##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 Amendment No. 1
    to
  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

07407-1361Elmwood Park, New Jersey

(Zip code)(Address of principal executive
    office)   (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. þ
    Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceSummary Compensation TableItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesSIGNATURESINDEX TO EXHIBITSEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICAITON OF THE CFO    Table of Contents  
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    and Executive Officers
    Directors
  Name

Age

PositionsMark J. Adler, M.D.(3)(4)


51


Director; Chairman of the Compensation CommitteePaul A. Brooke(1)(2)(5)(6)


62


DirectorKevin M. Cameron


41


DirectorNeil F. Dimick(4)(5)


58


Director; Chairman of the Nominating Committee; Chairman of the
    Governance & Compliance CommitteeJames V. Manning(1)(2)(4)


61


Director; Chairman of the Audit CommitteeHerman Sarkowsky(3)(5)(6)


82


DirectorJoseph E. Smith(1)(2)(3)(6)


69


DirectorMartin J. Wygod(1)


68


Chairman of the Board; Acting Chief Executive Officer     (1)
    
    Member of the Executive Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Compensation Committee(4)
    
    Member of the
    Governance & Compliance Committee(5)
    
    Member of the Nominating Committee(6)
    
    Member of the Related Parties
    Committee    Executive
    Officers
  Name

Age

PositionsMartin J. Wygod


68


Chairman of the Board and Acting Chief Executive OfficerMark D. Funston


48


Executive Vice President and Chief Financial OfficerWayne T. Gattinella


56


CEO and President of our WebMD segmentArthur Lehrer


58


CEO and President of our ViPS segmentCharles A. Mele


51


Executive Vice President, General Counsel and SecretaryWilliam G. Midgette


52


CEO of our Porex segment   Mark J. Adler, M.D.
 1




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Paul A. Brooke
  Kevin M. Cameron
  Neil F. Dimick
  Mark D. Funston
  Wayne T. Gattinella
 2




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Arthur Lehrer
  James V. Manning
  Charles A. Mele
  William G. Midgette
  Herman Sarkowsky
  Joseph E. Smith
  Martin J. Wygod
    Section 16(a)
    Beneficial Ownership Reporting Compliance
   3




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Corporate
    Governance
  Board of Directors.
        Communications with Our Directors. 07407-1361.
  
    forwarded to the addressees or distributed at the next scheduled
    Board meeting; or
    if they relate to financial or accounting matters, forwarded to
    the Audit Committee or discussed at the next scheduled Audit
    Committee meeting; or
    if they relate to the recommendation of the nomination of an
    individual, forwarded to the Nominating Committee or discussed
    at the next scheduled Nominating Committee meeting; or
    if they relate to the operations of HLTH, forwarded to the
    appropriate officers of HLTH, and the response or other handling
    reported to the Board at the next scheduled Board meeting.  Committees of the Board of
    Directors.
 4




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##### Table of Contents



Executive Committee.
  Audit Committee.
  
    retaining and overseeing the registered public accounting firm
    that serves as our independent auditor and evaluating their
    performance and independence;
    reviewing our annual audit plan with HLTHs management and
    registered public accounting firm;
    pre-approving any permitted non-audit services provided by our
    registered public accounting firm;
    approving the fees to be paid to our registered public
    accounting firm;
    reviewing the adequacy and effectiveness of our internal
    controls with HLTHs management, internal auditors and
    registered public accounting firm;
    reviewing and discussing the annual audited financial statements
    and the interim unaudited financial statements with HLTHs
    management and registered public accounting firm;
    approving our internal audit plan and reviewing reports of our
    internal auditors;
    determining whether to approve related party transactions (other
    than transactions with WHC, approval of which has been delegated
    to the Related Parties Committee, as described below); and
    overseeing the administration of HLTHs Code of Business
    Conduct.  Form 8-K www.hlth.com Form 8-K.
  Compensation Committee.
 5




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
    oversight of our executive compensation program and our
    incentive and equity compensation plans;
    determination of compensation levels for and grants of incentive
    and equity-based awards to our executive officers and the terms
    of any employment agreements with them;
    determination of compensation levels for non-employee
    directors; and
    review of and making recommendations regarding other matters
    relating to our compensation practices.    Nominating Committee.
  
    identifying individuals qualified to become Board members;
    recommending to the Board the director nominees for each Annual
    Meeting of Stockholders; and
    recommending to the Board candidates for filling vacancies that
    may occur between Annual Meetings.    
    the amount and type of the potential nominees managerial
    and policy-making experience in complex organizations and
    whether any such experience is particularly relevant to HLTH;
    any specialized skills or experience that the potential nominee
    has and whether such skills or experience are particularly
    relevant to HLTH;
    in the case of non-employee directors, whether the potential
    nominee has sufficient time to devote to service on the HLTH
    Board and the nature of any conflicts of interest or potential
    conflicts of interest arising from the nominees existing
    relationships;
    in the case of non-employee directors, whether the nominee would
    be an independent director and would be considered a
    financial expert or to have financial
    sophistication under applicable SEC rules and the listing
    standards of The Nasdaq Global Select Market;
    in the case of potential new members, whether the nominee
    assists in achieving a mix of Board members that represents a
    diversity of background and experience, including with respect
    to age, gender, race, areas of expertise and skills; and
    in the case of existing members, the nominees
    contributions as a member of the Board during his or her prior
    service.   6




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07407-1361.
  Governance & Compliance
    Committee.
  
    evaluating and making recommendations to the Board regarding
    matters relating to the governance of HLTH;
    assisting the Board in coordinating the activities of the
    Boards other standing committees, including with respect
    to HLTHs compliance programs and providing additional
    oversight of those compliance programs; and
    providing oversight of senior executive recruitment and
    management development.      Related Parties Committee.
  
    oversight of transactions between HLTH and WHC; and
    oversight of other matters in which the interests of HLTH and
    WHC conflict or may potentially conflict.  Other Committees.
  
    Messrs. Brooke, Manning, Sarkowsky and Smith and
    Dr. Adler are members of a special committee of the Board
    to oversee matters relating to the investigations described in
    Legal Proceedings  Investigations by United
    States Attorney for the District of South Carolina and the
    SEC in Note 14 to the Consolidated Financial
    Statements included in this Annual Report; and
    Messrs. Wygod, Manning and Smith are members of a special
    committee of the Board authorized to make determinations
    relating to our stock repurchase program. 7




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Non-Employee
    Director Compensation
  Introduction.
    2007 Director Compensation
    Table.
  (a)

(b)


(c)Fees Earned or


Option


(d)Paid in Cash


Awards


TotalName

($)


($)(1)(2)


($)Mark J. Adler, M.D.(3)


77,500



54,996



132,496Paul A. Brooke


90,000



54,996



144,996Neil F. Dimick(3)


57,500



54,996



112,496James V. Manning(3)


95,000



54,996



149,996Herman Sarkowsky


80,000



54,996



134,996Joseph E. Smith


90,000



54,996



144,996     (1)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by HLTH in 2007 for stock option awards for income statement
    reporting purposes under Statement of Financial Accounting
    Standards (SFAS) No. 123R, Share-based
    Payments (disregarding any estimate of forfeitures related
    to service-based vesting conditions). See Note 13
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect our accounting expense for these stock
    option awards, not amounts realized by our Non-Employee
    Directors. The actual amounts, if any, ultimately realized by
    our Non-Employee Directors from options to purchase HLTH Common
    Stock will depend on the price of HLTH Common Stock at the time
    they exercise vested stock options.(2)
    
    Under HLTHs Amended and
    Restated 2000 Long-Term Incentive Plan (which we refer to as the
    2000 Plan), each Non-Employee Director of HLTH automatically
    receives a non-qualified option to purchase 20,000 shares
    of HLTH Common Stock on each January 1, with an exercise
    price equal to the closing price on the last trading date of the
    prior year. The grants made on January 1, 2007 each had an
    exercise price of $12.39 per share and each had a total grant
    date fair value equal to $77,774, based on the methodology and
    assumptions referred to in Footnote 1 above. The following lists
    the total number of shares of HLTH Common Stock subject to
    outstanding unexercised option awards held by each of our
    Non-Employee Directors as of December 31, 2007 and the
    weighted average exercise price of those options:  Number ofShares Subject to


Weighted AverageName

Outstanding Options


Exercise PriceMark J. Adler, M.D.


