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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, 2007oro

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




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##### 





TABLE OF
    CONTENTS
  
  PageForward-Looking Statements


iiDefinitions of Certain Measures


iiiPART IItem 1.

Business


1Item 1A.

Risk Factors


38Item 1B.

Unresolved Staff Comments


60Item 2.

Properties


60Item 3.

Legal Proceedings


60Item 4.

Submission of Matters to a Vote of Security
    Holders


60PART IIItem 5.

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


61Item 6.

Selected Financial Data


64Item 7.

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


66Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


92Item 8.

Financial Statements and Supplementary Data


93Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


93Item 9A.

Controls and Procedures


93Item 9B.

Other Information


93PART IIIItem 10.

Directors and Executive Officers and Corporate
    Governance


94Item 11.

Executive Compensation


94Item 12.

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


94Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


94Item 14.

Principal Accountant Fees and Services


94PART IVItem 15.

Exhibits and Financial Statement Schedules


95Signatures


96Financial Statements


F-1Index to Exhibits


E-1EX-12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21 SUBSIDIARIES OF THE REGISTRANTEX-23.1 CONSENT OF ERNST & YOUNG LLPEX-23.2 SEPARATE CONSENT RE EXHIBIT 99.1EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFOEX-99.1 CONSOLIDATED FINANCIAL STATEMENTS OF EBS MASTER LLC    ® ® sm ® ® ® ® ® ® ® ® ® ® ® ® tm sm
  tm tm
 i




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FORWARD-LOOKING
    STATEMENTS  Form 10-K
    
    the inability to successfully deploy new or updated applications
    or services;
    the failure to achieve sufficient levels of customer utilization
    and market acceptance of new or updated products and services;
    difficulties in forming and maintaining relationships with
    customers and strategic partners;
    the inability to attract and retain qualified personnel;
    the anticipated benefits from acquisitions not being fully
    realized or not being realized within the expected time frames;
    general economic, 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.        ii




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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, regardless of the method by which such computer
    accesses that Web site (i.e., whether directed by an individual
    or by automated software programs). 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 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.Aggregate page views do not include page
    views from WebMDs private portals.    The WebMD Health Network The WebMD Health Networks
 iii




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##### Table of Contents



PART I  Item 1.
    Business  INTRODUCTION
  Corporate
    Information
    07407-1361 (201) 703-3400.
  Overview
  Introduction.
      WebMD.
  
    Public Online Portals.  WebMDs
    consumer health portals enable individuals to obtain detailed
    information on a particular disease or condition, locate
    physicians, store individual healthcare information, assess
    their personal health status, receive periodic
    e-newsletters
    and alerts on topics of individual interest, and participate in
    online communities with peers and experts. WebMDs
    professional portals make it easier for physicians and
    healthcare professionals to access clinical reference sources,
    stay abreast of the latest clinical information, learn about new
    treatment options, earn continuing medical education (or CME)
    credit and communicate with peers. WebMDs network of
    public portals provides a means for advertisers and sponsors to
    reach, educate and inform large audiences of health-involved
    consumers and clinically active physicians. WebMD generates
    revenue by providing healthcare and consumer products companies
    with opportunities to reach its public portals 1




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audience through a variety of content sponsorship formats and
    advertising products. In addition, WebMD creates and distributes
    accredited online CME programs funded by grants from a variety
    of sponsors.  
    Private Online Portals.  WebMDs
    private portals provide a cost-effective platform for 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 also offers
    related services for the use of such employees and members,
    including lifestyle education and personalized telephonic health
    coaching. WebMDs private portals provide a secure,
    personalized user experience by integrating individual user data
    (including personal health information), plan-specific data from
    our employer or health plan clients and much of the content,
    decision-support technology and personal communication services
    that we make available through our public portals. WebMD
    generates revenues by licensing its private portals to employers
    and payers for use by their employees and members. WebMDs
    private portals do not display or generate revenue from
    advertising or sponsorship.
    Publishing and Other Services.  WebMD
    also provides complementary offline health content. WebMDs
    offline publications include The Little Blue Book,a
    physician directory and WebMD the Magazine,a consumer
    publication launched in early 2005 that WebMD distributes free
    of charge to physician office waiting rooms.    ViPS.
  
    Government Solutions Group.  Through its
    Government Solutions Group, ViPS provides customized services
    and specialized project personnel to federal and state agencies,
    both as a prime contractor and as a subcontractor of other
    government contractors. ViPS consultants manage projects
    of various sizes, assess workflows, design complex database
    architecture, integrate third-party packages and perform data
    analysis and analytic reporting functions. ViPS contracts
    with the federal government are typically on a cost-plus fee
    structure.
    HealthPayer Solutions Group.  Through
    its HealthPayer Solutions Group, ViPS develops and markets
    software for commercial healthcare payers, including data
    warehouses and tools for medical management, physician
    performance measurement,
    HEDIS®
    (Health Plan Employer Data and Information Set) compliance
    reporting, healthcare fraud detection and financial management.
    ViPS receives license fees from its healthcare payer customers,
    typically based on the number of covered members, for use of its
    software and provides business and information technology
    consulting services to payer customers on a
    time-and-materials
    basis or a fixed-fee basis.    Porex.
  Recent
    Developments
  WHC Merger and ViPS and Porex
    Divestitures.
 2




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1 8
  Additional Information About the Proposed WHC Merger and
    Where to Find It: In connection with the
    proposed WHC Merger, HLTH and WHC expect to file, with the SEC,
    a proxy statement/prospectus as part of a registration statement
    regarding the proposed transaction. Investors and security
    holders are urged to read the proxy statement/prospectus because
    it will contain important information about HLTH and WHC and the
    proposed transaction. Investors and security holders may obtain
    a free copy of the definitive proxy statement/prospectus and
    other documents when filed by HLTH and WHC with the SEC at
    www.sec.gov or
 3




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www.hlth.com or www.wbmd.com. Investors and security holders
    are urged to read the proxy statement/prospectus and other
    relevant material when they become available before making any
    voting or investment decisions with respect to the WHC
    Merger.
  Sale of Investment in EBS Master
    LLC.
    Investment in Auction Rate
    Securities.
    Available
    Information
  www.hlth.com Form 10-K, Form 10-Q, Form 8-K, www.wbmd.com
   4




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

Descriptionwww.webmd.com

WebMD Health, WebMDs 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 1,900 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.Professional Portal
    Sitewww.medscape.com

WebMDs flagship Web site for physicians and other
    healthcare professionals.www.emedicine.com

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

Previously known as Medscape General Medicine, or
    MedGenMed, The Medscape Medical Journal is the
    worlds first online-only, primary source, peer-reviewed
    general medical journal.www.theheart.org

One of the leading cardiology Web sites, known for its depth and
    breadth of content in this area.www.medsite.com

A site for physicians where they can manage their sponsored
    events.   Other Sites. The WebMD Health Network The WebMD Health Network
  Consumer
    Portals in The WebMD Health Network
  Introduction.
  Overview of Content and Service
    Offerings. WebMD Health The
    WebMD Health Network
 5




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90-person The WebMD Health Network. The WebMD Health
    Network
  WebMD Health
  Feature

DescriptionWebMD News Center

Daily health news articles that are written by health
    journalists and reviewed by WebMDs 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 WebMDs
    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.WebMD Health Centers

WebMD Health Centers are centralized locations for content and
    services for both WebMD Healtheditorial 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.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
    the WebMD 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

WebMDs medical library allows consumers to research
    current information, some of which it licenses 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 Health Topics A-Z, an alphabetical listing of articles on
    specific health conditions and concerns 6




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Feature

Description interactive, illustrated presentations that visually
    explain common health conditions and diseases a medical dictionary doctors views on important health topics   Decision-Support Services.
  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.Symptom 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 a group of WebMD
    physicians trained in the development of clinical
    decision-support applications.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, quizzes and slide
    shows to assess or demonstrate health topics, including a target
    heart rate calculator, body mass index calculator, pregnancy
    calculator and ovulation calendar.Drugs & Treatments

Users can search for information about prescription and
    over-the-counter medications by brand or generic name, or by
    condition.  WebMD 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

WebMD Health Manager is 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.   Membership; Online Communities. e-newsletters
 7




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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

Allows consumers to receive personalized e-mail newsletters on
    general health-related subjects and topics targeted to their
    particular health concerns.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 theheart.org eMedicine Medsite Medscape from WebMD
    Medscape from WebMD.
  
    timely medical news relating to a variety of specialty areas and
    coverage of professional meetings and conferences;
    CME activities; and
    full-text medical journal articles and drug and medical
    literature databases.   8




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The Medscape Journal of Medicine Medscape General Medicine MedGenMed The Medscape Journal of Medicine, www.themedscapejournal.com The
    Medscape Journal of Medicines
  eMedicine. eMedicine.com
  theheart.org. theheart.org
  Medsite. e-detailing E-details e-detailing.
  Membership. Medscape from
    WebMD Medscape MedPulse ® e-mail Medscape
  Continuing Medical Education (CME). Medscape
    Advertising
    and Sponsorship
  The WebMD Health Network
 9




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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. In addition, clients can sponsor a
    variety of condition-specific or specialty-specific
    e-newsletters,
    keyword searches and specific 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.
    Patient Education Centers.  Patient education
    centers are sponsored destinations on Medscapefor
    physicians to access patient education materials on a particular
    topic or condition.
    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
  
    WebMDs display of over 3.6 billion pages of
    healthcare information to users visiting its sites in 2007,
    which we believe is a much larger number of pages than was
    published by any other sponsor-supported health-oriented Web
    portal;
    WebMDs 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;
    WebMDs 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; and
    the broad reach of Medscapeseducational related
    activities for physicians and other healthcare professionals. 10




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
    Conference Coverage.  Coverage of major medical
    conferences.
    CME Circle.  Third party CME activities,
    including symposia, monographs and CD-ROMs that Medscape
    distributes online.
    CME Live.  Original online events featuring
    live streaming video, audio and synchronized visual
    presentations by experts.
    CME Cases.  Original CME activities presented
    by healthcare professionals in a patient case format.
    Resource Centers.  Grant-based collections of
    content relating to conditions such as congestive heart failure
    or breast cancer. These centers include news, expert columns,
    guidelines and reference material.  Sales
    and Marketing
      Other
    Relationships
  Editorial Partnerships.
  Yahoo! Relationships. The WebMD Health Network four-year four-year
   11




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International Relationships.
  Private
    Portals
  Introduction
     12




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The
    WebMD Health and Benefits Manager
  sm
  
    The WebMD Health Management Suite gives employees and plan
    members personalized content and tools that let them evaluate
    and manage their healthcare, motivate them to make healthier
    lifestyle choices, and help them improve their overall health.
    The Health Management Suite incorporates WebMDs health
    risk assessment tools, which enable users to assess their
    overall health risks, understand their risks 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 that is relevant to
    his or her specific needs and interests. Users can get
    consistent reinforcement from lifestyle 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 participants to
    better manage their health conditions, practice prevention,
    pursue health conscious lifestyles, actively seek health and
    wellness knowledge and understand the financial and health
    impact of their lifestyle decisions.
    The WebMD Benefits & Financial Suite helps employees
    and plan members understand the financial implications of their
    healthcare and lifestyle decisions so they can better manage
    healthcare costs and be more satisfied with their choices. The
    Benefits & Financial Suite is fully integrated with
    WebMD health management tools 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 Suite drives informed
    healthcare decisions by helping employers and plan members
    evaluate the cost and quality of their alternatives so they can
    make better choices. 13




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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 the
    volume of patients treated for particular illnesses or
    procedures, mortality rates, unfavorable outcomes for specific
    problems, and the average number of days patients stayed in
    hospitals.  
    The WebMD Health Record Suite supports collaborative healthcare
    that can help prevent costly errors and duplication of services.
    The Health Record Suite provides a secure, personal health
    record for self-reported and imported, professionally sourced
    health information, and prompts employees and plan members with
    secure, personalized health alerts describing potential care or
    medication issues. WebMD ID-enabled provider access encourages
    communication with providers to reduce errors or duplications
    and to improve outcomes.        
    reduced benefits administration, communication, and customer
    service costs;
    more efficient coordination of messaging through the use of
    integrated member profiles;
    increased tax savings through increased employee participation
    in Flexible Spending Accounts or 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; and
    enhanced health risk stratification that assists employers and
    health plans in selecting health management programs that are
    appropriate to the needs of their unique populations.    
    increased tax savings through increased participation in
    Flexible Spending Accounts;
    reduced benefit costs through more informed choice of benefit
    plan options and more informed use of the chosen benefit plan;
    improved health outcomes and population risk reduction, through
    more informed choices of providers and treatments and behavior
    modification intervention; and
    improved understanding and management of health conditions
    through access to support tools and educational information. 14




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Relationships
    with Customers
    The WebMD Health
    Network The WebMD Health Networks
  Relationship
    with Fidelity Human Resources Services Company LLC
  ®
      Sales
    and Marketing
    Technological
    Infrastructure
   15




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User
    Privacy and Trust
  General.
  
    URAC.  WebMD was awarded
    e-Health
    accreditation from URAC, an independent accrediting body that
    has reviewed and approved the WebMD.comsite and
    WebMDs private portal deployment of WebMD Personal
    Health Managerfor compliance with its more than 53 quality
    and ethics standards.
    TRUSTe.  WebMD is a licensee of the TRUSTe
    Privacy Program. TRUSTe is an independent, non-profit
    organization whose goal is to build users trust and
    confidence in the Internet. In January 2005, a panel of privacy
    experts from the Ponemon Institute, sponsored by TRUSTe, ranked
    WebMD among the ten most trusted companies in America for
    privacy based on its WebMD.comsite and WebMD Personal
    Health Manager.In March 2007, WebMD was again ranked among
    the most trusted companies in America for privacy by the
    TRUSTe-sponsored privacy panel.
    Health on the Net Foundation.  The
    WebMD.com, eMedicine.com, eMedicineHealth.com,
    MedicineNet.comand Subimo.comsites and WebMD
    Personal Health Managercomply with the principles of the
    HON Code of Conduct established by the Health on the Net
    Foundation.  Privacy Policies.
  Publishing
    and Other Services
    
    The Little Blue Book.The WebMD
    Little Blue Bookis a physician directory published annually
    in 146 distinct geographic editions, and contains practice
    information on an aggregate of more than 400,000 physicians.
    Physicians utilize The WebMD Little Blue Bookfor local
    and up-to-date physician, pharmacy and hospital contact
    information. Physicians are listed free of charge in their local
    area edition, along with their specialties, HMO affiliations,
    office addresses and telephone numbers. WebMD also uses the
    information used to produce The WebMD Little Blue Bookto
    generate both online and offline directory and information
    products.
    WebMD the Magazine.  WebMD launched
    WebMD the Magazinein April 2005 with an initial
    distribution of 1,000,000 copies. WebMD the Magazineis a
    full size, consumer publication delivered free of charge to
    approximately 85% of prescribing physicians offices in the
    United States. The editorial format of WebMD the Magazineis specifically designed for the physicians waiting
    room. Its 16




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editorial features and highly interactive format of assessments,
    quizzes and questions are designed to inform consumers about
    important health and wellness topics. Its distribution allows
    sponsors to extend their advertising reach and to deliver their
    message when consumers are actively engaged in the healthcare
    process, and allows WebMD to extend its brand into offline
    channels and attract incremental advertising dollars.  The WebMD Little Blue Book WebMD the Magazine
  Sale of ACP Medicine and ACS
    Surgery.
  Competition
    Public Portals.
  
