Ended December 31, 2008, 2007 and 2006Balance at


Charged toBeginning


Costs and











Balance atof Year


Expenses


Acquired


Write-offs


Other


End of Year(In thousands)December 31, 2008Allowance for Doubtful Accounts

$
1,165


$
668


$



$
(532
)

$



$
1,301Valuation Allowance for Deferred Tax Assets


503,900



(194,378
)


24,775







320



334,617December 31, 2007Allowance for Doubtful Accounts


956



1,074







(865
)






1,165Valuation Allowance for Deferred Tax Assets


554,204



(42,953
)


1,449







(8,800
)(a)


503,900December 31, 2006Allowance for Doubtful Accounts


6,245



1,852



229



(3,731
)


(3,639
)(b)


956Valuation Allowance for Deferred Tax Assets


924,155



(370,313
)


362











554,204     (a)
    
    Represents the valuation allowance
    released as a result of (i) the adoption of FIN 48,
    and (ii) stock option and warrant exercises, partially
    offset by the valuation allowance established relating to the
    Companys share of unrealized loss on the fair value of
    EBSCos interest rate swap agreements.  (b)
    
    Represents the sale of the Emdeon
    Business Services segment on November 16, 2006. S-1




---



##### Table of Contents



INDEX TO
    EXHIBITS  Exhibit No.

Description2
.1*

Stock Purchase Agreement, dated as of August 8, 2006,
    between the Registrant and Sage Software, Inc. (incorporated by
    reference to Exhibit 2.1 to the Registrants Current
    Report on
    Form 8-K
    filed on August 11, 2006)2
.2*

Amended and Restated Agreement and Plan of Merger, dated as of
    November 15, 2006, among Emdeon Corporation, EBS Holdco,
    Inc., EBS Master LLC, Emdeon Business Services LLC, Medifax-EDI
    Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS
    Merger Co. (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on November 21, 2006)2
.3*

Securities Purchase Agreement, dated as of February 8,
    2008, among the Registrant, EBS Master LLC, the voting members
    of EBS Master LLC and the purchasers listed therein
    (incorporated by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on February 13, 2008)2
.4*

Agreement and Plan of Merger, dated as of February 20,
    2008, between the Registrant and WebMD Health Corp.
    (WHC) (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
.5*

Agreement and Plan of Merger, dated as of January 17, 2006,
    among the WHC, ME Omaha, Inc., eMedicine.com, Inc., and Lilian
    Shackelford Murray, as Stockholders Representative
    (incorporated by reference to Exhibit 10.1 to the
    WHCs Current Report on
    Form 8-K
    filed on January 20, 2006)2
.6*

Agreement and Plan of Merger, dated as of April 13, 2006,
    among Summex Corporation, the WHC, and FFGM, Inc. (incorporated
    by reference to Exhibit 10.1 to WHCs Current Report
    on
    Form 8-K
    filed on April 19, 2006)2
.7*

Asset Purchase Agreement, dated as of July 19, 2006, among
    June Plum, Inc. (a wholly owned subsidiary of the Registrant),
    Medsite, Inc., Medsite Acquisition Corp., MedsiteCME, LLC and
    Medsite Pharmaceutical Services, LLC (incorporated by reference
    to Exhibit 10.1 to WHCs Current Report on
    Form 8-K
    filed on July 25, 2006)2
.8*

Unit Purchase Agreement, dated as of November 2, 2006, by
    and among WHC, Subimo, LLC and the Sellers referred to therein
    (incorporated by reference to Exhibit 2.1 to the Current
    Report on
    Form 8-K
    filed by WHC on November 8, 2006) (the Subimo
    Purchase Agreement)2
.9

Termination Agreement, dated as of October 19, 2008,
    between the Registrant and WHC. (incorporated by reference to
    Exhibit 2.1 to the Current Report on
    Form 8-K
    filed by the Registrant on October 20, 2008)2
.10