236,000


$
10.16Paul A. Brooke


210,000


$
8.02Neil F. Dimick


57,916


$
9.82James V. Manning


248,000


$
8.89Herman Sarkowsky


410,000


$
10.65Joseph E. Smith


166,000


$
11.60   See  Option
    Grants below for additional information.(3)
    
    These three Non-Employee Directors
    of HLTH are also non-employee directors of WHC, for which they
    received compensation from WHC. For information regarding the
    compensation they received from WHC, see below under
    Compensation for Service on WHC Board. 8




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Cash
    Compensation
  Overview.
  
    an annual retainer for service on the Board;
    annual fees for service on standing Committees of the Board;
    annual fees, if any, for serving as Chairperson of standing
    Committees of the Board; and
    quarterly fees for service on other Committees of the Board.    Board Service.
  Service on Standing Committees.
  Type of Service

Annual FeeMembership on Audit Committee (Messrs. Brooke, Manning
    and Smith)

$
15,000Membership on Compensation Committee (Dr. Adler and
    Messrs. Sarkowsky and Smith)or Nominating Committee
    (Messrs. Brooke, Dimick and Sarkowsky)

$
5,000Membership on Governance & Compliance Committee
    (Dr. Adler and Messrs. Dimick and Manning)or
    Related Parties Committee (Messrs. Brooke, Sarkowsky and
    Smith)

$
10,000Chairperson of Compensation Committee (Dr. Adler)or
    Nominating Committee (Mr. Dimick)

$
2,500Chairperson of Audit Committee (Mr. Manning)or
    Governance & Compliance Committee
    (Mr. Dimick)

$
10,000     Service on Other Committees.
  Option
    Grants
  Annual Stock Option Grants.
 9




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1 4 1 48
    Discretionary Grants.
  Compensation for Service on WHC
    Board.
      (b)


(c)Stock


Option


(d)(a)

Awards


Awards


TotalName

($)(1)


($)(2)(3)


($)Mark J. Adler, M.D.


65,894



134,519



200,413Neil F. Dimick


90,894



134,519



225,413James V. Manning


83,394



134,519



217,913     (1)
    
    Shares of WHC Class A Common
    Stock were issued by WHC on September 28, 2007 (the
    anniversary of WHCs initial public offering) in payment
    for annual fees for service on the WHC Board and its standing
    committees. These shares are not subject to vesting requirements
    or forfeiture. The amounts (expressed in dollars) of the fees
    are the same as those applicable to the HLTH Board and its
    standing Committees, as described above. For each individual
    listed in Column (a) of this table, the number of shares to
    be issued was determined by dividing the aggregate dollar amount
    of the fees by $52.10, the closing price of WHC Class A
    Common Stock on the Nasdaq Global Select Market on
    September 28, 2007 (with cash paid in lieu of issuing
    fractional shares). Dr. Adler received 911 shares of
    WHC Class A Common Stock; Mr. Dimick received
    1,391 shares; and Mr. Manning received
    1,247 shares. In addition, this column includes $18,394 for
    each individual, which reflects the aggregate dollar amounts
    recognized by WHC in 2007, for income statement reporting
    purposes under SFAS No. 123R (based on the methodology
    and assumptions referred to in Footnote 2 below), for grants of
    WHC Restricted Stock made to these directors at the time of
    WHCs initial public offering. That amount reflects 10




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WHCs accounting expense for
    these WHC Restricted Stock awards, not amounts realized by our
    Non-Employee Directors. The actual amounts, if any, ultimately
    realized by our Non-Employee Directors from WHC Restricted Stock
    will depend on the price of WHC Class A Common Stock at the
    time the WHC Restricted Stock vests.  (2)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by WHC in 2007 for stock option awards for income statement
    reporting purposes under SFAS No. 123R (disregarding
    any estimate of forfeitures related to service-based vesting
    conditions). See WHC Plans in Note 13
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect WHCs accounting expense for these
    stock option awards, not amounts realized by the individuals
    listed in the table. The actual amounts, if any, ultimately
    realized by these individuals from WHC equity compensation will
    depend on the price of WHC Class A Common Stock at the time
    they exercise vested stock options or at the time of vesting of
    WHC Restricted Stock.(3)
    
    Under WHCs 2005 Long-Term
    Incentive Plan (which we refer to as the WHC 2005 Plan), each
    Non-Employee Director of WHC automatically receives a
    non-qualified option to purchase 13,200 shares of WHC
    Class A Common Stock on each January 1, with an
    exercise price equal to the closing price on the last trading
    date of the prior year. The grants made on January 1, 2007
    each had an exercise price of $40.02 per share and each had a
    total grant date fair value equal to $227,555, based on the
    methodology and assumptions referred to in Footnote 2 above. The
    Compensation Committee of the WHC Board has discretion to make
    other grants of options to purchase WHC Class A Common
    Stock to WHCs non-employee directors, but did not do so in
    2007. The following lists the total number of shares of WHC
    Class A Common Stock subject to outstanding unexercised
    option awards held by the listed individuals as of
    December 31, 2007 and the weighted average exercise price
    of those options:  Number ofShares Subject toOutstanding


Weighted AverageName

WHC Options


Exercise PriceMark J. Adler, M.D.


39,600


$
28.86Neil F. Dimick


39,600


$
28.86James V. Manning


39,600


$
28.86   In addition, as of
    December 31, 2007, each of the listed individuals held
    2,200 shares of unvested WHC Restricted Stock that were
    granted at the time of WHCs initial public offering.  Item 11.
    Executive
    Compensation  Overview
    
    2007 Report of the Compensation
    Committee.  This section contains a report of
    the Compensation Committee of our Board of Directors regarding
    the Compensation Discussion and Analysis section
    described below. The material in the 2007 Report of the
    Compensation Committee shall not be deemed incorporated by
    reference by any general statement incorporating by reference
    this Annual Report into any filing under the Securities Act of
    1933 or the Securities Exchange Act of 1934, except to the
    extent that HLTH specifically incorporates this information by
    reference, and shall not otherwise be deemed filed under such
    Acts.
    Compensation Committee Interlocks and Insider
    Participation.  This section contains
    information regarding certain types of relationships involving
    our Compensation Committee members.
    Compensation Discussion and
    Analysis.  This section contains a description
    of the specific types of compensation we pay, a discussion of
    our compensation policies, information regarding how those
    policies were applied to the compensation of our Named Executive
    Officers for 2007 and other information that we believe may be
    useful to investors regarding compensation of our Named
    Executive Officers and other employees. 11




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
    Executive Compensation Tables.  This
    section provides information, in tabular formats specified in
    applicable SEC rules, regarding the amounts or value of various
    types of compensation paid to our Named Executive Officers and
    related information.
    Potential Payments and Other Benefits Upon Termination or
    Change in Control.  This section provides
    information regarding amounts that could become payable to our
    Named Executive Officers following specified events.
    Employment Agreements with Named Executive
    Officers.  This section contains summaries of
    the employment agreements between HLTH (or our subsidiaries) and
    our Named Executive Officers. We refer to these summaries in
    various other places in this Executive Compensation section.    2007
    Report of the Compensation Committee
  Form 10-K.
  Mark J. Adler, M.D. (Chairperson)
 Herman Sarkowsky
 Joseph E. Smith
  Compensation
    Committee Interlocks and Insider Participation
      Compensation
    Discussion and Analysis
   12