    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. 17




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Private Portals.
  
    providers of health and benefits decision-support tools, such as
    Hewitt Associates LLP;
    wellness and disease management vendors, including Mayo
    Foundation for Medical Education and Research, Staywell
    Productions/MediMedia USA, Inc., Healthways Health Dialog and
    Matria Healthcare;
    suppliers of personal health record applications, including
    Medem, CapMed, Epic Systems and a variety of other vendors;
    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., Consumer Health
    Interactive and Harris HealthTrends, which is owned by
    Healthways, Inc.; and
    health information services and health management offerings of
    health plans and their affiliates, including those of Humana,
    Aetna and United Healthcare.  Offline
    Publications
  WebMD the Magazine The WebMD Little
    Blue Book
      ViPS
  Introduction
      Government
    Solutions
  Overview.
  Projects for CMS.
 18




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
    ViPS Medicare System (VMS).  This CMS system is
    used by the four Durable Medical Equipment Medicare
    Administrative Contractors to manage and process all claims for
    durable medical equipment, prosthetics, orthotics and supplies
    across the nation.
    Retiree Drug Subsidy (RDS) Provisions of the
    MMA.  Under the MMA, employers are eligible for a
    financial subsidy from Medicare if they keep retiree
    beneficiaries on their prescription drug plan rather than have
    them move to the new Medicare prescription drug benefit. ViPS,
    acting as the prime contractor to the government, engaged Group
    Health Incorporated (GHI), Pinnacle Business Solutions and
    Northrop Grumman Corporation as subcontractors to engage in
    systems development for this project, as well as processing
    enrollment applications and payment requests, issuing payments
    and remittance advices to eligible employers, providing a call
    center, conducting outreach activities, performing fraud
    analysis and offering related training.
    Drug Data Processing System.  The Drug Data
    Processing System is a system implemented on January 1,
    2006 for the Medicare Prescription Drug Benefit program. As the
    prime contractor on this project, ViPS was responsible for
    developing a system to receive, validate and store Medicare
    prescription drug claim data related to the Medicare
    prescription drug benefit. The system receives and validates
    Medicare prescription drug claim data, populates a data
    warehouse, and interfaces with numerous other systems. The
    resulting drug data warehouse is used to analyze program
    performance and perform payment reconciliation. The scope of
    ViPS work was expanded in July 2005 to include development
    of a parallel solution using Teradata technology as the core
    platform for future CMS data warehouse solutions.
    Customer Support for Medicare Modernization
    (CSMM).  Under the CSMM project, ViPS is
    responsible for helping the various Part D Plans interface
    with CMS to provide the new Medicare prescription drug benefit.
    These activities include facilitating data center connectivity
    and access privileges, facilitating testing between the Plans
    and CMS and supporting a wide variety of ad hoc reporting for
    CMS. ViPS established the CSMM Technical Help Desk and an
    informational Web site. This has been identified by CMS as a
    critical initiative for the Part D program.
    Centralized Medicare Beneficiary Eligibility Transaction
    System.  This system gives healthcare providers
    and other submitters, network service providers and
    clearinghouses access to Medicare beneficiary eligibility
    information. As the prime contractor, ViPS is providing overall
    program management and conducting independent testing of the
    systems and subcontracting with EBS for help desk support and
    Northrop Grumman Corporation for IT security.
    Medicare Beneficiary Database Suite of
    Systems.  This system consists of a centralized
    repository for Medicare beneficiary entitlement, eligibility and
    demographic data that is critical to a host of dependent systems
    supporting the Medicare programs including the new Medicare
    prescription drug benefit. ViPS, working as a subcontractor to
    Northrop Grumman, designed, developed and continues to support
    this system.
    Coordination of Benefits (COB).  COB, as a key
    CMS function, includes an expanded scope to collect Part D
    COB data. The COB contract established, as a centralized
    operation under a single contractor, the performance of all
    activities that support the collection, management and reporting
    of other insurance coverage of Medicare beneficiaries. ViPS, as
    a subcontractor to Group Health Incorporated (GHI), developed,
    implemented and currently maintains the multiple subsystems that
    collectively are responsible for processing these COB functions.
    National Provider Identifier (NPI) Crosswalk
    System.  Prior to the implementation of the NPI,
    providers used any number of identifiers to submit claims,
    including identifiers for Part A, Part B and Durable
    Medical Equipment Resource Center systems, as well as
    identifiers for the National Council for Prescription Drug
    Programs and Unique Physician Identification Number, or UPIN.
    With CMS NPI initiative, these multiple identifiers were
    replaced with a single identifier, and healthcare providers are 19




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in the process of beginning to submit claims using their NPI
    rather than their legacy identifiers. In order to support the
    transition to NPIs, CMS required a system to map the legacy
    provider identifiers to the single NPI identifier. ViPS,
    partnered with Maricom Systems Incorporated, designed and
    implemented the mapping system and continues to support the NPI
    Crosswalk system.  
    Medicare Secondary Payer Recovery Contractor
    (MSPRC).  The MSPRC contract established, as a
    centralized operation under a single contractor, the performance
    of all Medicare secondary payer, or MSP, recovery activities.
    ViPS, as the technical partner to Chickasaw Nation Industries,
    currently maintains the multiple subsystems that collectively
    are responsible for processing the MSP recovery functions.    ESD.
  HealthPayer
    Solutions
  Overview of Products and
    Services. ® time-and-materials
  
    MCSourcetm.  MCSource
    is a medical management decision-support system that consists of
    an integrated suite of analytical and Web-based applications
    designed to give health plans the ability to address critical
    issues such as medical cost and utilization, provider profiling,
    disease management, program evaluation, quality improvement and
    medical review. MCSource enables healthcare organizations to
    make strategic medical and administrative cost-related decisions
    by leveraging disparate medical, pharmaceutical and demographic
    data and by creating a dynamic analytical reporting environment.
    MCSource also allows health plans to track and compare the
    performance of providers, employers, business lines and other
    segments and sectors and to project healthcare costs.
    MCSources foundation is a data warehouse that can store
    all types of administrative healthcare information. MCSource is
    designed to support the complexities and usage volumes of large,
    information-driven health plans and has been deployed to more
    than 20 customers, including the Blue Cross Blue Shield Federal
    Employee Program (FEP), where it is used to manage a data
    warehouse covering 20




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approximately four million lives and five years of
    member data. The MCSource data model and related warehouse are
    currently being used as the base technology for Blue Health
    Intelligence®,
    a multi-plan data warehouse that ViPS HealthPayer Solutions has
    implemented for the Blue Cross Blue Shield Association. See
     BHI below.  
    MedMeasures.  MedMeasuresis a National
    Committee for Quality Assurance-certified
    HEDIS®
    compliance and reporting solution.
    HEDIS®
    (Health Plan Employer Data and Information Set) is a set of
    standardized measures, updated annually, that are used by
    managed healthcare plans to measure, among other things, quality
    of care and service. HEDIS data, along with other accreditation
    information, is used by employers, consultants and consumers to
    help them evaluate and select health plans. MedMeasuressupports HEDIS compliance reporting for health plans that
    use HEDIS results to make improvements in their quality of care
    and service.
    SourceMDtm(formerly known as PrismMD).  SourceMDis a
    data-driven, payer/physician collaborative application for
    physician performance measurement. SourceMDreports
    quality and efficiency metrics to support health plan
    administrators in managing multiple incentive programs,
    including pay-for-performance programs and tiered networks.
    SourceMDalso includes a sophisticated notification
    system to deliver feedback to physicians and health plan medical
    directors about physician practice, empowering them to make
    informed care decisions.
    STARStm.  STARS
    provides data analysis, reporting and workflow tools that
    support fraud detection, investigation, documentation and
    prosecution. STARS provides cross-matching of services among
    different claim types to expose incongruities in billing and
    treatment patterns and enables analysts to customize queries to
    detect abnormal utilization, billing practices, procedure
    coding, diagnosis coding, referral patterns and provider
    identification.
    STARSentineltm.  STARSentinelis an early-warning fraud detection application that looks
    at health plan data and evaluates claims against providers
    claims histories, specialty profiles and common, documented
    fraud schemes. By calling early attention to questionable
    patterns, STARSentinel helps prioritize cases and helps
    health plans use their resources efficiently. Medical directors
    can also use STARSentinel to identify circumstances of
    mis-utilization or over-utilization that are likely to put
    patients at risk or do not fully adhere to an
    organizations clinical guidelines.  Data Aggregation Projects.
  
    BHI.  In 2005, the Blue Cross Blue Shield
    Association, or BCBSA, selected ViPS, in partnership with
    Computer Sciences Corporation, to design, develop and implement
    Blue Health
    Intelligence®,
    or BHI, a multi-plan data warehouse based on ViPS
    proprietary MCSourcedata model. BHI is part of the Blue
    Cross and Blue Shield companies commitment to
    evidence-based care. BHI lets participating Blue Cross Blue
    Shield Plans capture and access clinical data derived from
    patient care to enhance best practices, reduce costs and improve
    patient safety. The BHI data warehouse currently stores clinical
    records for 20 participating plans and approximately
    79 million people. Expandable to house records for up to
    100 million people, we believe this is one of the largest
    data warehouses in the U.S. healthcare market.
    BQI Project for MHQP.  Massachusetts Health
    Quality Partners (MHQP) is a non-profit collaboration among
    physicians, hospitals, health plans, consumers, purchasers and
    government agencies working together to promote improvement in
    the quality of healthcare services in Massachusetts. The project
    that ViPS is working on for MHQP is part of a CMS initiative
    known as Better Quality Information for Medicare Beneficiaries
    (BQI), and is intended to be used to evaluate physician
    performance based on specified quality measures by aggregating
    commercial, Medicare and, potentially, Medicaid claims data and
    analyzing the data using ViPS proprietary SourceMD
    performance measurement software. CMS is implementing this pilot
    project through six regional collaboratives, including MHQP.
    Working with MHQP, ViPS gathered data from MHQPs member
    health plans, including both CMS-managed plans and private
    insurers, representing a total of approximately seven million
    covered lives. ViPS cleansed 21




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and integrated patient experience data, including claims,
    provider and member information. Quality measurement results are
    currently in the process of being implemented.  Competition
  Government
    Solutions
  Inc./CGI-AMS; Inc./CGI-AMS;
  HealthPayer
    Solutions
    POREX
  Introduction
      Porex
    Products
  Porous Plastics.
 22




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
    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.
    Unlike the direct passages in woven synthetic materials and
    metal screens, the pores in porous plastics join to form many
    tortuous paths. Examples of these applications 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 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.    Other Porous Media. ®
  Markets for Our Porous Plastic
    Products.
  
    Healthcare Products.  We manufacture 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. We
    also manufacture components for diagnostic devices sold over the
    counter for home use. We also make porous plastic components
    that are used as barrier materials for several laboratory
    products, including pipette tip filters. We also manufacture
    blood serum filters as a finished medical device for use in
    laboratory applications.
    Surgical Products.  We also use proprietary
    porous plastic technology to produce
    MEDPOR®
    Biomaterial implantable products for use in reconstructive and
    aesthetic surgery of the head and face. Their porous structure
    allows in-growth of the patients tissue and capillary
    blood vessels. 23




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
    Consumer Products.  Our porous plastics are
    used in a variety of office and home products. These products
    include writing instrument tips, or nibs, which we supply 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. Our porous
    plastic components are also found in products such as air
    fresheners, power tool dust canisters and computer printers. We
    also produce a variety of porous plastic water filters used to
    improve the taste and safety of drinking water.
    Industrial Products.  We manufacture 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.
    Operating Room Products.  We also produce
    two product lines for the operating room supplies market:
    surgical markers and surgical drainage systems.  Raw
    Materials
    Marketing
      Competition
  ®
 24




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EMPLOYEES
    DEVELOPMENT
    AND ENGINEERING
      INTELLECTUAL
    PROPERTY
         25




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Porex
    Corporation v. Kleanthis Dean Haldopoulos, Benjamin T.
    Hirokawa and Micropore Plastics, Inc.
 26




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GOVERNMENT
    REGULATION
  Introduction
  General.
  Regulation of Healthcare and Related Products and
    Services.
  
    to increase governmental involvement in healthcare;
    to lower reimbursement rates;
    to regulate or to change the regulation of specific types of
    products and services
    and/or
    marketing and promotional activities regarding such products and
    services;
    to encourage adoption of certain types of information technology
    products and services by certain healthcare industry
    participants; or
    to make other changes to the environment in which all or some
    healthcare industry participants operate.      Other Regulation.
  Regulation
    of Drug and Medical Device Advertising and Promotion
   27




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Drug and Medical Device
    Advertising.
     28




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®
      and/or and/or and/or
  Continuing Medical
    Education.
 29




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
    discouraging supporters from providing grants for independent
    educational activities;
    slowing the rate of supporters internal approval for such
    grants; and
    requiring Medscape to modify its approach to developing and
    implementing independent educational programs.   30




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Medical
    Professional Regulation
    Regulation
    of Healthcare Relationships
  Anti-Kickback Laws.
      Regulation
    of Medical Devices
  Overview.
 31




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Access to U.S. Market. and/or
  