Amendment, dated December 3, 2008, to the Subimo Purchase
    Agreement (incorporated by reference to Exhibit 2.7 to
    WHCS Annual Report on
    Form 10-K
    for the year ended December 2008 (the WHC 2008
    Form 10-K)2
.11*

Termination and Mutual Release Agreement, dated as of
    November 18, 2008, among the Registrant, Marketing
    Technology Solutions Inc., Jay Goldberg and Russell Planitzer
    (incorporated by reference to Exhibit 2.8 to the WHC 2008 Form
    10-K)3
.1

Eleventh Amended and Restated Certificate of Incorporation of
    the Registrant, as amended (incorporated by reference to
    Exhibit 3.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)3
.2

Certificate of Ownership and Merger Amending the
    Registrants Eleventh Amended and Restated Certificate of
    Incorporation to Change the Registrants Name to HLTH
    Corporation (incorporated by reference to Exhibit 3.1 to
    Registrants Current Report on
    Form 8-K
    filed on May 21, 2007)3
.3

Amended and Restated Bylaws of Registrant, as currently in
    effect (incorporated by reference to Exhibit 3.2 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)4
.1

Specimen Common Stock certificate (incorporated by reference to
    Exhibit 4.1 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2000) E-1




---



##### Table of Contents



Exhibit No.

Description4
.2

Indenture, dated as of June 25, 2003, between the
    Registrant and The Bank of New York (incorporated by reference
    to Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4
.3

Form of 1.75% Convertible Subordinated Note Due 2023
    (included in Exhibit 4.2)4
.4

Registration Rights Agreement dated as of June 25, 2003
    between WebMD Corporation and Banc of America Securities LLC
    (incorporated by reference to Exhibit 4.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003)4
.5

Indenture, dated as of August 30, 2005, between the
    Registrant and The Bank of New York (incorporated by reference
    to Exhibit 4.1 to Amendment, filed November 9, 2005 to
    the Registrants Current Report on
    Form 8-K
    filed on August 30, 2005)4
.6

Form of
    31/8% Convertible
    Note Due 2025 (included in Exhibit 4.5)4
.7

Registration Rights Agreement dated as of August 30, 2005
    between the Registrant and Citigroup Global Markets Inc.
    (incorporated by reference to Exhibit 4.2 to the Amendment,
    filed November 9, 2005, to the Registrants Current
    Report on
    Form 8-K
    filed on August 30, 2005)10
.1

Form of Indemnification Agreement to be entered into by the
    Registrant with each of its directors and officers (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002)10
.2**

WebMD Health Corp. Long-Term Incentive Plan for Employees of
    Subimo, LLC (incorporated by reference to Exhibit 10.2 to
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006)10
.3

Healtheon/WebMD Media Services Agreement dated January 26,
    2000 among the Registrant, Eastrise Profits Limited and Fox
    Entertainment Group, Inc. (incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000) , as amended by
    Amendment dated February 15, 2001 (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001)10
.4**

Employment Agreement, dated as of November 9, 2006, between
    the Registrant and Mark Funston (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on November 15, 2006)10
.5**

Amended and Restated Employment Agreement, dated as of
    August 3, 2005 between the Registrant and Martin J. Wygod
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 5, 2005)10
.6**

Letter Agreement, dated as of February 1, 2006 between the
    Registrant and Martin J. Wygod (incorporated by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10
.7**

Employment Agreement, dated September 23, 2004, between the
    Registrant and Kevin Cameron (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed September 28, 2004)10
.8**

Letter Agreement, dated as of February 1, 2006 between the
    Registrant and Kevin M. Cameron (incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on February 2, 2006)10
.9**

Amended and Restated Stock Option Agreement dated
    August 21, 2000 between the Registrant (as successor to
    Medical Manager Corporation) and Martin J. Wygod (incorporated
    by reference to Exhibit 10.21 to the Registrants
    Annual Report on
    Form 10-K
    for the year ended December 31, 2000, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.10**

Letter Agreement, dated as of April 27, 2005, between the
    Registrant. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on May 3, 2005)10
.11**

Employment Agreement, dated as of April 28, 2005, between
    WebMD, Inc. and Wayne T. Gattinella (incorporated by reference
    to Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on May 3, 2005) E-2




---



##### Table of Contents



Exhibit No.