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Overview of Types of Compensation Used by
    HLTH.
  
    cash salary;
    an annual cash bonus, the amount of which was determined, for
    2007, by the Compensation Committee in its discretion;
    special bonuses to provide recognition for specific
    accomplishments or at the time of a promotion, if determined by
    the Compensation Committee to be appropriate and in amounts
    determined by the Compensation Committee in its discretion;
    grants of non-qualified options to purchase shares of HLTH
    Common Stock, subject to vesting based on continued employment,
    with an exercise price that is equal to the fair market value of
    HLTH Common Stock on the grant date (and, in the case of certain
    Named Executive Officers, options to purchase shares of WHC
    Class A Common Stock, with an exercise price that is equal
    to the fair market value of WHC Class A Common Stock on the
    grant date); and
    grants of shares of restricted HLTH Common Stock (which we refer
    to as HLTH Restricted Stock), subject to vesting based on
    continued employment and, in the case of Messrs. Gattinella
    and Wygod only, shares of restricted WHC Class A Common
    Stock (which we refer to as WHC Restricted Stock), subject to
    vesting based on continued employment.      Discussion of Compensation
    Policies.
  
    Competitive with the market in order to help attract,
    motivate and retain highly qualified managers and
    executives.  We seek to attract and retain talent
    by offering competitive base salaries, annual incentive
    opportunities, and the potential for long-term rewards through
    equity-based awards, such as stock options and restricted stock.
    We have, in the past, granted and may continue to grant
    equity-based awards to a large portion of our employees, not
    just our executives. Those awards have been primarily in the
    form of non-qualified options to purchase HLTH Common Stock. 13




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
    Performance-based to link executive pay to company
    performance over the short term and long term and to facilitate
    shareholder value creation.  It is HLTHs
    practice to provide compensation opportunities in addition to
    base salary that are linked to our companys performance
    and the individuals performance. Achievement of short-term
    goals is rewarded through annual cash bonuses, while achievement
    of long-term objectives is encouraged through nonqualified stock
    option grants and restricted stock awards that are subject to
    vesting over periods generally ranging from three to four years.
    Through annual and long-term incentives, a major portion of the
    total potential compensation of HLTHs executive officers
    (and other members of senior management) is placed at risk in
    order to motivate them to improve the performance of our
    businesses and to increase the value of our company.
    Designed to foster a long-term commitment by
    management.  The Compensation Committee believes
    that there is great value to our company in having a team of
    long-tenured, seasoned executives and managers. Our compensation
    practices are designed to foster a long-term commitment to HLTH
    by our management team. The vesting schedules attributable to
    equity grants are typically 3 to 4 years with, in some
    cases (particularly for more senior executives), scheduled
    vestings that are smaller in the early vesting periods and
    greater in the later vesting periods.      Use of
    Specific Types of Compensation in 2007.
  Base Salary.
  Annual Cash Bonuses.
 14




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
    goals of any type set by the Board and communicated to senior
    management at any point in the year;
    the effects of acquisitions and dispositions of businesses made
    during the year; and
    the effects of unexpected events and changes in HLTHs
    businesses during the year.      Target AnnualTarget Annual


Bonus AmountNamed



Annual


Bonus


as a PercentExecutive Officer

Title

Salary


Opportunity


of SalaryKevin M. Cameron

Chief Executive Officer

$
660,000


$
660,000



100
%Mark D. Funston

Executive Vice President and Chief Financial Officer

$
375,000


$
187,000



50
%Wayne T. Gattinella

CEO and President, WebMD

$
560,000


$
560,000



100
%Charles A. Mele

Executive Vice President, General Counsel & Secretary

$
450,000


$
225,000



50
%Martin J. Wygod

Chairman of the Board

$
975,000


$
975,000



100
%     Named



2007 Annual Bonus


2006 Annual BonusExecutive Officer

Title

Amount


% of Target


Amount


% of TargetKevin M. Cameron

Chief Executive Officer

$
520,000



79
%

$
780,000



173
%Mark D. Funston

Executive Vice President and Chief Financial Officer

$
100,000



53
%

$
35,000



n/aWayne T. Gattinella

CEO and President, WebMD

$
270,000
(1)


48
%

$
340,000



61
%Charles A. Mele

Executive Vice President, General Counsel & Secretary

$
233,000



104
%

$
350,000



106
%Martin J. Wygod

Chairman of the Board

$
520,000



53
%

$
780,000



80
%     (1)
    
    Includes both annual bonus of
    $135,000 and Supplemental Bonus Plan award of $135,000, as
    described below. 15




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Supplemental Bonus Program (SBP). 1 2
  Special Bonuses.
  Equity Compensation.
   16




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Application of Compensation Policies to Individual Named
    Executive Officers.
  Benefits and Perquisites.
  Compensation
    Following Termination of Employment or a Change in
    Control
  Overview.
   17




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Employment Agreement Provisions Regarding Termination
    Benefits.
  
    continuation of cash compensation (including salary and, in some
    cases, an amount based on past bonuses) for a period following
    termination;
    continuation of vesting
    and/or
    exercisability of some or all options or restricted stock; and
    continued participation in certain of HLTHs health and
    welfare insurance plans or payment of COBRA premiums.    Employment Agreement Provisions Regarding Change in Control
    Benefits.
  
    Mr. Wygods employment agreement includes terms
    providing that if there is a change in control of HLTH, all of
    his outstanding options and other equity compensation (including
    WHC equity) would become immediately vested and the options
    would remain exercisable for the remainder of the originally
    scheduled term. The employment agreement also contains
    provisions providing that he may resign and receive severance
    payments, but it requires Mr. Wygod to provide consulting
    services during any period in which he is receiving severance.
    With respect to Messrs. Cameron and Mele, their employment
    agreements include terms providing that:  
    they would be able to resign following a change in control,
    after the completion of a transition period with the successor,
    and receive the same benefits that they would be entitled to
    upon a termination without cause following the change in control
    (as set forth in the tables below and the descriptions of their
    respective employment agreements that follow); and
    they would receive accelerated vesting of the options to
    purchase shares of WHC Class A Common Stock granted to them
    on September 28, 2005 in the event of a change in control
    of WHC or if WHC is no longer an affiliate of HLTH since, as a
    result of such a transaction, they would no longer have a direct
    involvement with WHCs business. 18




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
    In the case of Mr. Gattinella, his employment agreement
    provides that, so long as he remains employed for 6 months
    following a change in control of WHC, his options to purchase
    WHC Class A Common Stock would continue to vest until the
    next vesting date following the change in control, even if he
    resigns from the employ of WHC prior to such vesting date.      Application in 2007.
  Deductibility of
    Compensation.
  Executive
    Compensation Tables
    
    Summary Compensation Table, which presents information regarding
    our Named Executive Officers total compensation and the
    types and value of its components; and
    three tables providing additional information regarding our
    equity compensation, entitled: Grants of Plan-Based Awards in
    2007; Outstanding Equity Awards at End of 2007; and Option
    Exercises and Stock Vested in 2007.   19




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##### Table of Contents



Summary
    Compensation Table
  Table.
  (e)


(f)


(g)(a)




(c)


(d)


Stock


Option


All Other


(h)Name and

(b)


Salary


Bonus


Awards


Awards


Compensation


TotalPrincipal Position

Year


($)


($)(1)


($)(2)


($)(2)


($)


($)Kevin M. Cameron
    Chief Executive Officer(3)


2007



660,000



520,000



1,478,740
H


2,227,811
H


17,627
(4)


5,038,119133,941
W2,361,7522006



660,000



3,530,000



714,830
H


1,682,494
H


17,552
(5)


6,843,998239,122
W1,921,616Mark D. Funston
    Executive VP and Chief Financial Officer