    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. If the FDA disagrees with that
    decision, the agency may retroactively require the manufacturer
    to seek 510(k) clearance or PMA approval. The FDA also can
    require the manufacturer to cease marketing
    and/or
    recall the modified device until 510(k) clearance or PMA
    approval is obtained. The FDA may not approve or clear our
    future products for the indications that are necessary or
    desirable for successful commercialization. Indeed, the FDA may
    refuse our requests for 510(k) clearance or premarket approval
    of new products, new intended uses or modifications to existing
    products. Failure to receive clearance or approval for our new
    products would have an adverse effect on our ability to expand
    our 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 which affects the safety
    or effectiveness of the device. If a PMA is needed for any of
    our future products, the FDA may not approve those products for
    the indications that are necessary or desirable for successful
    commercialization. The FDA also may refuse our requests for
    premarket approval of new products, new intended uses or
    modifications to existing products. Failure to receive PMA
    approval for our new products would have an adverse effect on
    our ability to expand our business. 32




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
    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.
  International.
  Health
    Insurance Portability and Accountability Act of 1996
  Background.
   33




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Privacy Standards.
  Security Standards. and/or
  Other
    Restrictions Regarding Confidentiality and Privacy of Health
    Information
      Regulation
    of Wellness Incentive Programs
    Bulletin No. 2007-04 2007-04) 2007-04
 34




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##### Table of Contents



2007-04,
  Consumer
    Protection Regulation
  General.
  CAN-SPAM Act. e-newsletters e-newsletters
  Regulation of Advertisements Sent by
    Fax.
       35




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Little Blue Book
  COPPA. WebMD Health,
  Regulation of Contests and
    Sweepstakes.
  FACTA.
  Data Protection Regulation. and/or
  Other Consumer Protection
    Regulation.
   36




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International
    Regulation of Online Health Information Services
  The WebMD Health Network non-U.S. users;
   37




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Item 1A.
    Risk
    Factors      Risks
    Related to WebMD
  If
    WebMD is unable to provide content and services that attract and
    retain users to The WebMD Health Network on a consistent basis,
    its advertising and sponsorship revenue could be
    reduced
  The WebMD Health Network
  
    its ability to hire and retain qualified authors, journalists
    and independent writers;
    its ability to license quality content from third
    parties; and
    its 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 WebMDs 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
 38




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WebMD
    faces significant competition for its products and
    services
    
    WebMDs public portals face competition from numerous other
    companies, both in attracting users and in generating revenue
    from advertisers and sponsors. WebMD competes for users with
    online services and Web sites that provide health-related
    information, including commercial sites as well as public sector
    and not-for-profit sites. WebMD competes 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.
    WebMDs private portals compete with: providers of
    healthcare decision-support tools and online health management
    applications; wellness and disease management vendors; and
    health information services and health management offerings of
    healthcare benefits companies and their affiliates.
    WebMDs 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 WebMD has, and also compete with
    online information sources.    Failure
    to maintain and enhance the WebMD brand could have a
    material adverse effect on WebMDs business
    WebMDs
    online businesses have a limited operating history
  and/or
 39




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WebMDs
    success depends, in part, on its attracting and retaining
    qualified executives and employees
    If
    WebMD is unable to provide healthcare content for its offline
    publications that attracts and retains users, its revenue will
    be reduced
  The
    Little Blue Book, The Little Blue Book, The Little
    Blue Book
  WebMD the Magazine WebMD the Magazine
  The
    timing of WebMDs advertising and sponsorship revenue may
    vary significantly from quarter to quarter
      
    the timing of FDA approval for new products or for new approved
    uses for existing products;
    the timing of FDA approval of generic products that compete with
    existing brand name products;
    the timing of withdrawals of products from the market;
    seasonal factors relating to the prevalence of specific health
    conditions and other seasonal factors that may affect the timing
    of promotional campaigns for specific products; and
    the scheduling of conferences for physicians and other
    healthcare professionals.  Lengthy
    sales and implementation cycles for WebMDs private online
    portals make it difficult to forecast revenues from these
    applications and may have an adverse impact on that
    business
   40




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WebMDs
    ability to provide comparative information on hospital cost and
    quality depends on its ability to obtain the required data on a
    timely basis and, if it is unable to do so, its private portal
    services would be less attractive to clients
    WebMDs
    ability to renew existing licenses with employers and health
    plans will depend, in part, on WebMDs ability to continue
    to increase usage of our private portal services by their
    employees and plan members
    WebMD
    may be unsuccessful in its efforts to increase advertising and
    sponsorship revenue from consumer products
    companies
   41




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##### Table of Contents



WebMD
    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
      Any
    service interruption or failure in the systems that WebMD uses
    to provide online services could harm WebMDs
    business
  third-party
  
    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 interruptions.   42




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WebMDs
    online services are dependent on the development and maintenance
    of the Internet infrastructure
      Implementation
    of additions to or changes in hardware and software platforms
    used to deliver WebMDs online services may result in
    performance problems and may not provide the additional
    functionality that was expected
    If the
    systems WebMD uses to provide online portals experience security
    breaches or are otherwise perceived to be insecure, WebMDs
    business could suffer
   43




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WebMD
    faces potential liability related to the privacy and security of
    personal information it collects from or on behalf of users of
    its services
      Failure
    to comply with regulations related to advertising and promotion
    may result in enforcement action and loss of
    sponsorship
  The WebMD Health Network The WebMD Health Network WebMD the Magazine and/or
 44




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Failure
    to maintain its CME accreditation could adversely affect
    WebMDs ability to provide online CME
    offerings
        Government
    regulation and industry initiatives could adversely affect the
    volume of sponsored online CME programs implemented through
    WebMDs Web sites or require changes to how WebMD offers
    CME
  and/or
   45




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
    may discourage pharmaceutical companies from providing grants
    for independent educational activities;
    may slow their internal approval for such grants;
    may reduce the volume of sponsored educational programs that
    Medscape produces to levels that are lower than in the past,
    thereby reducing revenue; and
    may require Medscape to make changes to how it offers or
    provides educational programs, including CME.      Risks
    Related to ViPS
  ViPS
    is heavily dependent on CMS contract programs as its primary
    source of revenue and, if ViPS relationship with CMS were
    harmed, ViPS financial results could be materially
    adversely affected
  and/or
    ViPS
    depends on being retained as a subcontractor by other CMS
    contractors for a significant portion of its revenues and, if
    ViPS reputation or relationships with CMS or such
    contractors were harmed, ViPS financial results would be
    adversely affected
   46




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CMS
    may modify, curtail or terminate contracts prior to their
    completion and, if ViPS does not replace them, its financial
    results may suffer
    Procurement
    rules and regulations applicable to CMS contracts may be costly
    to comply with and failure to comply may result in termination
    of those contracts or other penalties
    
    the Federal Acquisition Regulation and supplements, which
    regulate the formation, administration and performance of
    U.S. Government contracts;
    the Truth in Negotiations Act, which requires certification and
    disclosure of cost and pricing data in connection with contract
    negotiations; and
    the Cost Accounting Standards, which impose accounting
    requirements that govern ViPS right to reimbursement under
    certain cost-based government contracts.      Risks Applicable to Our
    Entire Company and to Ownership of Our Securities 
    Contractual relationships with governmental customers may impose
    special burdens and additional risks on us that are not
    generally found in contracts with other customers
  ViPS
    is subject to routine audits and cost adjustments by the U.S.
    government, which, if resolved unfavorably to ViPS, could
    adversely affect its profitability
   47




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Changes
    in government regulations or practices could adversely affect
    ViPS financial results
  and/or
  If
    subcontractors with which ViPS works fail to satisfy their
    obligations to ViPS or to the customers, ViPS reputation
    and financial results could be adversely affected
  agreed-upon
  If
    ViPS systems experience security breaches or are otherwise
    perceived to be insecure, its business could
    suffer
    Lengthy
    sales, installation and implementation cycles for some ViPS
    applications may result in unanticipated fluctuations in its
    revenues
   48




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##### Table of Contents



ViPS
    could be subject to breach of warranty, product liability or
    other claims if software or services it provides contain errors
    or do not meet contractual performance standards
      ViPS
    HealthPayer Solutions Group depends on Blue Cross Blue Shield
    Plans and the Blue Cross Blue Shield Association for a
    significant portion of its revenue and, if its reputation or
    relationship with the BCBS business community were harmed, that
    business would be adversely affected
    In
    order to attract and retain customers, ViPS HealthPayer
    Solutions Group must develop and implement new and updated
    software products
    and/or
 49




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ViPS
    faces significant competition for its services
  Inc./CGI-AMS;
    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 its 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; 50




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##### Table of Contents




    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.    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
   51




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##### Table of Contents



The
    nature of Porexs products exposes it to product liability
    claims that may not be adequately covered by indemnity
    agreements or insurance
  and/or
    Porexs
    manufacturing of medical devices is subject to extensive
    regulation by the U.S. Food and Drug Administration and its
    failure to meet strict regulatory requirements could require it
    to pay fines, incur other costs or close
    facilities.
   52




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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
    Related to Providing Products and Services to the Healthcare
    Industry
  Developments
    in the healthcare industry and its funding could adversely
    affect our businesses
    
    government regulation or private initiatives that affect the
    manner in which healthcare providers interact with patients,
    payers or other healthcare industry participants, including
    changes in pricing or means of delivery of healthcare products
    and services;
    consolidation of healthcare industry participants;
    reductions in governmental funding for healthcare or in tax
    benefits applicable to healthcare expenditures; and
    adverse changes in business or economic conditions affecting
    healthcare payers or providers, pharmaceutical companies,
    medical device manufacturers or other healthcare industry
    participants. 53




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##### Table of Contents




    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 companies
    or medical device manufacturers, including as a result of
    governmental regulation or private initiatives that discourage
    or prohibit promotional activities by pharmaceutical or medical
    device companies.      Government
    regulation of healthcare creates risks and challenges with
    respect to our compliance efforts and business
    strategies
    
    because WebMDs public portals business involves
    advertising and promotion of prescription and over-the-counter
    drugs and medical devices, any increase in regulation of these
    areas could make it more difficult for WebMD to contract for
    sponsorships and advertising;
    because WebMD is the leading distributor of online CME to
    healthcare professionals, any failure to maintain its status as
    an accredited CME provider or any change in government
    regulation of CME or in industry practices could adversely
    affect WebMDs business;
    because Porex manufactures medical devices for implantation, it
    is subject to extensive FDA regulation, as well as foreign
    regulatory requirements;
    because we provide products and services to healthcare
    providers, our sales and promotional practices must comply with
    federal and state anti-kickback laws; and
    in providing health information to consumers, we must not engage
    in activities that could be deemed to be practicing medicine and
    a violation of applicable laws.   54




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Risks
    Applicable to Our Entire Company and to Ownership of Our
    Securities
  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
    Recent
    and pending management changes may disrupt our operations and
    our ability to recruit and retain other personnel
   55




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##### Table of Contents



Contractual
    relationships with governmental customers may impose special
    burdens and additional risks on us that are not generally found
    in contracts with other customers
    
    termination when appropriated funding for the current fiscal
    year is exhausted;
    termination for the governmental customers convenience,
    subject to a negotiated settlement for costs incurred and profit
    on work completed, along with the right to place contracts out
    for bid before the full contract term, as well as the right to
    make unilateral changes in contract requirements, subject to
    negotiated price adjustments;
    most-favored customer price disclosure requirements
    and/or
    requirements to submit proprietary cost or pricing data (both
    such disclosure requirements being designed to ensure that the
    government will receive contract pricing that is fair and
    reasonable);
    commercial customer price tracking requirements that require
    contractors to monitor pricing offered to a specified class of
    customers and to extend price reductions offered to that class
    of customers to the government;
    reporting and compliance requirements related to, among other
    things: conflicts of interest, equal employment opportunity,
    affirmative action for veterans and for workers with
    disabilities, accessibility for the disabled, product origin and
    small business subcontracting;
    broader audit rights than we would usually grant to
    non-governmental customers; and
    specialized remedies for breach and default, including setoff
    rights, retroactive price adjustments, and civil or criminal
    fraud penalties, as well as mandatory administrative dispute
    resolution procedures instead of state contract law remedies.  and/or
  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 selling products or
    services
   56




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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; and
    proceeds from the issuance of additional common stock, preferred
    stock, convertible debt or other securities.    
    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.    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; 57




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
    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
    would incur significant additional non-cash interest expense
    upon the adoption of FASB Staff Position No. APB
    14-a,
    Accounting for Convertible Debt Instruments that May be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement)
  14-a, 14-a
  We may
    not be able to raise additional funds when needed for our
    business or to exploit opportunities
    We
    depend on EBS to provide us with certain services required by us
    for the operation of our business
    agreed-upon
 58




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Negative
    conditions in the market for certain investments may result in
    us incurring a loss on such investments and may reduce the
    consideration payable to HLTH stockholders in the WHC
    Merger
    and/or
    The
    WHC Merger will result in a substantial increase in the number
    of shares of WHC Common Stock available for trading, which could
    depress the price of such stock and/or increase the volatility
    of the price of such stock, both before and after completion of
    the WHC Merger
    
    whether holders of options to purchase HLTH Common Stock
    exercise those options and the timing of such exercises; and
    whether holders of convertible notes issued by HLTH convert
    those notes and the timing of any such conversions.    The
    WHC Merger is subject to closing conditions that, if not
    satisfied or waived, will result in the WHC Merger not being
    completed, which may cause the market price of HLTH Common Stock
    to decline
   59




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##### Table of Contents



Our
    decision to sell ViPS and Porex may have a negative impact on
    those businesses
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties            Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   60




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##### 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


Low2006First quarter

$
11.18


$
8.32Second quarter


12.44



10.41Third quarter


12.60



11.45Fourth quarter


12.78



11.372007First quarter

$
16.23


$
12.28Second quarter


16.56



13.72Third quarter


15.25



12.56Fourth quarter


16.39



12.93     
    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;
    developments relating to the WHC Merger;
    developments relating to the divestitures of ViPS and Porex;
    announcements of new technologies, 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 and WHCs
    Class A Common Stock;
    changes in market conditions in the healthcare, information
    technology, Internet or plastic industries;
    changes in general economic conditions; and
    fluctuations in the securities markets in general.   61




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Holders
    Dividends
    Repurchases
    of Equity Securities During the Fourth Quarter of 2007
    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)


Paid per Share


Programs


Programs(2)10/01/07-10/31/07


75,296


$
11.80






$
41,553,12011/01/07-11/30/07


15,998



13.92







41,553,12012/01/07-12/31/07


11,026



13.57







41,553,120Total


102,320


$
12.33






$
41,553,120     (1)
    
    Represents 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)
    
    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 15 to
    the Consolidated Financial Statements included in this Annual
    Report. 62