Description10
.12**

Employment Agreement dated as of February 1, 2006, between
    the Registrant and Charles A. Mele (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed February 2, 2006)10
.13**

Form of Amendment to the Registrants Equity Compensation
    Plans and Stock Option Agreements (incorporated by reference to
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by the Registrant on November 9, 2006)10
.14**

2001 Employee Non-Qualified Stock Option Plan of the Registrant,
    as amended (incorporated by reference to Exhibit 10.46 to
    the Registrants
    Form 10-K
    for the year ended December 31, 2001, as amended by
    Amendment No. 1 on
    Form 10-K/A)10
.15**

2002 Restricted Stock Plan of the Registrant and Form of Award
    Agreement (incorporated by reference to Exhibit 10.21 to
    the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2002)10
.16**

Amended and Restated 1996 Stock Plan of the Registrant
    (incorporated by reference to Exhibit 10.8 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2006)10
.17**

Amended and Restated 1998 Employee Stock Purchase Plan of the
    Registrant (incorporated by reference to Exhibit 99.27 to
    the Registrants Registration Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.18**

Amended and Restated 2000 Long-Term Incentive Plan of the
    Registrant (incorporated by reference to Annex E to the
    Registrants Proxy Statement for its 2006 Annual Meeting
    filed on August 14, 2006)10
.19**

WebMD, Inc. Amended and Restated 1997 Stock Incentive Plan, as
    amended (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on
    Form S-8
    (No. 333-90795)
    filed November 12, 1999)10
.20**

Envoy Stock Plan (incorporated by reference to Exhibit 99.1
    to the Registrants Registration Statement on
    Form S-8
    (No. 333-42616)
    filed July 31, 2000)10
.21**

Amended and Restated 1989 Class A Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.1 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.22**

Amended and Restated 1989 Class B Non-Qualified Stock
    Option Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 10.2 to Synetic, Inc.s Registration Statement
    on
    Form S-1
    (No. 333-28654)
    filed May 18, 1989)10
.23**

1991 Director Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-46640)
    filed March 24, 1992)10
.24**

Amended and Restated 1991 Special Non-Qualified Stock Option
    Plan of Synetic, Inc. (incorporated by reference to
    Exhibit 4.3 to Synetic, Inc.s Registration Statement
    on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.25**

Medical Manager Corporations 1996 Amended and Restated
    Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.1 to Medical Manager Corporations
    (Commission File
    No. 0-29090)
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1998)10
.26**

Medical Manager Corporations 1996 Amended and Restated
    Non-Employee Directors Stock Plan (incorporated by
    reference to Exhibit 10.2 to Medical Manager
    Corporations (Commission File
    No. 0-29090)
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997)10
.27**

1996 Class C Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.28**

1997 Class D Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-36041)
    filed September 19, 1997)10
.29**

1998 Class E Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.1 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999) E-3




---



##### Table of Contents



Exhibit No.

Description10
.30**

The 1999 Medical Manager Corporation Stock Option Plan for
    Employees of Medical Manager Systems, Inc. (incorporated by
    reference to Exhibit 10.28 to Medical Manager
    Corporations Annual Report on
    Form 10-K
    for the year ended June 30, 1999)10
.31**

1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999)10
.32**

CareInsite, Inc. 1999 Officer Stock Option Plan (incorporated by
    reference to Exhibit 10.18 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.33**

CareInsite, Inc. 1999 Employee Stock Option Plan (incorporated
    by reference to Exhibit 10.17 to Amendment No. 6 to
    CareInsite, Inc.s Registration Statement on
    Form S-1
    (No. 333-75071)
    filed June 11, 1999)10
.34**