2007



375,000



100,000



173,881
H


182,503
H


169,948
(6)


1,001,3322006



46,875



35,000



22,867
H


24,000
H


526
(7)


129,268Wayne T. Gattinella
    Chief Executive Officer and President of WebMD Segment


2007



560,000



270,000
(8)


7,457
H


84,850
H


9,214
(9)


1,699,682229,931
W


538,230
W237,388



623,0802006



560,000



340,000



46,977
H


229,800
H


8,313
(10)


2,585,752439,809
W


960,853
W486,786



1,190,653Charles A. Mele
    Executive VP, General Counsel and Secretary


2007



450,000



233,000



402,430
H


523,569
H


16,663
(11)


1,732,815107,153
W630,7222006



450,000



1,350,000



121,643
H


312,736
H


16,663
(11)


2,442,339191,297
W504,033Martin J. Wygod
    Chairman of the Board(3)


2007



975,000



520,000



1,623,018
H


1,813,757
H


10,847
(12)


5,710,783229,931
W


538,230
W1,852,949



2,351,9872006



975,000



3,530,000



629,691
H


709,598
H


10,847
(12)


7,255,798439,809
W


960,853
W1,069,500



1,670,451     (1)
    
    The amounts reported in Column
    (d) above for Messrs. Cameron, Mele and Wygod in 2006
    reflect both regular annual bonuses for that year, as well as
    special bonuses that were made in recognition of the
    contributions of those Named Executive Officers to the
    completion of the EPS Sale and the EBS Sale and the related
    repositioning of our company. The amounts of the special
    bonuses, which were determined by the Compensation Committee of
    the HLTH Board in its discretion, were as follows:
    Mr. Cameron  $2,750,000;
    Mr. Mele  $1,000,000; and
    Mr. Wygod  $2,750,000. No special bonuses were
    granted for 2007.(2)
    
    The amounts reported in Columns
    (e) and (f) above reflect the aggregate dollar amounts
    recognized by HLTH for stock awards and option awards for income
    statement reporting purposes under SFAS No. 123R
    (disregarding any estimate of forfeitures related to
    service-based vesting conditions). See Note 13 (Stock-Based
    Compensation) to the Consolidated Financial Statements included
    in this Annual Report for an explanation of the methodology and
    assumptions used in determining the fair value of stock option
    awards 20




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##### Table of Contents



granted. The amounts reported in
    Columns (e) and (f) reflect our accounting expense for
    these equity awards, not amounts realized by our Named Executive
    Officers. The actual amounts, if any, ultimately realized by our
    Named Executive Officers from equity compensation will depend on
    the price of our Common Stock (or the price of WHC Class A
    Common Stock in the case of WHC equity awards) at the time they
    exercise vested stock options or at the time of vesting of
    restricted stock. Holders of shares of HLTH Restricted Stock and
    WHC Restricted Stock have voting power and the right to receive
    dividends, if any, that are declared on those shares, but their
    ability to sell those shares is subject to vesting requirements
    based on continued employment.(3)
    
    Mr. Cameron served as Chief
    Executive Officer of HLTH during all of 2007. In February 2008,
    he went on medical leave and Mr. Wygod began serving as
    HLTHs Acting Chief Executive Officer, while also
    continuing as Chairman of the Board.(4)
    
    Consists of: (a) $3,375 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $1,712 for company-paid supplemental disability
    insurance; (c) $540 for company-paid group term life
    insurance; and (d) an automobile allowance of $12,000.(5)
    
    Consists of: (a) $3,300 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $1,712 for company-paid supplemental disability
    insurance; (c) $540 for company-paid group term life
    insurance; and (d) an automobile allowance of $12,000.(6)
    
    Consists of: (a) $3,338 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $3,570 for company-paid supplemental disability
    insurance; (c) $810 for company-paid group term life
    insurance; and (d) $88,545 for reimbursement of relocation
    costs plus $73,685 for reimbursement of amounts required to pay
    income taxes resulting from the payment for such relocation
    costs.(7)
    
    Consists of: (a) $433 in
    company matching contributions under the HLTH 401(k) Plan; and
    (b) $93 for company-paid group term life insurance.(8)
    
    Consists of: (a) an annual
    bonus of $135,000 for 2007; and (b) an SBP Award of
    $135,000 (see  Additional Information
    below)(9)
    
    Consists of: (a) $2,906 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $2,322 for company-paid group term life
    insurance.(10)
    
    Consists of: (a) $3,085 in
    company matching contributions under the HLTH 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $1,242 for company-paid group term life
    insurance.(11)
    
    Consists of: (a) $3,421 for
    company-paid supplemental disability insurance; (b) $1,242
    for company-paid group term life insurance; and (c) an
    automobile allowance of $12,000.(12)
    
    Consists of: (a) $3,989 for
    company-paid supplemental disability insurance; and
    (b) $6,858 for company-paid group term life insurance.  Additional Information.
  1 2
   21




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##### Table of Contents



Grants of
    Plan-Based Awards in 2007
    Outstanding
    Equity Awards at End of 2007
    (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)Option Awards(1)

Stock Awards(2)Number of











MarketSecurities







Number of



Value ofNumber of Securities

Underlying







Shares of



Shares ofUnderlying Unexercised

Unexercised

Option





Stock That

Stock

Stock ThatOptions

Options

Exercise

Option

Option

Have Not

Award

Have Not(#)

(#)

Price

Grant

Expiration

Vested

Grant

VestedName

Exercisable

Unexercisable

($)

Date

Date

(#)

Date

($)(3)Kevin M. Cameron


(H
)


243,000



657,000
(4)


11.86



10/23/06



10/23/16



219,000
(4)


10/23/06



2,934,600(H
)


832,500



667,500
(5)


6.99



10/01/04



10/01/14



122,375
(5)


10/01/04



1,639,825(H
)


200,000







8.59



3/17/04



3/17/14











(H
)


87,168







3.43



9/20/01



9/20/11











(H
)


200,000







12.75



8/21/00



8/21/10











(H
)


125,000







11.55



6/05/00



6/05/10











(H
)


325,000







17.55



4/04/00



4/04/10











(H
)


625,000







12.21



4/04/00



4/04/10











(W
)


27,500



27,500
(6)


17.50



9/28/05



9/28/15











Mark D. Funston


(H
)


45,000



135,000
(6)


11.60



11/13/06



11/13/16



45,000
(6)


11/13/06



603,000Wayne T. Gattinella


(H
)


250,000







8.59



3/17/04



3/17/14











(H
)


239,881







4.81



8/20/01



8/20/11











(W
)


110,000



110,000
(6)


17.50



9/28/05



9/28/15



27,500
(6)


9/28/05



1,129,425Charles A. Mele


(H
)


81,000



219,000
(4)


11.86



10/23/06



10/23/16



73,000
(4)


10/23/06



978,200(H
)


250,000







8.59



3/17/04



3/17/14











(H
)


110,000







3.43



9/20/01



9/20/11











(H
)


200,000







12.75



8/21/00



8/21/10











(H
)


625,000







11.55



6/05/00



6/05/10











(H
)


97,500







34.23



10/04/99



10/04/09











(H
)


187,500







18.20



10/04/99



10/04/09











(H
)


208,000







13.85



6/15/99



6/15/09











(H
)


212,500







14.75



1/07/98



1/07/08











(W
)


22,000



22,000
(6)


17.50



9/28/05



9/28/15











 22




---



##### Table of Contents



(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)Option Awards(1)

Stock Awards(2)Number of











MarketSecurities







Number of



Value ofNumber of Securities

Underlying







Shares of



Shares ofUnderlying Unexercised

Unexercised

Option





Stock That

Stock

Stock ThatOptions

Options

Exercise

Option

Option

Have Not

Award

Have Not(#)

(#)