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##### Table of Contents



Performance
    Graph
    Form 10-K
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    HLTH Corporation, The NASDAQ Composite Index,
    The RDG Internet Composite Index And A Peer Group
  
  *
    
    $100 invested on 12/31/02 in stock or index-including
    reinvestment of dividends.
    Fiscal year ending December 31. 63




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended December 31,2007


2006(1)(2)(3)


2005


2004


2003(4)(In thousands, except per share data)Consolidated Statements of Operations Data:Revenue

$
527,115


$
1,093,503


$
1,021,447


$
913,059


$
701,934Costs and expenses:Cost of operations


212,555



619,046



590,792



531,053



413,389Development and engineering


18,055



33,649



35,653



33,141



24,774Sales, marketing, general and administrative


234,633



288,015



254,887



244,516



208,185Depreciation and amortization


46,023



61,968



60,900



48,704



51,475Interest income


42,035



32,339



21,527



18,716



22,855Interest expense


18,519



18,779



16,322



19,251



15,201Gain on 2006 EBS Sale


399



352,297











Other income (expense), net


3,064



(4,252
)


(27,965
)


(13,308
)


1,918Income from continuing operations before income tax (benefit)
    provision


42,828



452,430



56,455



41,802



13,683Income tax (benefit) provision


(13,598
)


52,316



3,295



6,946



5,105Minority interest in WHC


10,667



405



775







Equity in earnings of EBS Master LLC


28,566



763











Income from continuing operations


74,325



400,472



52,385



34,856



8,578(Loss) income from discontinued operations, net of tax


(54,446
)


371,445



16,426



1,755



(27,000
)Net income (loss)

$
19,879


$
771,917


$
68,811


$
36,611


$
(18,422
)Basic income (loss) per common share:Income from continuing operations

$
0.42


$
1.44


$
0.15


$
0.11


$
0.03(Loss) income from discontinued operations


(0.31
)


1.33



0.05



0.00



(0.09
)Net income (loss)

$
0.11


$
2.77


$
0.20


$
0.11


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

$
0.38


$
1.26


$
0.15


$
0.10


$
0.03(Loss) income from discontinued operations


(0.26
)


1.12



0.05



0.01



(0.09
)Net income (loss)

$
0.12


$
2.38


$
0.20


$
0.11


$
(0.06
)Weighted-average shares outstanding used in computing income
    (loss) per common share:Basic


179,330



279,234



341,747



320,080



304,858Diluted


211,505



331,642



352,852



333,343



325,811   64




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##### Table of Contents



As of
    December 31,2007


2006(1)(2)


2005


2004


2003(4)(In thousands)Consolidated Balance Sheets Data:Cash, cash equivalents and short-term investments

$
827,737


$
648,831


$
423,003


$
101,655


$
266,097Long-term marketable equity securities


2,383



2,633



4,430



515,838



456,034Working capital (excluding assets and liabilities of
    discontinued operations)


879,679



639,984



415,493



64,039



207,273Total assets


1,610,565



1,451,943



2,195,683



2,292,234



2,129,642Convertible subordinated notes


650,000



650,000



650,000



649,999



649,999Minority interest in WHC


131,353



101,860



43,096







Convertible redeemable exchangeable preferred stock






98,768



98,533



98,299



Stockholders equity


599,777



372,527



1,061,233



1,214,876



1,171,980     (1)
    
    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, 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 include 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.(2)
    
    On September 14, 2006, we
    completed the sale of the Emdeon Practice Services segment.
    Accordingly, the following 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.(3)
    
    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 during
    2006. See Results of Operations included in Item 7.
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations.(4)
    
    On August 1, 2003, we
    completed the sale of two operating units of our Porex segment.
    Accordingly, the following selected consolidated financial data
    has been reclassified to reflect the historical results of these
    two operating units as discontinued operations for the year
    ended December 31, 2003. 65




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##### 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, a brief discussion of our operating
    segments, a description of significant developments, a summary
    of the acquisitions we completed during the last three years and
    background information on certain trends, strategies and a
    discussion on how our business is impacted by seasonality.
    Critical Accounting Estimates and
    Policies.  This section discusses those accounting
    policies that both are considered important to our financial
    condition and results of operations, and require 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 1 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 company-wide and a
    segment-by-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, 2007.
    Recent Accounting Pronouncements.  This section
    provides a summary of the most recent authoritative accounting
    standards and guidance that have either been recently adopted or
    may be adopted in the future.    Introduction
       66




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##### Table of Contents



Operating
    Segments
    
    WebMD.  WebMDprovides both public and private
    online portals. WebMDs public portals for consumers enable
    them to obtain detailed information on a particular disease or
    condition, analyze 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.
    WebMDs public portals for physicians and healthcare
    professionals make it easier for them to access clinical
    reference sources, stay abreast of the latest clinical
    information, learn about new treatment options, earn continuing
    medical education (which we refer to as CME) credit and
    communicate with peers. WebMDs private portals enable
    employers and health plans to provide their employees and plan
    members with access to personalized health and benefit
    information and decision-support technology that helps them make
    more informed benefit, provider and treatment choices. In
    addition, WebMD publishes: The Little Blue Book,a
    physician directory; and, since 2005, WebMD the Magazine,a consumer magazine distributed to physician office waiting
    rooms. WebMD 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 also published
    medical reference textbooks until it divested this business on
    December 31, 2007.
    ViPS.  ViPS provides 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. ViPS develops tools for disease management, predictive
    modeling, provider performance,
    HEDIS®
    quality improvement, healthcare fraud detection and financial
    management. Consultants and outsourcing services are also
    provided to assess workflow, perform software maintenance,
    design complex database architectures and perform data analysis
    and analytic reporting functions.
    Porex.  Porex develops, manufactures and
    distributes proprietary porous plastic products and components
    used in healthcare, industrial and consumer applications.
    Porexs healthcare products consist of components used to
    vent or diffuse gases or fluids, including catheter vents,
    self-sealing valves in surgical vacuum canisters, fluid
    filtration components and components for diagnostic devices.
    Porexs consumer products are used in a variety of office
    and home products, including highlighting pens, childrens
    coloring markers, air fresheners, power tool dust canisters,
    computer printers and water filters. Porexs industrial
    products are designed to customer specifications as to size,
    rigidity, porosity and other needs, including automobile battery
    vents, pneumatic silencers and a broad range of filters and
    filtration components. Porex also provides technologically
    advanced sterile surgical products, such 67




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##### Table of Contents



as biomaterial implantable products, used in
    craniofacial/oculoplastic reconstruction and aesthetic/cosmetic
    surgery in hospitals, clinics and private practice surgical
    offices.  
    Corporate.  The Corporate segment provides
    shared services across all of our operating segments. These
    services include executive personnel, accounting, tax, treasury,
    legal, human resources, internal audit, risk management and
    certain information technology functions. Corporate service
    costs include compensation related costs, insurance and audit
    fees, leased property, facilities cost, legal and other
    professional fees, software maintenance and telecommunication
    costs. Additionally, in connection with the 2006 EBS Sale
    and EPS Sale, we entered into transition services
    agreements whereby we provide Sage Software and EBSCo certain
    administrative services, including payroll, accounting,
    purchasing and procurement, tax, and human resource services, as
    well as information technology support. Additionally, EBSCo
    provides 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 are, in turn, used to
    fulfill HLTHs obligations to provide transition services
    to Sage Software. These services are provided through the
    Corporate segment, and the related transition services fee we
    charge to EBSCo and Sage Software, net of the fee we pay to
    EBSCo, is also included in the Corporate segment, which
    approximates the cost of providing these services.
    Emdeon Business Services.  EBS provides
    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 Sale, beginning November 17, 2006, the results
    of EBS are no longer included in the segment results but are
    reflected as an equity investment in our operating results.  Significant
    Developments
  Investment in Auction Rate Securities Backed by Federally
    Guaranteed Student Loans.
  WHC Merger.
 68




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1 8
  Proposed Divestitures of Porex and ViPS.
  Sale of EBSCo.
 69




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Directors & Officers Liability Insurance Coverage
    Litigation. and/or
       70




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##### Table of Contents



and/or
  Indemnification Obligations.
  Acquisitions
    
    On December 15, 2006, through WHC, we acquired Subimo, a
    privately held provider of healthcare decision support
    applications to large employers, health plans and financial
    institutions. The total purchase consideration for Subimo was
    approximately $59,320, comprised of $32,820 in cash paid at
    closing, net of cash acquired, $26,000 of WHC equity and $500 of
    acquisition costs. The $26,000 of WHC equity, equal to
    640,930 shares of WHC Class A Common Stock, will not
    be issued until December 2008, subject to certain conditions.
    While a maximum of 246,508 of these shares may be used to settle
    any outstanding claims or warranties against the sellers, the
    remaining 394,422 of these shares will be issued with certainty.
    Accordingly, we recorded a gain to equity of $11,627, in
    connection with the issuance of these 394,422 WHC shares. 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 segment.
    On September 11, 2006, through WHC, we 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 71




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##### Table of Contents




    On July 18, 2006, through EBS, we acquired IPN, a privately
    held provider of healthcare electronic data interchange
    services. The total purchase consideration for IPN was
    approximately $3,907, comprised of $3,799 in cash, net of cash
    acquired, and $108 of acquisition costs. In addition, we agreed
    to pay up to an additional $3,000 in cash over a two-year period
    beginning in August 2007 if certain financial milestones are
    achieved. The IPN business is part of the EBS businesses that
    were sold on November 16, 2006. Accordingly, the results of
    operations of IPN have been included in our financial
    statements, specifically within our EBS segment, from
    July 18, 2006, the closing date of the acquisition, through
    November 16, 2006, the closing date of the 2006 EBS Sale.
    The obligation to pay up to $3,000 in earn out payments was
    transferred in connection with the 2006 EBS Sale and is no
    longer our obligation.
    On June 13, 2006, through WHC, we 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 $30,191, comprised of
    $29,691 in cash, net of cash acquired, and $500 of acquisition
    costs. In addition, we have agreed to pay up to an additional
    $5,000 in cash in June 2008 if certain financial milestones are
    achieved. 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 segment.
    On January 17, 2006, through WHC, we 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 segment.    
    On December 2, 2005, through WHC, we acquired the assets of
    and assumed certain liabilities of Conceptis, a Montreal-based
    provider of online and offline medical education and promotion
    aimed at physicians and other healthcare professionals. The
    total purchase consideration for Conceptis was approximately
    $19,859, comprised of $19,256 in cash and $603 of acquisition
    costs. The results of operations of Conceptis have been included
    in our financial statements from December 2, 2005, the
    closing date of the acquisition, and are included in the WebMD
    segment.
    On March 14, 2005, through WHC, we acquired HealthShare,
    which provides online tools that compare cost and quality
    measures of hospitals for use by consumers, providers and health
    plans. The total purchase consideration for HealthShare was
    approximately $29,985, comprised of $29,533 in cash, net of cash
    acquired, and $452 of acquisition costs. The results of
    operations of HealthShare have been included in our financial
    statements from March 14, 2005, the closing date of the
    acquisition, and are included in the WebMD segment.  Background
    Information on Certain Trends and Strategies
  Use of the Internet by Consumers and
    Physicians.
 72




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##### Table of Contents



Increased Online Marketing and Education Spending for
    Healthcare Products.
  Changes in Health Plan Design; Health Management
    Initiatives.
  Seasonality
    Critical
    Accounting Estimates and Policies
  Critical
    Accounting Estimates
   73




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##### Table of Contents



Critical
    Accounting Policies
    
    Revenue Our revenue recognition
    policies for each reportable operating segment are as follows:  WebMD.
  ViPS.
  Porex.
  Emdeon Business Services.
 74




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##### Table of Contents




    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 asset using accepted
    valuation techniques, such as discounted cash flow and
    replacement cost models. Our long-lived assets, excluding
    goodwill, are amortized over their estimated useful lives, which
    we 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, whenever
    indicators of impairment are present. We evaluate the carrying
    value of goodwill annually, or whenever indicators of impairment
    are present. We use a discounted cash flow approach to determine
    the fair value of goodwill. There was no impairment of goodwill
    noted as a result of our impairment testing in 2007.
    Investments Our investments, at
    December 31, 2007, consisted principally of money market
    funds and investments in certain ARS. All of our investments
    were classified as available-for-sale and were carried at fair
    value. Unrealized gains and losses associated with
    available-for-sale securities are recorded as a component of
    accumulated other comprehensive income within stockholders
    equity. Realized gains and losses and declines in value
    determined to be other-than-temporary are recorded in the
    consolidated statements of operations. A decline in value is
    deemed to be other-than-temporary if we do not have the intent
    and ability to retain the investment until any anticipated
    recovery in market value. The cost of securities is based on the
    specific identification method.As discussed in more detail above in
     Introduction  Significant
    Developments, during mid-February 2008, auctions for ARS
    investments backed by student loans failed, including auctions
    for the ARS investments we held. The result of a failed auction
    is that these ARS investments continue to bear interest in
    accordance with their terms until the next successful auction;
    however, liquidity will be limited until there is a successful
    auction or until such time as other markets for these ARS
    investments develop. We believe that the underlying credit
    quality of the assets backing its ARS investments have not been
    impacted by the reduced liquidity of these ARS investments. As a
    result of these recent events, we are in the process of
    evaluating the extent of any impairment in our ARS investments
    resulting from the current lack of liquidity; however, we are
    not yet able to quantify the amount of any impairment.
    Sale of Subsidiary Stock Our WHC
    subsidiary issues their 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 2007 and 2006, WHC issued Class A Common
    Stock for the following transactions, which resulted in our
    ownership in WHC decreasing to 84.1% as of December 31,
    2007 from 85.2% as of December 31, 2006:  
    Compensation Related.  During 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 gain of
    $14,492 and $5,152 in 2007 and 2006. We expect to continue to
    record gains in the future related to the future issuances of
    WHC Class A Common Stock in these types of transactions. 75