CareInsite, Inc. 1999 Director Stock Option Plan
    (incorporated by reference to Annex H to the Proxy
    Statement/Prospectus, filed on August 7, 2000, and included
    in the Registrants Registration Statement on
    Form S-4
    (No. 333-39592)10
.35**

Amendment to Company Stock Option Plans of Medical Manager
    Corporation and CareInsite, Inc. (incorporated by reference to
    Exhibit 99.28 to the Registrants Registration
    Statement on
    Form S-8
    (No. 333-47250)
    filed October 4, 2000)10
.36**

2004 Non-Qualified Stock Option Plan for Employees of VIPS, Inc.
    (incorporated by reference to Exhibit 10.2 of the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004)10
.37**

Stock Option Agreement between the Registrant and Wayne
    Gattinella dated August 20, 2001 (incorporated by reference
    to Exhibit 4.8 to the Registrants Registration
    Statement on
    Form S-8
    (No. 333-888420)
    filed May 16, 2002)10
.38

Amended and Restated Tax Sharing Agreement between WHC and the
    Registrant (incorporated by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    filed on February 16, 2006)10
.39

Contribution, Assignment and Assumption Agreement, dated as of
    September 6, 2005, by and between WHC and the Registrant
    (incorporated by reference to Exhibit 10.5 to the WHC
    Registration Statement)10
.40**

Form of Restricted Stock Agreement between WHC and Employees
    (incorporated by reference to Exhibit 10.48 to the WHC
    Registration Statement)10
.41**

Form of Restricted Stock Agreement between WHC and Non-Employee
    Directors (incorporated by reference to Exhibit 10.49 to
    the WHC Registration Statement)10
.42**

Form of Non-Qualified Stock Option Agreement between WHC and
    Employees (incorporated by reference to Exhibit 10.50 to
    the WHC Registration Statement)10
.43**

Form of Non-Qualified Stock Option Agreement between WHC and
    Non-Employee Directors (incorporated by reference to
    Exhibit 10.51 to the WHC Registration Statement)10
.44**

Amended and Restated WebMD Health Corp. 2005 Long-Term Incentive
    Plan (incorporated by reference to Annex A to WHCs
    Proxy Statement for its 2008 Annual Meeting filed on
    November 5, 2008)10
.45**

Form of Restricted Stock Agreement between the Registrant and
    Employees for Grants Under the Registrants 2000 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.57
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.46**

Form of Non-Qualified Stock Option Agreement between the
    Registrant and Employees for Grants Under the Registrants
    2000 Long-Term Incentive Plan (incorporated by reference to
    Exhibit 10.58 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005)10
.47**

Form of Non-Qualified Stock Option Agreement between the
    Registrant and Employees for Grants Under the Registrants
    1996 Stock Plan (incorporated by reference to Exhibit 10.59
    to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005) E-4




---



##### Table of Contents



Exhibit No.

Description10
.48

Loan Agreement, dated as of May 6, 2008, between Citigroup
    Global Markets Holdings Inc. and the Registrant (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008)10
.49

Loan Agreement, dated as of May 6, 2008, between Citigroup
    Global Markets Inc. SB and WHC (incorporated by reference to
    Exhibit 10.1 to the WHCs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008)10
.50**

Amendment No. 2, dated as of December 1, 2008, between
    the Registrant and Martin J. Wygod (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on December 5, 2008)10
.51

Seconded Amended and Restated Tax Sharing Agreement between the
    Registrant and WHC (incorporated by reference to
    Exhibit 10.51 to the WHC 2008
    Form 10-K)10
.52**

Letter Agreement, dated December 29, 2008, between the
    Registrant and Martin J. Wygod10
.53**

Amendment to Employment Agreement, dated as of December 16,
    2008, between the Registrant and Kevin M. Cameron10
.54**

Letter Amendment, dated as of December 10, 2008, between
    the Registrant and Mark D. Funston10
.55**