Price

Grant

Expiration

Vested

Grant

VestedName

Exercisable

Unexercisable

($)

Date

Date

(#)

Date

($)(3)Martin J. Wygod


(H
)


243,000



657,000
(4)


11.86



10/23/06



10/23/16



219,000
(4)


10/23/06



2,934,600(H
)


25,000



450,000
(6)


8.77



1/27/06



1/27/16



100,000
(7)


1/27/06



1,340,000(H
)


3,000,000







12.75



8/21/00



8/21/10











(H
)


585,000







13.85



6/15/99



6/15/09











(H
)


25,000







22.90



7/01/98



7/01/13











(H
)


25,000







15.50



7/01/97



7/01/12











(H
)


25,000







14.80



7/01/96



7/01/11











(H
)


25,000







10.00



7/03/95



7/03/10











(W
)


110,000



110,000
(6)


17.50



9/28/05



9/28/15



27,500
(6)


9/28/05



1,129,425     (1)
    
    Each stock option grant reported in
    the table above was granted under, and is subject to, our 2000
    Plan, our 1996 Stock Plan, WHCs 2005 Plan or another plan
    or agreement that contains substantially the same terms. The
    option expiration date shown in Column (f) above is the
    normal expiration date, and the last date that the options may
    be exercised. For each Named Executive Officer, the
    unexercisable options shown in Column (c) above are also
    unvested. Unvested shares are generally forfeited if the Named
    Executive Officers employment terminates, except to the
    extent otherwise provided in an employment agreement. For
    information regarding the effect on vesting of options on the
    death, disability or termination of employment of a Named
    Executive Officer or a change in control of HLTH, see
    Potential Payments and Other Benefits Upon Termination of
    Employment or a Change in Control below. If a Named
    Executive Officers employment is terminated by HLTH for
    cause, options (including the vested portion) are generally
    forfeited. The exercisable options shown in Column
    (b) above, and any unexercisable options shown in Column
    (c) above that subsequently become exercisable, will
    generally expire earlier than the normal expiration date if the
    Named Executive Officers employment terminates, except as
    otherwise specifically provided in the Named Executive
    Officers employment agreement. For a description of the
    material terms of the Named Executive Officers employment
    agreements, see Employment Agreements with Named Executive
    Officers below.(2)
    
    The stock awards held by some of
    our Named Executive Officers are subject to accelerated or
    continued vesting in connection with a change in control of HLTH
    or WHC, as the case may be, and upon certain terminations of
    employment, as described below in more detail under
    Employment Agreements with Named Executive Officers
    and Potential Payments and Other Benefits Upon Termination
    of Employment or a Change in Control. Except as otherwise
    indicated in those sections, unvested stock awards will
    generally be forfeited if a Named Executive Officers
    employment terminates.(3)
    
    The market or payout value of stock
    awards reported in Column (i) is computed by multiplying
    the number of shares of stock reported in Column (g) by
    (A) $13.40, the closing market price of our Common Stock on
    December 31, 2007, the last trading day of 2007 for HLTH
    Restricted Stock, or (B) $41.07, the closing market price
    of WHC Class A Common Stock on that date, for WHC
    Restricted Stock.(4)
    
    Vesting schedule is: 27% of the
    grant on first anniversary of the date of the grant, 33% on
    second anniversary and 40% on third anniversary.(5)
    
    Vesting schedule is: 17% of the
    grant on first anniversary of the date of the grant, 18.5% on
    second anniversary, 20% on third anniversary; 21.5% on the
    fourth anniversary; and 23% on the fifth anniversary.(6)
    
    Vesting schedule is: 25% of the
    grant on each of first, second, third and fourth anniversaries
    of the date of the grant.(7)
    
    Vesting schedule is: 1/3 of the
    grant on each of the first, second and third anniversaries of
    the date of grant.  Option
    Exercises and Stock Vested in 2007
   23




---



##### Table of Contents



Option Awards


Stock AwardsNumber of





Number ofShares





SharesAcquired


Value Realized


Acquired


Value Realizedon Exercise


on Exercise


on Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)(a)

(b)


(c)


(d)


(e)Kevin M. Cameron










146,000
H


2,076,360
HMark D. Funston










15,000
H


216,600
HWayne T. Gattinella










12,500
H


179,375
H13,750
W


716,375
W895,750Charles A. Mele










39,500
H


557,645
HMartin J. Wygod


125,000H



623,750H
(3)


131,000
H


1,802,810
H13,750
W


716,375
W2,519,185     (1)
    
    The dollar amounts shown in Column
    (c) above for option awards are determined by multiplying
    (i) the number of shares of HLTH Common Stock to which the
    exercise of the option related, by (ii) the difference
    between (1) the per-share closing price of HLTH Common
    Stock on the date of exercise (or, for any shares sold on the
    date of exercise, the actual sale price received) and
    (2) the exercise price of the options.(2)
    
    The dollar amounts shown in Column
    (e) above for stock awards are determined by multiplying
    the number of shares that vested by the per-share closing price
    of HLTH Common Stock or WHC Class A Common Stock on the
    vesting date.(3)
    
    The 125,000 shares acquired on
    exercise have not been sold by Mr. Wygod. The amount
    reported in column (c) was calculated as described in
    footnote 1 above, based on the closing price of HLTH Common
    Stock on the date of exercise.  Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change in Control
  Background and Assumptions.
  2003-68
 24




---



##### Table of Contents



Tables.
  
    In the column entitled Permanent Disability or
    Death, the amounts reflect both provisions in those
    employment agreements and the fact that HLTHs and
    WHCs equity plans generally provide for acceleration of
    vesting of awards in the event of a termination of employment as
    a result of death or disability.
    Under their employment agreements, Messrs. Cameron, Mele
    and Wygod are eligible to continue to participate in our health
    and welfare plans (or comparable plans) for a specified period
    and Messrs. Funston and Gattinella are eligible to receive
    payment for their COBRA premiums for a specified period. In the
    row entitled Health and Welfare Benefits
    Continuation, the amounts are based upon the current
    average cost to HLTH of these benefits per employee and are net
    of amounts that the executives would continue to be responsible
    for. We have not made any reduction in the amounts in this row
    to reflect the fact that the obligation to continue benefits
    ceases in the event the executive becomes eligible for
    comparable coverage with a subsequent employer.  Kevin
    M. Cameron, Chief Executive Officer
  Termination ofEmploymentVoluntary














withoutTermination in














Cause or forConnection











Involuntary


Good ReasonVoluntary


with a


Other


Permanent


Involuntary


Termination


Following aTermination for


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments

Good Reason


Control(1)


Termination


Death


for Cause


Cause


ControlCash Severance


2,760,000
(2)


4,320,000



780,000
(3)


2,760,000



-0-



2,760,000
(2)


4,320,000Stock Options


5,060,000



5,939,000



-0-



5,939,000



-0-



5,060,000



5,939,000Restricted Stock


2,966,000



4,574,000



-0-



4,574,000



-0-



2,966,000



4,574,000Health and Welfare Benefits Continuation


38,000



38,000



-0-



38,000



-0-



38,000



38,000280G Tax
    Gross-Up(4)


-0-



4,264,000



-0-



-0-



-0-



-0-



4,264,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


10,824,000



19,135,000



780,000



13,311,000



-0-



10,824,000



19,135,000     (1)
    
    Mr. Cameron may resign from
    his employment upon 30 days notice after 11 months
    following a Change in Control of HLTH and receive the benefits
    as if he was terminated without Cause or for Good Reason
    following a Change in Control (3 years of salary and bonus,
    plus the bonus for the year of termination). He may not
    unilaterally resign without Good Reason prior to such date and
    receive these benefits. However, for purposes of calculating the
    amounts included in the column for Voluntary Termination
    in Connection with Change in Control we treat such
    resignation as occurring on December 31, 2007 and assume
    that the requirement for the transition period has been met.(2)
    