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##### Table of Contents




    Acquisition of Subimo.  During 2006, WHC
    purchased Subimo for cash and agreed to the future issuance of
    WHC Class A Common Stock (see
     Introduction  Acquisitions
    above for further details) and, accordingly, we recorded a gain
    to equity of $11,627 in connection with the issuance of the
    non-contingent portion of this WHC Class A Common Stock.  
    Equity Investment in EBSCo We
    accounted for our equity investment in EBSCo (which, as
    described above, was sold on February 8, 2008) in
    accordance with Accounting Principles Board (which we refer to
    as APB) Opinion No. 18, The Equity Method of
    Accounting for Investments in Common Stock (which we refer
    to as APB 18), which stipulates that the equity method should be
    used to account for investments whereby an investor has
    the ability to exercise significant influence over
    operating and financial policies of an investee, but does
    not exercise control. APB 18 generally considers an investor to
    have the ability to exercise significant influence when it owns
    20% or more of the voting stock of an investee. We believe that
    our equity investment in EBSCo met these criteria. We assess the
    recoverability of the carrying value of our investment whenever
    events or changes in circumstances indicate a loss in value that
    is other than a temporary decline. Factors indicating a decline
    in value that is deemed to be other-than-temporary include the
    lack of intent and our inability to retain the investment until
    any anticipated recovery in the carrying amount of the
    investment, or the inability of the investment to sustain an
    earnings capacity which would justify the carrying amount. As of
    December 31, 2007, the current fair value of our equity
    investment in EBSCo exceeded its carrying amount of $25,261.
    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 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. 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, 2007,
    approximately $23,480 and $39,840 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 1.2 years and
    1.6 years, related to the HLTH and WHC stock-based
    compensation plans. The total recognition period for the
    remaining unrecognized stock-based compensation expense for both
    the HLTH and WHC stock-based compensation plans is approximately
    four years; however, the majority of this cost will be
    recognized over the next two years, in accordance with our
    vesting provisions.The fair value of each option granted is estimated on the date
    of grant using the Black-Scholes option pricing model. The
    assumptions used in this model are expected dividend yield,
    expected volatility, risk-free interest rate and expected term.
    The expected volatility for stock options to purchase HLTH
    Common Stock is based on implied volatility from traded options
    of HLTH Common Stock combined with historical volatility of HLTH
    Common Stock. Prior to August 1, 2007, the expected
    volatility for stock options to purchase WHC Class A Common
    Stock was based on implied volatility from traded options of
    stock of comparable companies combined with historical stock
    price volatility of comparable companies. Beginning on
    August 1, 2007, expected volatility is based on implied
    volatility from traded options of WHC Class A Common Stock
    combined with historical volatility of WHC Class A Common
    Stock. 76




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##### Table of Contents




    Deferred Taxes Our deferred tax assets
    are comprised primarily of net operating loss carryforwards. At
    December 31, 2007, we had net operating loss carryforwards
    of approximately $1.3 billion, which expire at varying
    dates from 2011 through 2028. These loss carryforwards may be
    used to offset taxable income in future periods, reducing the
    amount of taxes we might otherwise be required to pay. Until the
    quarter ended December 31, 2007, a full valuation allowance
    had been provided against all domestic net deferred taxes,
    except for a deferred tax liability originating from business
    combinations that resulted in tax deductible goodwill, as well
    as a deferred tax liability established in purchase accounting
    that is not expected to reverse prior to the expiration of our
    net operating losses. During the quarter ended December 31,
    2007, after consideration of the relevant positive and negative
    evidence, we reversed a portion of our valuation allowance
    primarily through the tax provision. 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. The valuation allowance also
    excludes the impact of any deferred items related to certain of
    our foreign operations as the realization of the deferred items
    for these operations is likely.
    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. As of December 31, 2007, accrued
    interest and penalties were $978.On January 1, 2007, we adopted Financial Accounting
    Standards Board (which we refer to as FASB) Interpretation
    No. 48, Accounting for Uncertainty in Income
    Taxes (which we refer to as FIN 48), which clarifies
    the accounting for uncertainty in income taxes recognized in the
    financial statements in accordance with SFAS No. 109,
    Accounting for Income Taxes. The interpretation
    prescribes a recognition threshold and measurement attribute for
    the financial statement recognition and measurement of a tax
    position taken or expected to be taken in a tax return. It also
    provides guidance on derecognizing, classification, interest and
    penalties, accounting in interim periods, disclosure and
    transition. Upon adoption, we reduced the existing reserves for
    uncertain income tax positions by $1,475, primarily related to a
    reduction in state income tax matters. This reduction was
    recorded as a cumulative effect adjustment to accumulated
    deficit. In addition, we reduced $5,572 of a deferred tax asset
    and its associated valuation allowance upon adoption of
    FIN 48. 77




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##### Table of Contents



Results
    of Operations
    Years Ended December 31,2007


2006


2005$


%


$


%


$


%Revenue

$
527,115



100.0


$
1,093,503



100.0


$
1,021,447



100.0Costs and expenses:Cost of operations


212,555



40.3



619,046



56.6



590,792



57.8Development and engineering


18,055



3.4



33,649



3.1



35,653



3.5Sales, marketing, general and administrative


234,633



44.6



288,015



26.3



254,887



25.0Depreciation and amortization


46,023



8.7



61,968



5.7



60,900



6.0Interest income


42,035



7.9



32,339



3.0



21,527



2.1Interest expense


18,519



3.5



18,779



1.7



16,322



1.6Gain on 2006 EBS Sale


399



0.1



352,297



32.2







Other income (expense), net


3,064



0.6



(4,252
)


(0.4
)


(27,965
)


(2.7
)Income from continuing operations before income tax (benefit)
    provision


42,828



8.1



452,430



41.4



56,455



5.5Income tax (benefit) provision


(13,598
)


(2.6
)


52,316



4.9



3,295



0.3Minority interest in WHC


10,667



2.0



405







775



0.1Equity in earnings of EBS Master LLC


28,566



5.4



763



0.1







Income from continuing operations


74,325



14.1



400,472



36.6



52,385



5.1(Loss) income from discontinued operations, net of tax


(54,446
)


(10.3
)


371,445



34.0



16,426



1.6Net income

$
19,879



3.8


$
771,917



70.6


$
68,811



6.7   e-detailing WebMD the Magazine,
   78




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##### Table of Contents



print-and-mail
        
    Non-cash stock-based compensation
    expense.  Expense for 2007 and 2006 reflects the
    adoption of SFAS 123R on January 1, 2006, which
    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. Expense for 2005 primarily related to restricted stock
    awards, as well as the amortization of deferred compensation
    related to certain acquisitions in 2000 and stock option
    modifications. The following table summarizes the non-cash
    stock-based compensation expense included in cost of operations,
    development and engineering, and sales, marketing, general and
    administrative expense in 2007, 2006 and 2005:  Years Ended December 31,2007


2006


2005Non-cash stock-based compensation expense included in:Cost of operations

$
5,065


$
11,280


$
Development and engineering


428



993



Sales, marketing, general and administrative


29,210



32,682



4,880Total

$
34,703


$
44,955


$
4,880   
    Non-cash advertising expense.  Expense related
    to the use of WHC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 cost of
    operations when WHC utilizes this advertising inventory in
    conjunction with offline advertising and sponsorship programs
    and is included in sales, marketing, general and administrative
    expense when WHC uses the asset for promotion of WHCs
    brand.  Modification
    to the Classification of Results
   79




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##### Table of Contents



print-and-mail
    2007
    and 2006
    Revenue
    Costs and
    Expenses
  Cost of Operations.
    Development and Engineering.
 80




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##### Table of Contents



Sales, Marketing, General and
    Administrative.
    Depreciation and Amortization.
  Interest Income.
  Interest Expense. 1 8
  Gain on 2006 EBS Sale.
  Other Income (Expense), Net.
 81




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##### Table of Contents



Income Tax (Benefit) Provision.
  Minority Interest in WHC.
  (Loss) Income from Discontinued Operations, Net of
    Tax.
  2006 and 2005
    Revenue
    Costs and
    Expenses
  Cost of Operations.
   82




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##### Table of Contents



WebMD the Magazine
    Development and Engineering.
  Sales, Marketing, General and
    Administrative.
      Depreciation and Amortization.
 83




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##### Table of Contents



Interest Income.
  Interest Expense.
  Gain on 2006 EBS Sale.
  Other Income (Expense), Net. 1 4
  Income Tax (Benefit)Provision.
  Minority Interest in WHC.
  (Loss) Income from Discontinued Operations, Net of
    Tax.
 84




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##### Table of Contents



Results
    of Operations by Operating Segment
  1 4
  Reclassification of Segment Information.
 85




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##### Table of Contents



Years Ended December 31,2007


2006(a)


2005RevenueEmdeon Business Services

$



$
661,090


$
689,305WebMD


331,954



248,776



163,210ViPS


103,083



98,874



90,313Porex


92,581



85,702



79,124Inter-segment eliminations


(503
)


(939
)


(505
)$
527,115


$
1,093,503


$
1,021,447Earnings before interest, taxes, non-cash
    and other itemsEmdeon Business Services

$



$
152,911


$
138,529WebMD


84,697



52,686



27,380ViPS


21,012



20,529



16,913Porex


27,074



24,974



22,524Corporate


(25,111
)


(43,414
)


(49,481
)107,672



207,686



155,865Interest, taxes, non-cash and other itemsDepreciation and amortization


(46,023
)


(61,968
)


(60,900
)Non-cash stock-based compensation


(34,703
)


(44,955
)


(4,880
)Non-cash advertising


(5,264
)


(7,414
)


(10,870
)Interest income


42,035



32,339



21,527Interest expense


(18,519
)


(18,779
)


(16,322
)Income tax benefit (provision)


13,598



(52,316
)


(3,295
)Minority interest in WHC


(10,667
)


(405
)


(775
)Equity in earnings of EBS Master LLC


28,566



763



Gain on 2006 EBS Sale


399



352,297



Other expense, net


(2,769
)


(6,776
)


(27,965
)Income from continuing operations


74,325



400,472



52,385(Loss) income from discontinued operations, net of tax


(54,446
)


371,445



16,426Net income

$
19,879


$
771,917


$
68,811     (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.  2007
    and 2006
    WebMD.
 86




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##### Table of Contents



ViPS.
    Porex.
    Corporate.
  Inter-Segment Eliminations.
  2006
    and 2005
   87




---



##### Table of Contents



Emdeon Business Services.
    WebMD.
    ViPS.
    Porex.
    Corporate.
 88




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##### Table of Contents



Inter-Segment Eliminations.
  Liquidity
    and Capital Resources
  Cash
    Flows
         89




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##### Table of Contents



Outlook
    on Future Liquidity
       90




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##### 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)

$
712,188


$
15,500


$
27,938


$
668,750


$
Leases(b)


64,415



11,063



22,131



16,260



14,961Purchase obligations(c)


7,626



5,439



2,187







Other long term liabilities


456



280



176







Total

$
784,685


$
32,282


$
52,432


$
685,010


$
14,961     (a)
    
    Long-term debt includes our
    31/8% Notes,
    and our 1.75% Convertible Subordinated Notes due 2023,
    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.    Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
     91




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##### Table of Contents



Position 157-b
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Interest
    Rate Sensitivity
      1 8
  Exchange
    Rate Sensitivity
   92




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Financial
    Statements
  Form 10-K. Rule 3-09 Regulation S-X,
  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),
  Item 9B.
    Other
    Information   93




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##### Table of Contents



PART III    Item 10.
    Directors
    and 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   94




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1)-(2)
    Financial Statements and Schedules
  page F-1 Rule 3-09 Regulation S-X,
  (a)(3)
    Exhibits
  page E-1,
 95




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##### 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 29, 2008/s/  Mark
    D. FunstonMark
    D. Funston

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

February 29, 2008/s/  Mark
    J. Adler, M.D.Mark
    J. Adler, M.D.

Director

February 29, 2008/s/  Paul
    A. BrookePaul
    A. Brooke

Director

February 29, 2008/s/  Kevin
    M. CameronKevin
    M. Cameron

Director

February 29, 2008/s/  Neil
    F. DimickNeil
    F. Dimick

Director

February 29, 2008/s/  James
    V. ManningJames
    V. Manning

Director

February 29, 2008/s/  Herman
    SarkowskyHerman
    Sarkowsky

Director

February 29, 2008/s/  Joseph
    E. SmithJoseph
    E. Smith

Director

February 29, 2008  96




---



##### 



HLTH
    Corporation
    Index 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,
    2007 and 2006


F-5Consolidated Statements of Operations for the
    Years Ended December 31, 2007, 2006 and 2005


F-6Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2007, 2006 and
    2005


F-7Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


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 ON
    INTERNAL CONTROL OVER FINANCIAL REPORTING   
               
 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 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
536,879


$
614,691Short-term investments


290,858



34,140Accounts receivable, net of allowance for doubtful accounts of
    $1,399 at December 31, 2007 and $1,296 at December 31,
    2006


116,243



121,608Inventory


11,772



9,922Due from EBS Master LLC


1,224



30,716Prepaid expenses and other current assets


74,794



31,871Total current assets


1,031,770



842,948Marketable equity securities


2,383



2,633Property and equipment, net


74,750



72,040Goodwill


331,859



337,669Intangible assets, net


109,001



129,473Investment in EBS Master LLC


25,261



1,521Other assets


35,541



65,659TOTAL ASSETS

$
1,610,565


$
1,451,943LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
3,280


$
3,996Accrued expenses


61,427



113,175Deferred revenue


87,384



85,793Liabilities of discontinued operations


55,563



1,645Total current liabilities


207,654



204,6091.75% convertible subordinated notes due 2023


350,000



350,00031/8%
    convertible notes due 2025


300,000



300,000Other long-term liabilities


21,781



24,179Minority interest in WHC


131,353



101,860Convertible redeemable exchangeable preferred stock,
    $0.0001 par value; 10,000 shares authorized; no shares
    outstanding at December 31, 2007; 10,000 shares issued
    and outstanding at December 31, 2006






98,768Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 4,990,000 shares
    authorized; no shares outstanding






Common stock, $0.0001 par value; 900,000,000 shares
    authorized; 457,803,361 shares issued at December 31,
    2007; 449,600,747 shares issued at December 31, 2006


46



45Additional paid-in capital


12,479,574



12,290,126Treasury stock, at cost; 275,786,634 shares at
    December 31, 2007; 287,770,823 shares at
    December 31, 2006


(2,564,948
)


(2,585,769
)Accumulated deficit


(9,320,748
)


(9,341,985
)Accumulated other comprehensive income


5,853



10,110Total stockholders equity


599,777



372,527TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
1,610,565


$
1,451,943    F-5




---



##### Table of Contents



HLTH
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
  Years Ended December 31,2007


2006


2005Revenue:Services

$
430,930


$
998,016


$
932,392Products


96,185



95,487



89,055Total revenue


527,115



1,093,503



1,021,447Cost of operations:Services


174,552



578,544



552,695Products


38,003



40,502



38,097Total cost of operations


212,555



619,046



590,792Development and engineering


18,055



33,649



35,653Sales, marketing, general and administrative


234,633



288,015



254,887Depreciation and amortization


46,023



61,968



60,900Interest income


42,035



32,339



21,527Interest expense


18,519



18,779



16,322Gain on 2006 EBS Sale


399



352,297



Other income (expense), net


3,064



(4,252
)