Letter Amendment, dated as of December 10, 2008, between
    the WHC and Wayne T. Gattinella (incorporated by reference to
    Exhibit 10.53 to the WHC 2008
    Form 10-K)10
.56**

Amendment, dated as of December 16, 2008, to Amended and
    Restated Employment Agreement between the Registrant and Charles
    A. Mele10
.57**

Letter Agreement, dated as of February 19, 2009, between
    the Registrant and Charles A. Mele10
.58**

WebMD, LLC Supplemental Bonus Program Trust Agreement
    (incorporated by reference to Exhibit 10.48 to Amendment
    No. 1, filed on April 29, 2008, to WHCs Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007)12
.1

Computation of Ratio of Earnings to Fixed Charges14
.1

Code of Business Conduct (incorporated by reference to
    Exhibit 14.1 to the Registrants Current Report on
    Form 8-K
    filed February 9, 2006)21


Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm23
.2

Consent of Ernst & Young LLP, Independent Auditors for
    Exhibit 99.1424
.1

Power of Attorney (see signature page of this Annual Report on
    Form 10-K)31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Registrant31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant32
.1

Section 1350 Certification of Chief Executive Officer of
    the Registrant32
.2

Section 1350 Certification of Chief Financial Officer of
    the Registrant99
.1

Audit Committee Charter (incorporated by reference to
    Annex A to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007)99
.2

Compensation Committee Charter (incorporated by reference to
    Annex B to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007)99
.3

Nominating Committee Charter (incorporated by reference to
    Annex C to the Registrants Proxy Statement for its
    2007 Annual Meeting filed on August 14, 2007)99
.4

Governance & Compliance Committee Charter
    (incorporated by reference to Annex D to the
    Registrants Proxy Statement for its 2007 Annual Meeting
    filed on August 14, 2007)99
.5

Restated Certificate of Incorporation of WHC (incorporated by
    reference to Exhibit 99.1 to the Registration Statement on
    Form 8-A
    filed by WHC on September 29, 2005 (referred to in this
    Exhibit Index as the WHC
    Form 8-A)99
.6

Amended and Restated Bylaws of WHC (incorporated by reference to
    the Current Report on
    Form 8-K
    filed by WHC on December 17, 2007) E-5




---



##### Table of Contents



Exhibit No.

Description99
.7

Form of Services Agreement between WHC and the Registrant
    (incorporated by reference to Exhibit 10.2 to WHCs
    Registration Statement on
    Form S-1
    (No. 333-124832)
    (referred to in this Exhibit Index as the WHC
    Registration Statement))99
.8

Form of Indemnity Agreement between WHC and the Registrant
    (incorporated by reference to Exhibit 10.3 to the WHC
    Registration Statement)99
.9

Form of Intellectual Property License Agreement between WHC and
    the Registrant (incorporated by reference to Exhibit 10.4
    to the WHC Registration Statement)99
.10

Form of Private Portal Services Agreement between the Registrant
    and WebMD, Inc. (incorporated by reference to Exhibit 10.6
    to the WHC Registration Statement)99
.11

Form of Content License Agreement between the Registrant and
    WebMD, Inc. (incorporated by reference to Exhibit 10.7 to
    the WHC Registration Statement)99
.12

Form of Database Agreement between the Registrant and WebMD,
    Inc. (incorporated by reference to Exhibit 10.8 to the WHC
    Registration Statement)99
.13

Letter, dated February 2, 2007, executed by WHC and the
    Registrant (incorporated by reference to Exhibit 10.1 to
    WHCs Current Report on
    Form 8-K
    filed on February 2, 2007)99
.14

Consolidated Financial Statements of EBS Master LLC for the Year
    Ended December 31, 2007 and the Period from November 16, 2006 to
    December 31, 2006 (incorporated by reference to Exhibit 99.1 to
    the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2007)     *
    
    With respect to the agreements filed as Exhibits 2.1
    through 2.8 and Exhibit 2.11, certain of the exhibits and the
    schedules to those agreements 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.**
    
    Agreement relates to executive compensation. E-6