    Represents 3 years of salary
    and an annual bonus for 2007. We have assumed, solely for
    purposes of preparing this table, that the amount of such annual
    bonus is $780,000 (based on what was actually paid for 2006, the
    year prior to the year of the assumed termination). 25




---



##### Table of Contents



(3)
    
    Mr. Cameron is entitled to
    receive his bonus (if any) so long as he remains employed
    through December 31 of the applicable year. Solely for purposes
    of preparing this table, we have assumed that the amount of such
    bonus is $780,000 the actual amount of the annual bonus paid to
    him for 2006 (the year prior to the year of the assumed
    termination).(4)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2007 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary continuation or the 2007
    bonus amount as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  Mark
    D. Funston, Executive VP and Chief Financial
    Officer
  Termination ofVoluntary














EmploymentTermination in














withoutVoluntary


Connection











Involuntary


CauseTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments

Reason


Control


Termination


Death


for Cause


Cause


ControlCash Severance(1)


-0-



-0-



-0-



375,000



-0-



375,000



750,000Stock Options


-0-



-0-



-0-



243,000



-0-



81,000



81,000Restricted Stock


-0-



-0-



-0-



603,000



-0-



201,000



201,000Health and Welfare Benefits Continuation


-0-



-0-



-0-



10,000



-0-



10,000



10,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


-0-



-0-



-0-



1,231,000



-0-



667,000



1,042,000     (1)
    
    $375,000 represents one year of
    salary; $750,000 represents two years of salary.  Wayne
    T. Gattinella, Chief Executive Officer and President of WebMD
    Segment
  Termination ofEmploymentwithoutVoluntary














Cause orTermination in














for GoodConnection











Involuntary


ReasonVoluntary


with a


Other


Permanent


Involuntary


Termination


Following aTermination for


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments

Good Reason


Control(1)


Termination


Death


for Cause


Cause


ControlCash Severance(2)


900,000



-0-



-0-



-0-



-0-



900,000



900,000Stock Options


1,296,000



1,296,000



-0-



2,593,000



-0-



1,296,000



1,296,000Restricted Stock


-0-



-0-



-0-



1,129,000



-0-



-0-



-0-Health and Welfare Benefits Continuation


10,000



-0-



-0-



-0-



-0-



10,000



10,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


2,206,000



1,296,000



-0-



3,722,000



-0-



2,206,000



2,206,000     (1)
    
    In the event of a Change in Control
    of WHC, the unvested portion of the options granted to
    Mr. Gattinella at the time of WHCs initial public
    offering would continue to vest until the next vesting date
    following the Change in Control, so long as he remains employed
    for 6 months following the Change in Control. For purposes
    of calculating the amounts included in the column entitled
    Voluntary Termination in Connection with Change in
    Control we treat such resignation as occurring on
    December 31, 2007 and assume that requirement for the
    6 month transition period has been met.(2)
    
    Represents one year of salary and
    an annual bonus for 2007. We have assumed, solely for purposes
    of this table, that the amount of the annual bonus used for
    calculating the amounts in this line of the table, is $340,000,
    the amount of Mr. Gattinellas bonus for 2006 (the
    year prior to the year of the assumed termination). 26




---



##### Table of Contents



Charles
    A. Mele, Executive VP, General Counsel and
    Secretary
  Termination ofEmploymentwithoutVoluntary














Cause orTermination in














for GoodVoluntary


Connection











Involuntary


ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments

Reason


Control(1)


Termination


Death


for Cause


Cause


ControlCash Severance


2,750,000
(2)


2,817,000



-0-



2,750,000



-0-



2,750,000
(2)


2,817,000Stock Options


412,000



856,000



-0-



856,000



-0-



412,000



856,000Restricted Stock


442,000



978,000



-0-



978,000



-0-



442,000



978,000Health and Welfare Benefits Continuation


38,000



38,000



-0-



38,000



-0-



38,000



38,000280G Tax
    Gross-Up(3)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


3,642,000



4,689,000



-0-



4,622,000



-0-



3,642,000



4,689,000     (1)
    
    Mr. Mele may resign from his
    employment after 6 months following a Change in Control of
    HLTH and receive the same benefits as if he was terminated
    without Cause or for Good Reason following a Change in Control
    (salary and bonus through February 1, 2011). He may not
    unilaterally resign without Good Reason prior to such date and
    receive these benefits. However, for purposes of calculating the
    amounts included in the column for Voluntary Termination
    in Connection with a Change in Control we treat such
    resignation as occurring on December 31, 2007 and assume
    that the 6 month transition period requirement has been met.(2)
    
    Represents 3 years of salary
    and 3 years of annual bonuses, plus an annual bonus for
    2007. We have assumed, solely for purposes of preparing this
    table, that the amount of such annual bonus is $350,000 (based
    on what was actually paid for 2006, the year prior to the year
    of the assumed termination).(3)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2007 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary continuation or the 2007
    bonus amount as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  Martin
    J. Wygod, Chairman of the Board
  Termination ofEmploymentwithoutVoluntary














Cause orTermination in














for GoodVoluntary


Connection











Involuntary


ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following afor Good


Change in


Voluntary


Disability or


Termination


without


Change inExecutive Benefits and Payments

Reason


Control


Termination


Death


for Cause


Cause


ControlCash Severance(1)


2,527,000



2,527,000



-0-



2,527,000



-0-



2,527,000



2,527,000Stock Options


5,688,000



5,688,000



-0-



5,688,000



-0-



5,688,000



5,688,000Restricted Stock


5,404,000



5,404,000



-0-



5,404,000



-0-



5,404,000



5,404,000Health and Welfare Benefits Continuation


32,000



32,000



-0-



32,000



-0-



32,000



32,000280G Tax
    Gross-Up(2)


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


13,651,000



13,651,000



-0-



13,651,000



-0-



13,651,000



13,651,000     (1)
    
    Represents salary through
    August 3, 2010. Mr. Wygod is required to provide
    consulting services during the period he is receiving severance
    payments. Please see the description of his employment agreement
    contained below.(2)
    
    We have assumed, solely for
    purposes of preparing this table, that the salary continuation
    portion of the severance is the only portion of the severance
    benefits that constitutes reasonable compensation
    for the consulting services required of Mr. Wygod and the
    restrictive covenants to which the executive is bound following
    the termination of employment. Accordingly, we have not treated
    the salary continuation portion as a parachute payment for
    purposes of Section 280G. Such assumption may change at the
    time of an actual change in control. 27




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##### Table of Contents



Employment
    Agreements with Named Executive Officers
    Kevin
    M. Cameron
    
    The agreement provides for an employment period through
    September 23, 2009.
    The agreement provides for an annual base salary of $660,000 and
    an annual bonus of up to 100% of base salary. For the fiscal
    year ended December 31, 2007, Mr. Cameron received an
    annual bonus of $520,000, an amount that was determined by the
    Compensation Committee in its discretion. See Compensation
    Discussion and Analysis  Use of Specific Types of
    Compensation in 2007  Annual Cash Bonuses
    above. The agreement provides that, for subsequent years, the
    amount of the annual bonus will be based upon performance goals
    to be approved by the Compensation Committee with respect to
    each such year. For information regarding
    Mr. Camerons equity compensation, see the
    Executive Compensation Tables above.
    In the event of the termination of Mr. Camerons
    employment by us without Cause or by
    Mr. Cameron for Good Reason, prior to a
    Change in Control (as those terms are described
    below), he would be entitled to:  (a)
    continue to receive his base salary at the rate in effect at the
    time of termination for a period of time equal to the length of
    his employment after the effective date of the agreement,
    rounded down to the nearest six months, but not longer than
    three years; and  (b)
    continue to participate in our benefit plans (or comparable
    plans) for the duration of the severance period.  1 2
  