(27,965
)Income from continuing operations before income tax (benefit)
    provision


42,828



452,430



56,455Income tax (benefit) provision


(13,598
)


52,316



3,295Minority interest in WHC


10,667



405



775Equity in earnings of EBS Master LLC


28,566



763



Income from continuing operations


74,325



400,472



52,385(Loss) income from discontinued operations, net of tax


(54,446
)


371,445



16,426Net income

$
19,879


$
771,917


$
68,811Basic income (loss) per common share:Income from continuing operations

$
0.42


$
1.44


$
0.15(Loss) income from discontinued operations


(0.31
)


1.33



0.05Net income

$
0.11


$
2.77


$
0.20Diluted income (loss) per common share:Income from continuing operations

$
0.38


$
1.26


$
0.15(Loss) income from discontinued operations


(0.26
)


1.12



0.05Net income

$
0.12


$
2.38


$
0.20Weighted-average shares outstanding used in computing income
    (loss) per common share:Basic


179,330



279,234



341,747Diluted


211,505



331,642



352,852    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


Income


EquityBalances at January 1, 2005


394,041,320


$
39


$
11,776,911


$
(7,819
)


80,849,495


$
(379,968
)

$
(10,182,244
)

$
7,957


$
1,214,876Net income


























68,811







68,811Net increase in unrealized gains on securities






























2,976



2,976Foreign currency translation adjustment






























(3,326
)


(3,326
)Comprehensive income


































68,461Issuance of common stock for option exercises, ESPP, 401(k) and
    other issuances


11,385,269



1



48,570























48,571Gain on issuance of WHC Class A Common Stock










82,275























82,275Conversion of
    31/4%
    convertible subordinated notes


23,197,650



3



214,014























214,017Accretion of convertible redeemable exchangeable preferred stock


























(234
)






(234
)Deferred stock compensation










2,241



(2,241
)


















Stock-based compensation expense










330



3,451



















3,781Purchase of treasury stock under repurchase program


















2,541,000



(21,246
)










(21,246
)Purchase of treasury stock in tender offer


















66,905,919



(549,268
)










(549,268
)Adjustment to deferred stock compensation for terminations










(2,910
)


2,910



















Balances at December 31, 2005


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 decrease in unrealized gains 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 decrease in unrealized gains 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


$
599,777




---



##### Table of Contents





HLTH
    CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)  Years Ended December 31,2007


2006


2005Cash flows from operating activities:Net income

$
19,879


$
771,917


$
68,811Adjustments to reconcile net income to net cash provided byoperating activities:Loss (income) from discontinued operations, net of tax


54,446



(371,445
)


(16,426
)Depreciation and amortization


46,023



61,968



60,900Minority interest in WHC


10,667



405



775Equity in earnings of EBS Master LLC


(28,566
)


(763
)


Amortization of debt issuance costs


2,916



2,906



2,541Non-cash advertising


5,264



7,414



10,870Non-cash stock-based compensation


34,703



44,955



4,880Deferred income taxes


(18,228
)


26,893



4,470Gain on 2006 EBS Sale


(399
)


(352,297
)


Gain on investments










6,365Loss on redemption of convertible debt










1,902Changes in operating assets and liabilities:Accounts receivable


5,928



(43,807
)


(27,494
)Inventory


(1,611
)


190



(755
)Prepaid expenses and other, net


4,559



(12,302
)


2,679Accounts payable


(716
)


162



(6,212
)Accrued expenses and other long-term liabilities


(42,888
)


20,621



7,480Deferred revenue


1,590



15,913



7,050Net cash provided by continuing operations


93,567



172,730



127,836Net cash (used in) provided by discontinued operations


(18,174
)


26,290



33,450Net cash provided by operating activities


75,393



199,020



161,286Cash flows from investing activities:Proceeds from maturities and sales of available-for-sale
    securities


670,326



928,284



1,063,606Purchases of available-for-sale securities


(927,038
)


(686,815
)


(758,687
)Purchases of property and equipment


(23,694
)


(54,885
)


(50,876
)Cash paid in business combinations, net of cash acquired


(100
)


(152,772
)


(93,712
)Proceeds from the 2006 EBS Sale, net


2,898



1,199,872



Proceeds from advances to EBS Master LLC


18,792



(20,016
)


Proceeds from the sale of discontinued operations


11,667



522,604



Other changes in equity of discontinued operations






28,279



23,176Net cash (used in) provided by continuing operations


(247,149
)


1,764,551



183,507Net cash used in discontinued operations






(26,010
)


(34,575
)Net cash (used in) provided by investing activities


(247,149
)


1,738,541



148,932   F-8




---



##### Table of Contents



Years Ended December 31,2007


2006


2005Cash flows from financing activities:Proceeds from issuance of HLTH and WHC common stock


133,054



156,078



48,571Tax benefit on stock-based awards


6,601







Purchases of treasury stock under repurchase program


(47,123
)


(83,167
)


(21,246
)Purchases of treasury stock in tender offer






(1,552,120
)


(549,268
)Payments of notes payable and other


(195
)


(437
)


(631
)Net proceeds from issuance of convertible debt










289,875Issuance of WHC common stock in initial public offering










123,344Redemption of convertible debt










(86,694
)Net cash provided by (used in) financing activities


92,337



(1,479,646
)


(196,049
)Effect of exchange rates on cash


1,607



1,135



(678
)Net (decrease) increase in cash and cash equivalents


(77,812
)


459,050



113,491Changes in cash of discontinued operations






25



2,145Cash and cash equivalents at beginning of period


614,691



155,616



39,980Cash and cash equivalents at end of period

$
536,879


$
614,691


$
155,616    F-9




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share and per share data)
  1.
    Summary
    of Significant Accounting Policies  Background
    Basis of
    Presentation
          Business
    
    WebMDprovides both public and private online
    portals. WebMDs public portals for consumers enable
    them to obtain detailed information on a particular disease or
    condition, analyze 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.
    WebMDs public portals for physicians and healthcare
    professionals make it easier for them to access clinical
    reference sources, stay abreast of the latest clinical
    information, learn about new F-10




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The
    Little Blue Book, WebMD the
    Magazine,
  
    ViPSprovides 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. ViPS develops tools for
    disease management, predictive modeling, provider performance,
    HEDIS®
    quality improvement, healthcare fraud detection and financial
    management. Consultants and outsourcing services are also
    provided to assess workflow, perform software maintenance,
    design complex database architectures and perform data analysis
    and analytic reporting functions.
    Porexdevelops, manufactures and distributes proprietary
    porous plastic products and components used in healthcare,
    industrial and consumer applications. Porexs healthcare
    products consist of components used to vent or diffuse gases or
    fluids, including catheter vents, self-sealing valves in
    surgical vacuum canisters, fluid filtration components and
    components for diagnostic devices. Porexs consumer
    products are used in a variety of office and home products,
    including highlighting pens, childrens coloring markers,
    air fresheners, power tool dust canisters, computer printers and
    water filters. Porexs industrial products are designed to
    customer specifications as to size, rigidity, porosity and other
    needs, including automobile battery vents, pneumatic silencers
    and a broad range of filters and filtration components. Porex
    also provides technologically advanced sterile surgical
    products, such as biomaterial implantable products, used in
    craniofacial/oculoplastic reconstruction and aesthetic/cosmetic
    surgery in hospitals, clinics and private practice surgical
    offices.
    Corporateincludes services shared across all the
    Companys operating segments, such as executive personnel,
    accounting, tax, treasury, legal, human resources, internal
    audit, risk management and certain information technology
    functions. Corporate service costs include compensation related
    costs, insurance and audit fees, leased property, facilities
    cost, legal and other professional fees, software maintenance
    and telecommunication costs. Additionally, in connection with
    the 2006 EBS Sale and EPS Sale, the Company entered into
    transition services agreements whereby the Company provided Sage
    Software, Inc. and EBSCo certain administrative services,
    including payroll, accounting, purchasing and procurement, tax,
    and human resource services, as well as information technology
    (IT) support. Additionally, EBSCo provided certain
    administrative services to the Company. See Note 2 and
    Note 3. These services were provided through the Corporate
    segment, and the related transition services fee the Company
    charged to EBSCo and Sage Software, Inc., net of the fee the
    Company paid to EBSCo was also included in the Corporate
    segment, which approximates the cost of providing these services.
    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 Sale,
    beginning November 17, 2006, the results of EBS are no
    longer included in the segment results. See Note 3. F-11




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Principles
    of Consolidation
    Accounting
    Estimates
    Seasonality
  back-to-school
  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
    Marketable
    Securities
      Equity
    Investment in EBS Master LLC
   F-13




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    other-than-temporary,
  Allowance
    for Doubtful Accounts
    Inventory
  first-in, work-in-process work-in-process work-in-process
  Long-Lived
    Assets
  Property
    and Equipment
    Computer equipment

3 to 5 yearsBuildings

Up to 40 yearsOffice equipment, furniture and fixtures

3 to 7 yearsSoftware and Web site development costs

3 yearsLeasehold improvements

Shorter of useful life or lease term     Goodwill
    and Intangible Assets
    Customer relationships

2 to 15 yearsTrade names

3 to 10 yearsTechnology and patents

3 to 40 yearsNon-compete agreements, content and other

2 to 5 years  F-14




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recoverability
      Software
    Development Costs
  Software
    to be Sold, Leased or Otherwise Marketed
    Internal
    Use Software
  No. 98-1, (SOP 98-1). SOP 98-1
  Web
    Site Development Costs
  No. 00-2
 F-15




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Cash
    Deferred
    Charges
  1 8
  Revenue
  Recognition
           F-16




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Products
    and Services
    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)
      Net
    Income Per Common Share
    Years Ended December 31,2007


2006


2005Numerator:Income from continuing operations

$
74,325


$
400,472


$
52,385Convertible redeemable exchangeable preferred stock fee


174



350



350Income from continuing operations  Basic


74,499



400,822



52,735Interest expense on convertible notes


7,619



18,406



Effect of WHC dilutive securities


(2,053
)


(189
)


(125
)Income from continuing operations  Diluted

$
80,065


$
419,039


$
52,610(Loss) income from discontinued operations, net of
    tax  Basic

$
(54,446
)

$
371,445


$
16,426Effect of WHC dilutive securities


(108
)


4



1(Loss) income from discontinued operations, net of
    tax  Diluted

$
(54,554
)

$
371,449


$
16,427 F-19




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2007


2006


2005Denominator:Common stock


174,052



268,596



331,109Convertible redeemable exchangeable preferred stock


5,278



10,638



10,638Weighted-average shares  Basic


179,330



279,234



341,747Employee stock options, restricted stock and warrants


9,433



10,392



11,105Convertible notes


22,742



42,016



Adjusted weighted-average shares  Diluted


211,505



331,642



352,852Basic income (loss) per common share:Income from continuing operations

$
0.42


$
1.44


$
0.15(Loss) income from discontinued operations


(0.31
)


1.33



0.05Net income

$
0.11


$
2.77


$
0.20Diluted income (loss) per common share:Income from continuing operations

$
0.38


$
1.26


$
0.15(Loss) income from discontinued operations


(0.26
)


1.12



0.05Net income

$
0.12


$
2.38


$
0.20     Years Ended December 31,2007


2006


2005Options and warrants


19,762



50,505



60,007Convertible notes


19,274







42,01639,036



50,505



102,023   Discontinued
    Operations
    Recent
    Accounting Pronouncements
   F-20




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-21




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reclassifications
    2.
    Discontinued
    Operations  EPS
           F-22




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Years Ended December 31,2007


2006


2005Revenue

$



$
212,329


$
304,175(Loss) earnings before taxes(a)


(58,722
)


19,469



16,909Taxes on earnings


(172
)


1,567



644Gain on disposal, net of tax


662



353,158



(Loss) income from discontinued operations, net of tax

$
(57,888
)

$
371,060


$
16,265     (a)
    
    In 2007, the amount includes
    (i) the aggregate charge of $73,347 related to the
    indemnification obligation and (ii) the benefit of $14,625
    related to insurance settlements (see Note 12).  ACS/ACP
    Business
   F-23




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Revenue

$
4,219


$
5,105


$
5,028(Loss) earnings after taxes


(129
)


385



161Gain on disposal, net of tax


3,571







Income from discontinued operations, net of tax

$
3,442


$
385


$
161     December 31, 2006Assets of discontinued operations:Other assets

$
48Total

$
48Liabilities of discontinued operations:Deferred revenue

$
1,645Total

$
1,645   3.
    Emdeon
    Business Services  Sale
    of Interest in Emdeon Business Services
     F-24




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Equity
    Investment in EBSCo
      Period FromNovember 17, 2006Year Ended


throughDecember 31, 2007


December 31, 2006Statement of Operations Data:Revenue

$
808,537


$
87,903Cost of operations


517,884



56,775Net income (loss)


34,493



(1,198
)   December 31,2007


2006Balance Sheet Data:Current assets

$
168,108


$
164,207Noncurrent assets


1,179,116



1,197,641Total Assets

$
1,347,224


$
1,361,848Current liabilities

$
104,404


$
125,837Noncurrent liabilities


940,220



959,535Members equity


302,600



276,476Total Liabilities and Members Equity

$
1,347,224


$
1,361,848  F-25




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Business
    Combinations  2006
    Acquisitions
    e-detailing
   F-26




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2005
    Acquisitions
   F-27




---



##### 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



19,000



30,191eMedicine


1,717



(2,612
)


(1,004
)


6,390



20,704



25,1952005Conceptis


2,893



(2,866
)


(1,002
)


6,140



14,694



19,859HealthShare


1,925



(4,622
)


(427
)


8,500



24,609



29,985   Unaudited
    Pro Forma Information
    F-28




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year EndedDecember 31, 2006Revenue

$
1,118,364Income from continuing operations


392,524Net income


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

$
1.41Net income

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

$
1.24Net income

$
2.36   5.
    WebMD
    Health Corp.  Initial
    Public Offering
    Minority
    Interest
      Relationships
    between the Company and WHC
   F-29




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    paid-in
  Gain Upon
    Sale of WHC Class A Common Stock
       F-30




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    Significant
    Transactions  America
    Online, Inc.
      News
    Corporation
    7.
    Convertible
    Redeemable Exchangeable Preferred Stock  (CalPERS/PCG
   F-31