    For purposes of the employment agreement:
    (a) Cause includes (i) any willful
    misconduct relating, directly or indirectly, to HLTH or any of
    its affiliates, that remains uncured, if susceptible to cure,
    after 30 days following written notice from HLTH detailing
    such misconduct; (ii) any breach of any material 28




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##### Table of Contents



provision contained in the employment agreement or any material
    policy, which breach remains uncured, if susceptible to cure,
    after 30 days following written notice from HLTH detailing
    such breach, or (iii) conviction of a felony or crime
    involving moral turpitude; and (b) Good Reason
    includes any of the following which remains uncured 30 days
    after written notice is provided to HLTH: (i) HLTHs
    material breach of the employment agreement, (ii) a
    material demotion of his position, and (iii) required
    relocation from his present residence or a requirement that he
    commute, on a regular basis, to HLTHs headquarters and
    such headquarters is outside of the New York City metropolitan
    area.  
    For purposes of the employment agreement:  (a)
    a Change in Control of HLTH includes (i) a
    change in the majority of the Board of Directors of HLTH without
    the consent of the incumbent directors, (ii) any person or
    entity becoming the beneficial owner of 25% or more of the
    voting shares of HLTH and the Compensation Committee determining
    that such transaction constitutes a change in control, taking
    into consideration all relevant facts, (iii) consummation
    of a reorganization, merger or similar transaction as a result
    of which HLTHs stockholders prior to the consummation of
    the transaction no longer represent 50% of the voting power, and
    (iv) consummation of a sale of all or substantially all of
    HLTHs assets; and  (b)
    a Change in Control of WHC includes (i) a
    change in the majority of the Board of Directors of WHC without
    the consent of the incumbent directors, (ii) any person or
    entity becoming the beneficial owner of 50% or more of the
    voting shares of WHC, (iii) consummation of a
    reorganization, merger or similar transaction as a result of
    which WHCs stockholders prior to the consummation of the
    transaction no longer represent 50% of the voting power,
    (iv) consummation of a sale of all or substantially all of
    WHCs assets, and (v) adoption of a plan of
    liquidation by WHC;    
    Mr. Cameron may terminate his employment upon
    30 days notice after 11 months following a
    Change in Control of HLTH and, if this occurs:  (a)
    Mr. Cameron would be entitled to continue to receive his
    base salary at his then current rate for three years following
    the termination of his employment;  (b)
    Mr. Cameron would be entitled to annual bonus payments for
    the period of salary continuance in an amount equal to the
    amount of his bonus for the year prior to the termination or, if
    higher, the bonus paid for the year immediately prior to the
    Change in Control;  (c)
    his participation in our benefit plans (or comparable plans)
    would continue for the duration of the salary continuation
    period;  (d)
    all options to purchase HLTH Common Stock and HLTH Restricted
    Stock granted to Mr. Cameron at or prior to October 1,
    2004 that have not vested prior to the date of termination would
    be vested as of the date of termination and all such options
    would remain exercisable as if he remained in our employ through
    the expiration date specified in the respective stock option
    plans and agreements;  (e)
    any remaining unvested portion of the option to purchase WHC
    Class A Common Stock would be vested as of the date of
    termination and all such options would remain exercisable
    through the 90 day post-termination exercise period plus
    the Section 409A Extension Period; and  (f)
    pursuant to the applicable award agreement, Mr. Cameron
    would vest in the remaining unvested portion of the grants to
    him made on October 23, 2006. 29




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##### Table of Contents




    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of HLTH, the options granted to
    Mr. Cameron by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period.
    If Mr. Camerons employment is terminated by us for
    Cause or by him without Good Reason, he (a) would not be
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination.
    In the event of the termination of Mr. Camerons
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to three years of salary
    continuation, three years of benefits continuation and three
    years of vesting of the equity granted on or prior to
    October 1, 2004 and three years of continued exercisability
    of options to purchase HLTH Common Stock. In accordance with the
    WHC 2005 Plan, the options to purchase WHC Class A Common
    Stock would vest on the date of termination as a result of death
    or disability and remain outstanding for one year.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date of cessation of Mr. Camerons employment.
    The severance payments and other post-employment benefits due to
    Mr. Cameron under the employment agreement are subject to
    Mr. Camerons continued compliance with these
    covenants.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Cameron
    incurs by reason of his receipt of any payment that constitutes
    an excess parachute payment as defined in Section 280G of
    the Internal Revenue Code. Any excess parachute payments and
    related tax
    gross-up
    payments made to Mr. Cameron will not be deductible by HLTH
    for federal income tax purposes.
    The employment agreement is governed by the laws of New Jersey.  Mark
    D. Funston
    
    The agreement provides for an employment period for five years
    from November 13, 2006.
    Under the agreement, Mr. Funstons annual base salary
    is $375,000 and Mr. Funston is eligible to receive an
    annual bonus of up to 50% of his annual base salary. The amount
    of any bonus is in the discretion of the Compensation Committee
    of the Board of HLTH. For 2007, Mr. Funston received a
    bonus of $100,000. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2007  Annual Cash Bonuses above. For
    information regarding Mr. Funstons equity
    compensation, see the Executive Compensation Tables
    above.
    In the event of the termination of Mr. Funstons
    employment by us without cause (as described below),
    he would be entitled to: (i) continuation of his base
    salary, as severance, for one year for each year of completed
    service with a minimum of one year and a maximum of three years
    (provided that if the termination occurs following a Change in
    Control (as defined in the 2000 Plan), the minimum severance pay
    period will be two years); (ii) payment of COBRA premiums
    as if he were an active employee with similar coverage during
    the period he is receiving severance (up to 18 months);
    (iii) the restricted stock described above will vest and
    the restrictions thereon will lapse on the date of termination
    for that portion of the award that would have vested on the next
    vesting date following the 30




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##### Table of Contents



termination of employment or, if such termination occurs after
    the second anniversary of the grant date, the next two vesting
    dates (to the extent not previously vested); and (iv) the
    option described above will continue to vest and remain
    outstanding through the next vesting date following the
    termination of employment (or, if such termination occurs
    following the second anniversary of the grant date, the next two
    vesting dates (to the extent not previously vested). If his
    employment is terminated as a result of his becoming disabled or
    his death, he (or his estate) will be entitled to the payments
    and benefits as if his employment had been terminated by HLTH
    without cause.  
    If Mr. Funstons employment is terminated by us for
    cause or by him, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the restricted stock or the stock options following the date of
    termination.
    For purposes of Mr. Funstons employment agreement,
    cause generally includes: (i) his bad faith in
    connection with the performance of his duties or his willful
    failure to follow the lawful instructions of the Chief Executive
    Officer, the Board or the Audit Committee, following written
    notice and a 20 day period of time to remedy such failure;
    (ii) his engaging in any willful misconduct that is, or is
    reasonably likely to be, injurious to HLTH (or any of its
    affiliates) or which could reasonably be expected to reflect
    negatively upon HLTH or otherwise impair or impede its
    operations; (iii) his material breach of a policy of HLTH,
    which breach is not remedied (if susceptible to remedy)
    following written notice and a 20 day period of time to
    remedy such breach; (iv) his material breach of the
    employment agreement, which breach is not remedied (if
    susceptible to remedy) following written notice and a
    20 day period of time to remedy such breach; or
    (v) his commission of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date employment has ceased for any reason. The severance
    payments and other post-employment benefits due to
    Mr. Funston under the employment agreement are subject to
    Mr. Funstons continued compliance with these
    covenants.
    The employment agreement is governed by the laws of the State of
    New Jersey.  Wayne
    T. Gattinella
    