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    Convertible
    Notes  $300,000
    31/8% Convertible
    Notes due 2025
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  1 8 1 8 1 8 1 8 1 8 1 8 1 8 1 8
  $350,000
    1.75% Convertible Subordinated Notes due 2023
   F-32




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      $300,000
    31/4% Convertible
    Subordinated Notes due 2007
  1 4 1 4 1 4 1 4 1 4 1 4 1 4
  1 4 1 4 1 4 1 4 1 4 1 4 1 4
  9.
    Segment
    Information   F-33




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 4
  Reclassification of Segment Information.
    Years Ended December 31,2007


2006(a)


2005RevenueEmdeon Business Services

$



$
661,090


$
689,305WebMD


331,954



248,776



163,210ViPS


103,083



98,874



90,313Porex


92,581



85,702



79,124Inter-segment eliminations


(503
)


(939
)


(505
)$
527,115


$
1,093,503


$
1,021,447Earnings before interest, taxes, non-cash and other itemsEmdeon Business Services

$



$
152,911


$
138,529WebMD


84,697



52,686



27,380ViPS


21,012



20,529



16,913Porex


27,074



24,974



22,524Corporate


(25,111
)


(43,414
)


(49,481
)107,672



207,686



155,865Interest, taxes, non-cash and other itemsDepreciation and amortization


(46,023
)


(61,968
)


(60,900
)Non-cash stock-based compensation


(34,703
)


(44,955
)


(4,880
)Non-cash advertising


(5,264
)


(7,414
)


(10,870
)Interest income


42,035



32,339



21,527Interest expense


(18,519
)


(18,779
)


(16,322
)Income tax benefit (provision)


13,598



(52,316
)


(3,295
)Minority interest in WHC


(10,667
)


(405
)


(775
)Equity in earnings of EBS Master LLC


28,566



763



Gain on 2006 EBS Sale


399



352,297



Other expense, net


(2,769
)


(6,776
)


(27,965
)Income from continuing operations


74,325



400,472



52,385(Loss) income from discontinued operations, net of tax


(54,446
)


371,445



16,426Net income

$
19,879


$
771,917


$
68,811     (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. F-34




---



##### Table of Contents



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











CorporateServices


WebMD


ViPS


Porex


and Other(a)


Total2007Products revenue






3,604







92,581







96,185Services revenue






328,350



103,083







(503
)


430,930Capital expenditures






18,396



2,052



2,589



657



23,694Total assets






713,605



143,161



144,422



609,377



1,610,5652006Products revenue


6,987



3,218







85,702



(420
)


95,487Services revenue


654,103



245,558



98,874







(519
)


998,016Capital expenditures


20,835



28,452



2,594



2,871



133



54,885Total assets






475,184



156,465



131,794



688,500



1,451,9432005Products revenue


8,734



2,681







77,924



(284
)


89,055Services revenue


680,571



160,529



90,313



1,200



(221
)


932,392Capital expenditures


28,808



18,126



1,305



2,330



307



50,876     (a)
    Included in the Corporate column are the following:
    i) eliminations of inter-segment revenue transactions,
    ii) all cash and cash equivalents of all U.S. based
    facilities, except for cash and cash equivalents of WebMD and
    iii) Investment in EBS Master LLC.    10.
    Long-Lived
    Assets  Property
    and Equipment
    December 31,2007


2006Computer equipment

$
26,875


$
21,797Land and buildings


15,472



14,901Office equipment, furniture and fixtures


31,795



28,782Software and Web site development costs


39,648



30,856Leasehold improvements


17,635



14,391Construction in process


2,682



5,379134,107



116,106Less: accumulated depreciation


(59,357
)


(44,066
)Property and equipment, net

$
74,750


$
72,040    F-35




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    and Intangible Assets
      EmdeonBusinessServices


WebMD


ViPS


Porex


TotalBalance as of January 1, 2006

$
681,612


$
100,669


$
71,253


$
42,441


$
895,975Acquisitions during the period


3,692



122,782











126,474Contingent consideration for prior period acquisitions(a)


(1,913
)














(1,913
)Tax reversals(b)


(40,522
)


(1,636
)






(298
)


(42,456
)Adjustments to finalize purchase price allocations






1,669











1,6692006 EBS Sale


(642,869
)














(642,869
)Effects of exchange rates














789



789Balance as of January 1, 2007






223,484



71,253



42,932



337,669Tax reversals(b)






(2,793
)










(2,793
)Adjustments to finalize purchase price allocations






(3,368
)










(3,368
)Effects of exchange rates














351



351Balance as of December 31, 2007

$



$
217,323


$
71,253


$
43,283


$
331,859     (a)
    
    The Company adjusted goodwill by
    $2,539 in connection with an over accrual of contingent
    consideration in the Emdeon Business Services segment. In
    addition, the Company made a contingent consideration payment in
    the amount of $626 for a 2003 acquisition within the Emdeon
    Business Services segment.(b)
    
    Represents a reduction to goodwill
    as a result of the reversal of a portion of the income tax
    valuation allowances that were originally established in
    connection with the purchase accounting of prior acquisitions.
    In 2006, a portion of these income tax valuation allowances, or
    $11,752, was reversed in connection with the utilization of net
    operating losses attributable to the discontinued operations,
    including the gain on disposal. F-36




---



##### Table of Contents



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


December 31, 2006Weighted











WeightedGross








Average


Gross








AverageCarrying


Accumulated





Remaining


Carrying


Accumulated





RemainingAmount


Amortization


Net


Useful Life(a)


Amount


Amortization


Net


Useful Life(a)Customer relationships

$
73,271


$
(19,625
)

$
53,646



10.3


$
68,168


$
(13,300
)

$
54,868



11.1Technology and patents


79,221



(39,266
)


39,955



19.9



79,221



(27,453
)


51,768



17.1Trade names


18,217



(6,253
)


11,964



7.0



18,216



(4,443
)


13,773



8.0Non-compete agreements, content and other


16,154



(12,718
)


3,436



2.1



17,054



(7,990
)


9,064



2.6Total

$
186,863


$
(77,862
)

$
109,001



13.2


$
182,659


$
(53,186
)

$
129,473



12.6     (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.    Years Ending December 31,2008

$
21,3092009


15,2842010


7,9312011


7,0582012


7,058Thereafter


50,361   11.
    Accrued
    Expenses    December 31,2007


2006Accrued income, sales and other taxes

$
7,195


$
35,048Accrued compensation


26,669



28,504Accrued outside services


9,695



18,835Other accrued liabilities


17,868



30,788$
61,427


$
113,175   12.
    Commitments
    and Contingencies  Legal
    Proceedings
  Investigations
    by United States Attorney for the District of South Carolina and
    the SEC
   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
   F-39




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
        and/or
 F-40




---



##### 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-41




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Porex
    Corporation v. Kleanthis Dean Haldopoulos, Benjamin T.
    Hirokawa and Micropore Plastics, Inc.
    Other
    Legal Proceedings
    Leases
   F-42




---



##### Table of Contents



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

$
11,0632009


11,1562010


10,9752011


9,3172012


6,943Thereafter


14,961Total minimum lease payments

$
64,415   Other
    Contingencies
    13.
    Stock-Based
    Compensation    HLTH
    Plans
   F-43




---



##### Table of Contents



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


AverageAverage


Remaining


AggregateExercise Price


Contractual Life


IntrinsicShares


Per Share


(In Years)


Value(1)Outstanding at January 1, 2005


106,257,252


$
12.44Granted


3,920,913



9.03Exercised


(9,235,018
)


4.81Cancelled


(12,760,052
)


13.37Outstanding at December 31, 2005


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


$
14.35



3.8


$
86,768Vested and exercisable at the end of the year


41,266,988


$
14.98



3.2


$
66,445     (1)
    
    The aggregate intrinsic value is
    based on the market price of HLTHs Common Stock on
    December 31, 2007, which was $13.40, 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, 2007. F-44




---



##### 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$0.68-$8.55


5,185,877


$
6.52



5.3



4,000,998


$
6.29$8.58-$9.88


6,661,016



8.85



6.7



4,671,339



8.75$9.89-$11.55


5,394,666



11.47



2.7



5,236,893



11.49$11.60-$12.50


5,405,950



11.97



6.7



2,761,690



12.09$12.54-$13.50


6,287,297



13.00



2.6



6,287,297



13.00$13.63-$15.20


3,112,565



14.20



1.9



3,062,565



14.21$15.38-$16.06


4,951,000



16.06



2.5



4,951,000



16.06$16.13-$20.00


5,059,878



17.96



2.4



5,059,878



17.96$20.50-$94.69


5,235,328



31.15



2.1



5,235,328



31.1547,293,577


$
14.35



3.8



41,266,988


$
14.98     Years Ended December 31,2007


2006


2005Expected dividend yield


0
%


0
%


0
%Expected volatility


0.31



0.37



0.50Risk free interest rate


4.67
%


4.54
%


3.48
%Expected term (years)


3.94



4.46



3.25-5.50Weighted average fair value of options granted during the year


$4.01



$3.79



$3.68  F-45




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Awards
    Years Ended December 31,2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueBalance at the beginning of the year


2,300,846


$
10.44



1,042,557


$
8.24



1,637,609


$
8.02Granted










2,298,010



10.66



239,000



9.38Vested


(967,881
)


10.14



(562,575
)


8.39



(481,716
)


8.04Forfeited


(92,668
)


9.50



(477,146
)


9.13



(352,336
)


8.26Balance at the end of the year


1,240,297


$
10.74



2,300,846


$
10.44



1,042,557


$
8.24     WebMD
    Plans
   F-46




---



##### Table of Contents



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


Weighted AverageAverage


Remaining


AggregateExercise Price


Contractual Life


IntrinsicShares


Per Share


(In Years)


Value(1)Outstanding at January 1, 2005





$
Granted


4,574,900



18.31Cancelled


(41,800
)


17.50Outstanding at December 31, 2005


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


$
27.56



8.3


$
74,102Vested and exercisable at the end of the year


1,382,091


$
20.41



7.9


$
28,599     (1)
    
    The aggregate intrinsic value is
    based on the market price of WHCs Class A Common
    Stock on December 31, 2007, which was $41.07, 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, 2007.    Outstanding


ExercisableWeighted





WeightedWeighted


Average





AverageAverage


Remaining





ExerciseExercise Price


Contractual Life





Price PerExercise Prices

Shares


Per Share


(In Years)


Shares


Share$17.50


2,891,630


$
17.50



7.7



1,137,776


$
17.50$24.00-$38.01


686,731



33.19



8.4



187,967



31.88$38.03-$42.98


634,890



40.43



8.9



45,548



39.93$43.09-$51.48


627,950



47.34



9.5



10,800



45.32$51.50-$61.35


179,350



53.52



9.5







5,020,551


$
27.56



8.3



1,382,091


$
20.41    F-47




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Expected dividend yield


0
%


0
%


0
%Expected volatility


0.44



0.60



0.60Risk free interest rate


4.25
%


4.69
%


4.05
%Expected term (years)


3.40



3.24



3.25-5.50Weighted average fair value of options granted during the year


$17.26



$17.33



$8.75   Restricted
    Stock Awards
    Years Ended December 31,2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueBalance at the beginning of the year


441,683


$
25.49



376,621


$
17.55






$
Granted


71,700



47.02



184,710



39.50



376,621



17.55Vested


(104,809
)


21.92



(94,418
)


17.61







Forfeited


(100,852
)


32.42



(25,230
)


39.00







Balance at the end of the year


307,722


$
29.46



441,683


$
25.49



376,621


$
17.55     Employee
    Stock Purchase Plan
   F-48




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
      Summary
    of Stock-Based Compensation Expense
    Years Ended December 31,2007


2006


2005HLTH Plans:Stock options

$
11,310


$
20,685


$
462Restricted stock


7,231



5,635



3,318WHC Plans:Stock options


14,006



17,810



Restricted stock


2,768



3,736



874Employee Stock Purchase Plan


162



406



Other


1,455



409



85Total stock-based compensation expense

$
36,932


$
48,681


$
4,739Included in:Cost of operations

$
5,065


$
11,280


$
Development and engineering


428



993



Sales, marketing, general and administrative


29,210



32,682



4,880Gain on 2006 EBS Sale






30



Equity in earnings of EBS Master LLC


2,107



310



Income from continuing operations


36,810



45,295



4,880(Loss) income from discontinued operations,net of tax


122



3,386



(141
)Total stock-based compensation expense

$
36,932


$
48,681


$
4,739    F-49




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31, 2005Net income as reported

$
68,811Add:Non-cash stock-based employee compensation expense included in
    reported net income


4,739Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards


(37,218
)Pro forma net income

$
36,332Net income per common share:Basic and diluted  as reported

$
0.20Basic  pro forma

$
0.11Diluted  pro forma

$
0.10   14. Retirement
    Plans
    15. Stockholders
    Equity
  Common
    Stock
    Tender
    Offers
     F-50




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Repurchase Programs
      Preferred
    Stock
    Warrants
   Weighted AverageWeighted


RemainingAverage


Contractual LifeExercise Prices

Shares


Exercise Price


(In Years)$9.25


2,408,908


$
9.25



0.35$30.00


31,930



30.00



0.942,440,838


$
9.52



0.36  F-51




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    16.
    Income
    Taxes    December 31,2007


2006Deferred tax assets:Federal net operating loss carryforwards

$
427,909


$
419,293State net operating loss carryforwards


59,229



67,521Federal tax credits


30,085



35,390Other accrued expenses


42,493



30,200Stock-based compensation


20,127



13,362Investment in EBS Master LLC


19,950



30,072Other


10,289



8,355Total deferred tax assets


610,082



604,193Valuation allowance


(503,900
)


(554,204
)Net deferred tax assets


106,182



49,989Deferred tax liabilities:Goodwill


(9,069
)


(5,392
)Intangible assets


(14,478
)


(16,755
)Convertible notes


(52,206
)


(36,506
)Undistributed earnings of foreign subsidiaries


(17,537
)


Other


(1,311
)


(1,813
)Total deferred tax liabilities


(94,601
)


(60,466
)Net deferred tax assets (liabilities)

$
11,581


$
(10,477
)   F-52




---



##### Table of Contents



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


2006Reported as:Current deferred tax assets and liabilities

$
60,621


$
30,590Valuation allowance


(50,548
)


(30,590
)Current deferred tax assets, net


10,073



Non-current deferred tax assets and liabilities


455,327



513,855Valuation allowance


(453,352
)


(523,614
)Non-current deferred tax assets (liabilities), net


1,975



(9,759
)Foreign non-current deferred tax liabilities


(467
)


(718
)Net deferred tax assets (liabilities)

$
11,581


$
(10,477
)     Years Ended December 31,2007


2006


2005Current:Federal

$
(533
)

$
7,939


$
(5,742
)State


(2,450
)


15,499



85Foreign


3,623



1,985



4,482Current income tax (benefit) provision


640



25,423



(1,175
)Deferred:Federal


(21,638
)


(3,479
)


3,855State


819



(398
)


441Deferred income tax provision (benefit)


(20,819
)


(3,877
)


4,296Reversal of valuation allowance applied to goodwill


2,633



30,770



174Reversal of valuation allowance applied to additional paid-in
    capital


3,948







Total income tax (benefit) provision

$
(13,598
)

$
52,316


$
3,295  F-53




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005United States federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes (net of federal benefit)


13.3



1.3



1.5Goodwill amortization






(0.8
)


(7.5
)Gain on 2006 EBS Sale


(9.5
)


13.4



Minority interest


6.1







0.5Valuation allowance


(66.9
)


(79.9
)


24.0Cumulative effect of change in tax rate










(40.4
)Undistributed earnings of foreign subsidiaries


21.8







Settlement of tax contingencies


(1.4
)


(0.7
)


(10.2
)Reversal of valuation allowance applied to goodwill


4.4



6.8



0.3Reversal of valuation allowance applied to additional paid-in
    capital


6.5







Losses benefited (from) to discontinued operations


(35.7
)


36.7



(2.3
)Other


4.0



(0.3
)


5.0Effective income tax rate


(22.4
)%


11.5
%


5.9
%         with-and-without No. D-32 with-and-without
 F-54




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          non-U.S. income non-U.S. income
     F-55




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2007

$
11,268Increases related to prior year tax positions


140Increases related to current year tax positions


1,364Settlements with tax authorities


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


(1,093
)Balance at December 31, 2007

$
10,910     17.
    Fair
    Value of Financial Instruments  and/or
  December 31, 2007


December 31, 2006Cost Basis


Fair Value


Cost Basis


Fair ValueAssets:Cash and cash equivalents

$
536,879


$
536,879


$
614,691


$
614,691Short-term investments


290,858



290,858



34,140



34,140Marketable securities  long term


1,473



2,383



1,474



2,633Liabilities:Convertible notes


650,000



654,083



650,000



636,996Convertible redeemable exchangeable preferred stock










98,768



132,500  F-56




---



##### Table of Contents



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


December 31, 2006Cost or


Gross


Gross





Cost or


Gross


GrossAmortized


Unrealized


Unrealized





Amortized


Unrealized


UnrealizedCost


Gains


Losses


Fair Value


Cost


Gains


Losses


Fair ValueShort-Term:Auction rate securities

$
269,500


$



$



$
269,500


$
29,500


$



$



$
29,500Settlement due from broker


20,000











20,000















Certificate of deposits and other


1,358











1,358



4,640











4,640Total short-term

$
290,858


$



$



$
290,858


$
34,140


$



$



$
34,140Long-Term:Equity securities

$
1,473


$
912


$
2


$
2,383


$
1,474


$
1,161


$
2


$
2,633       18.  Other
    Income (Expense), Net
    Years Ended December 31,2007


2006


2005Transition service fees(a)

$
5,833


$
2,524


$
Reduction of tax contingencies(b)


1,497







Legal expense(c)


(1,397
)


(2,578
)


(17,835
)Advisory expense(d)


(2,869
)


(4,198
)


Loss on investments(e)










(6,365
)Loss on redemption of convertible note(f)










(1,902
)Settlement of litigation(g)










(1,863
)Other income (expense), net

$
3,064


$
(4,252
)

$
(27,965
)     (a)
    
    Represents the net fees received
    from 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. F-57




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (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 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, and the related 2008 EBSCo
    Sale and the potential sales of ViPS and Porex. 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.(e)
    
    Represents the loss recognized
    related to the sale of marketable securities.(f)
    
    Represents a write-off of the
    remaining unamortized deferred issuance costs related to the
    portion of the
    31/4% Notes
    that were redeemed, and the payment of the redemption premium.(g)
    
    Represents the settlement of
    litigation in 2005, in which the Company was named as a
    defendant.  19.
    Related
    Party Transactions    20.
    Comprehensive
    Income    Years Ended December 31,2007


2006


2005Foreign currency translation gains (losses)

$
3,318


$
3,611


$
(3,326
)Comprehensive loss of EBSCo.


(7,326
)






Unrealized holding (losses) gains on securities:Unrealized holding losses


(249
)


(1,108
)


(3,389
)Less: reclassification adjustment for net losses realized in net
    (loss) income










(6,365
)Net unrealized (losses) gains on securities


(249
)


(1,108
)


2,976Other comprehensive (loss) income


(4,257
)


2,503



(350
)Net income


19,879



771,917



68,811Comprehensive income

$
15,622


$
774,420


$
68,461      F-58




---



##### Table of Contents



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


2006


2005Unrealized holding gains on securities

$
910


$
1,159


$
2,267Foreign currency translation gains


12,269



8,951



5,340Comprehensive loss of EBSCo.


(7,326
)






Total accumulated other comprehensive income

$
5,853


$
10,110


$
7,607   21.
    Supplemental
    Disclosures of Cash Flow Information    Years Ended December 31,2007


2006


2005Supplemental Disclosure of Cash Flow Information:Interest paid

$
15,685


$
15,802


$
13,131Taxes paid, net of refunds

$
27,375


$
23,210


$
5,727Supplemental 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


$
235


$
234SAB 51 gain

$
14,492


$
16,779


$
82,275Conversion of $300,000
    31/4% Convertible
    Subordinated Notes to HLTH Common Stock

$



$



$
214,880Deferred stock compensation related to restricted stock awards

$



$



$
2,241  F-59




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Quarterly
    Financial Data (Unaudited)    2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
121,007


$
128,085


$
132,208


$
145,815Cost of operations


53,384



53,942



52,231



52,998Development and engineering


4,574



4,767



4,209



4,505Sales, marketing, general and administrative


60,399



58,340



57,352



58,542Depreciation and amortization


10,725



11,677



11,825



11,796Gain on 2006 EBS Sale


399











Interest income, net


4,957



5,481



6,291



6,787Other income (expense), net


2,483



1,396



989



(1,804
)(Loss) income from continuing operations before income tax
    provision (benefit)


(236
)


6,236



13,871



22,957Income tax provision (benefit)


990



2,031



3,935



(20,554
)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


5,758



10,937



16,141



41,489(Loss) income from discontinued operations, net of tax


(56
)


(56,400
)


430



1,580Net income (loss)

$
5,702


$
(45,463
)

$
16,571


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

$
0.03


$
0.06


$
0.09


$
0.23(Loss) income from discontinued operations, net of tax


(0.00
)


(0.31
)


0.00



0.01Net income (loss)

$
0.03


$
(0.25
)

$
0.09


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

$
0.03


$
0.06


$
0.08


$
0.19(Loss) income from discontinued operations, net of tax


(0.00
)


(0.30
)


0.01



0.01Net income (loss)

$
0.03


$
(0.24
)

$
0.09


$
0.20   F-60




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
275,623


$
290,296


$
298,721


$
228,863Cost of operations


166,017



167,809



168,664



116,556Development and engineering


8,864



9,057



9,243



6,485Sales, marketing, general and administrative


70,180



72,033



74,390



71,412Depreciation and amortization


16,552



17,219



18,187



10,010Gain on 2006 EBS Sale














352,297Interest (expense) income, net


(273
)


(235
)


1,876



12,192Other (expense) income, net


(542
)


(2,347
)


(2,809
)


1,446Income from continuing operations before income tax provision


13,195



21,596



27,304



390,335Income tax provision


4,056



6,288



4,779



37,193Minority interest in WHC (loss) income


(472
)


(121
)


69



929Equity in earnings of EBS Master LLC














763Income from continuing operations


9,611



15,429



22,456



352,976Income from discontinued operations, net of tax


5,979



6,657



358,011



798Net income

$
15,590


$
22,086


$
380,467


$
353,774Basic income per common share:Income from continuing operations

$
0.03


$
0.05


$
0.08


$
1.38Income from discontinued operations, net of tax


0.02



0.03



1.24



0.00Net income

$
0.05


$
0.08


$
1.32


$
1.38Diluted income per common share:Income from continuing operations

$
0.03


$
0.05


$
0.08


$
1.16Income from discontinued operations, net of tax


0.02



0.02



1.19



0.00Net income

$
0.05


$
0.07


$
1.27


$
1.16   23.
    Subsequent
    Events  Investment
    in Auction Rate Securities Backed by Federally Guaranteed
    Student Loans
     F-61




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WHC
    Merger
        1 8
 F-62




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Proposed
    Divestitures of Porex and ViPS
      December 31,2007


2006Balance Sheet Data:Accounts receivable, net

$
12,921


$
12,658Inventory


11,772



9,966Property and equipment, net


21,176



21,783Goodwill


43,283



42,932Intangible assets, net


24,873



25,707Other assets


3,554



2,397Total Assets

$
117,579


$
115,443Accounts payable

$
1,533


$
1,623Accrued expenses


7,684



6,251Other long-term liabilities


568



5,285Total Liabilities

$
9,785


$
13,159     December 31,2007


2006Balance Sheet Data:Accounts receivable, net

$
17,240


$
19,377Property and equipment, net


4,020



4,183Goodwill


71,253



71,253Intangible assets, net


47,815



58,498Other assets


2,833



3,154Total Assets

$
143,161


$
156,465Accounts payable

$
1,599


$
1,595Accrued expenses and other


4,370



5,213Deferred revenue


10,982



9,757Total Liabilities

$
16,951


$
16,565  F-63




---



##### Table of Contents



HLTH
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sale
    of EBSCo
   F-64




---



##### Table of Contents



Schedule II.
    Valuation and Qualifying Accounts  Years Ended December 31, 2007, 2006 and 2005Balance at


Charged toBeginning


Costs and











Balance atof Year


Expenses


Acquired


Write-offs


Other


End of Year(In thousands)December 31, 2007Allowance for Doubtful Accounts

$
1,296


$
1,203


$



$
(1,100
)

$



$
1,399Valuation Allowance for Deferred Tax Assets


554,204



(42,953
)


1,449







(8,800
)(c)


503,900December 31, 2006Allowance for Doubtful Accounts


6,909



1,627



229



(3,830
)


(3,639
)(b)


1,296Valuation Allowance for Deferred Tax Assets


924,155



(370,313
)


362











554,204December 31, 2005Allowance for Doubtful Accounts


6,420



2,527



60



(2,098
)






6,909Valuation Allowance for Deferred Tax Assets


881,438



12,733



12,893







17,091
(a)


924,155     (a)
    
    Represents valuation allowance
    created through equity as a result of stock option and warrant
    exercises.(b)
    
    Represents the sale of the Emdeon
    Business Services segment on November 16, 2006.(c)
    
    Represents valuation allowance
    released as a result of (i) the adoption of FIN 48,
    (ii) undistributed earnings of the Companys foreign
    operations and (iii) 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. 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 from 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 from 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 HLTH Corporation, EBS Master LLC, the voting members
    of EBS Master LLC and the purchasers listed therein
    (incorporated by reference from Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on February 13, 2008)2
.4*

Asset Purchase Agreement, dated as of October 31, 2005,
    among Conceptis Technologies Inc., WebMD, Inc., and Maple Leaf
    Medical Media, Inc. (incorporated by reference to
    Exhibit 10.60 to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 of WebMD Health
    Corp. (WHC))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 from 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
    from 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)2
.9*

Agreement and Plan of Merger, dated as of July 9, 2004, by
    and among VIPS, Inc., the Registrant, Envoy Corporation and
    Valor, Inc. (incorporated by reference to Exhibit 2.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004)2
.10*

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




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##### Table of Contents



Exhibit No.

Description4
.2

Indenture, dated as of June 25, 2003, between WebMD
    Corporation 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 WebMD
    Corporation 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




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##### 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
    from Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    filed by the Registrant on November 9, 2006)10
.14**

WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan,
    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**

WebMD Corporation 2002 Restricted Stock Plan 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 Emdeon 1996 Stock Plan (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**

WebMD Corporation Amended and Restated 1998 Employee Stock
    Purchase Plan (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 Emdeon Corporation 2000 Long-Term Incentive
    Plan (incorporated by reference from 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. 33-90795)
    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)10
.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) E-3




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##### Table of Contents



Exhibit No.

Description10
.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 the 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 from 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 from Exhibit 10.1 to
    WHCs Quarterly Report on
    Form 10-Q
    for the quarter filed on November 9, 2007)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 from
    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 from
    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 from
    Exhibit 10.59 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005)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) E-4




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##### Table of Contents



Exhibit No.

Description21


Subsidiaries of the Registrant23
.1

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

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm for Exhibit 99.124
.1

Power of Attorney (see page 96)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

Consolidated Financial Statements of EBS Master LLC for the Year
    Ended December 31, 2007 and the Period from
    November 16, 2006 to December 31, 200699
.2

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
.3

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
.4

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
.5

Governance & Compliance Committee Charter
    (incorporated by reference from Annex D to the
    Registrants Proxy Statement for its 2007 Annual Meeting
    filed on August 14, 2007)99
.6

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
.7

Amended and Restated Bylaws of WHC (incorporated by reference to
    the Current Report on
    Form 8-K
    filed by WHC on December 17, 2007)99
.8

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
.9

Form of Indemnity Agreement between WHC and the Registrant
    (incorporated by reference to Exhibit 10.3 to the WHC
    Registration Statement)99
.10

Form of Intellectual Property License Agreement between WHC and
    the Registrant (incorporated by reference to Exhibit 10.4
    to the WHC Registration Statement)99
.11

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
.12

Form of Content License Agreement between the Registrant and
    WebMD, Inc. (incorporated by reference to Exhibit 10.7 to
    the WHC Registration Statement)99
.13

Form of Database Agreement between the Registrant and WebMD,
    Inc. (incorporated by reference to Exhibit 10.8 to the WHC
    Registration Statement)99
.14

Letter, dated February 2, 2007, executed by WHC and the
    Registrant (incorporated by reference from Exhibit 10.1 to
    WHCs Current Report on
    Form 8-K
    filed on February 2, 2007)     *
    
    With respect to the agreements filed as Exhibits 2.1
    through 2.10, 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-5