    Mr. Gattinella currently receives an annual base salary of
    $560,000 and is eligible to earn a bonus of up to 100% of his
    base salary. For 2007, Mr. Gattinella received an annual
    bonus of $135,000, determined by WHCs Compensation
    Committee in its discretion (and ratified by HLTHs
    Compensation Committee). In addition, WHCs Compensation
    Committee approved an SBP Award of $135,000 with respect to
    Mr. Gattinella. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2007  Annual Cash Bonuses and
     Supplemental Bonus Program (SBP) above.
    With respect to subsequent years, the employment agreement
    provides that achievement of 50% of Mr. Gattinellas
    bonus will be based upon WHCs attainment of corporate
    financial and strategic goals to be established by WHCs
    Compensation Committee, with the financial goals generally
    related to revenue
    and/or other
    measures of operating results and achievement of the remaining
    50% of Mr. Gattinellas bonus will be based on
    performance goals to be established by WHCs Compensation
    Committee. For information regarding Mr. Gattinellas
    equity compensation, see the Executive Compensation
    Tables above.
    In the event of the termination of Mr. Gattinellas
    employment, prior to April 30, 2009, by WHC without
    Cause or by Mr. Gattinella for Good
    Reason (as those terms are described below), he would be
    entitled to continue to receive his base salary for one year
    from the date of termination, to receive any unpaid bonus for
    the year preceding the year in which the termination occurs, and
    to 31




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##### Table of Contents



receive healthcare coverage until the earlier of one year
    following his termination and the date upon which he receives
    comparable coverage under another plan. Amounts with respect to
    Mr. Gattinellas SBP Award are payable only in
    accordance with the terms of the Supplemental Bonus Program
    Trust (see Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2007  Annual Cash Bonuses and
     Supplemental Bonus Program (SBP) above).
    In addition, in the event that a termination of
    Mr. Gattinellas employment by WHC without Cause or by
    Mr. Gattinella for Good Reason occurs before the fourth
    anniversary of the grant of the options to purchase WHC
    Class A Common Stock made in connection with WHCs
    initial public offering, 25% of such options would continue to
    vest on the next vesting date following the date of termination.  
    In the event of a Change in Control of WHC (as that
    term is described below), the unvested portion of the options to
    purchase WHC Class A Common Stock would continue to vest
    until the next scheduled vesting date following the Change in
    Control. The continued vesting applies only if
    Mr. Gattinella remains employed until six months following
    such Change in Control or is terminated by our successor without
    Cause or he resigns for Good Reason during such six-month
    period. For purposes of the employment agreement, a Change
    in Control would occur when: (i) a person, entity or
    group acquires more than 50% of the voting power of WHC,
    (ii) there is a reorganization, merger or consolidation or
    sale involving all or substantially all of WHCs assets, or
    (iii) there is a complete liquidation or dissolution of WHC.
    For purposes of the employment agreement:
    (a) Cause includes (i) a continued willful
    failure to perform duties after 30 days written
    notice, (ii) willful misconduct or violence or threat of
    violence that would harm WHC, (iii) a material breach of
    WHCs policies, the employment agreement, or the Trade
    Secret and Proprietary Information Agreement (as described
    below), that remains unremedied after 30 days written
    notice, or (iv) conviction of a felony in respect of a
    dishonest or fraudulent act or other crime of moral turpitude;
    and (b) Good Reason includes any of the
    following conditions or events remaining in effect after
    30 days written notice: (i) a reduction in base
    salary, (ii) a material reduction in authority, or
    (iii) any material breach of the employment agreement by
    WHC.
    The employment agreement and the related agreement described
    below are governed by the laws of the State of New York.    Charles
    A. Mele
    
    The agreement provides for an employment period through
    February 1, 2011.
    Mr. Mele receives an annual base salary of $450,000. The
    amount of any bonus is in the discretion of the Compensation
    Committee of the Board of HLTH. For 2007, Mr. Mele received
    an annual bonus of 32




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##### Table of Contents



$233,000, determined by the Compensation Committee in its
    discretion. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2007  Annual Cash Bonuses above. For
    information regarding Mr. Meles equity compensation,
    see the Executive Compensation Tables above.  
    If Mr. Meles employment is terminated due to his
    death or disability, by us without Cause or by
    Mr. Mele for Good Reason (as those terms are
    described below), he would be entitled to: (a) continuation
    of his base salary, at the rate then in effect, for three years;
    (b) an amount for each of the three years equal to the
    greater of the average annual bonus he received in the three
    years prior to termination or the amount of the bonus he
    received in the last of those years; and (c) continued
    participation in our benefit plans (or comparable plans) for
    three years; provided, however, that if the termination is for
    Good Reason or without Cause following a Change in Control of
    HLTH, the payments in (a) and (b) above will continue
    for the remainder of the term of the agreement, if longer. If
    such termination occurs after the end of a fiscal year but
    before payment of the bonus for that year, he would also be
    entitled to receive the bonus, if any, earned for that fiscal
    year. In addition:  
    all options to purchase HLTH Common Stock and HLTH Restricted
    Stock granted to Mr. Mele by HLTH prior to the date of the
    agreement that have not vested prior to the date of termination
    would be vested as of the date of termination and the options
    would remain exercisable as if he remained in our employ through
    the expiration date specified in each applicable stock option
    agreement, except that the options granted to Mr. Mele on
    March 17, 2004 would remain exercisable only for
    90 days plus the Permitted 409A Extension Period;
    the portion of the options to purchase WHC Class A Common Stock
    granted to Mr. Mele by WHC on September 28, 2005 that
    would have vested on the next vesting date following the date of
    termination will vest on the date of termination and the vested
    portion of those options will remain exercisable for
    90 days plus the Permitted 409A Extension Period; provided,
    however, that, if termination is for Good Reason or without
    Cause following a Change in Control of HLTH, all of the options
    that have not vested prior to the date of termination would be
    vested as of the date of termination; and
    pursuant to the applicable award agreement, the option to
    purchase HLTH Common Stock granted to Mr. Mele on
    October 23, 2006 would remain outstanding and continue to
    vest until the next vesting date and the next vesting of the
    HLTH Restricted Stock grant made on the same date would
    accelerate to the date of termination (provided, however, that
    if his employment is terminated without Cause or Good Reason
    following a Change in Control, then such awards are deemed fully
    vested on the date of termination).  
    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of HLTH, the options granted to
    Mr. Mele by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period.
    If Mr. Meles employment is terminated by us for Cause
    or by him without Good Reason, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the stock options or restricted stock following the date of
    termination.
    For purposes of Mr. Meles employment agreement:
    (a) Cause includes (i) a material breach
    of the employment agreement that remains unremedied after
    30 days written notice, or (ii) conviction of a
    felony; and (b) Good Reason includes (i) a
    material reduction in title or responsibilities, (ii) a
    requirement that Mr. Mele report to anyone other than the
    Chief Executive Officer of HLTH, (iii) a reduction in base
    salary or material fringe benefits, (iv) a material breach
    of the employment agreement, (v) a requirement that
    Mr. Mele relocate to a location that is more than
    25 miles from his current residence, or (vi) a Change
    in Control of HLTH occurs and he remains in the employ of HLTH
    for six months after the Change in Control. 33




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
    Mr. Mele is subject to confidentiality obligations that
    survive indefinitely and non-solicitation and non-competition
    obligations that survive for two years or, if applicable, for
    the three year period in which severance is payable under the
    agreement. The severance payments and other post-employment
    benefits due to Mr. Mele under the employment agreement are
    subject to Mr. Meles continued compliance with these
    covenants.
    There is a tax
    gross-up
    provision relating to any excise tax that Mr. Mele incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Mele will not be deductible by HLTH
    for federal income tax purposes.  Martin
    J. Wygod
    
    The employment agreement provides for an employment period
    through August 3, 2010.
    Under the employment agreement, Mr. Wygod received an
    annual base salary of $1.26 million until the completion of
    WHCs initial public offering; when the initial public
    offering was completed in September 2005, Mr. Wygods
    base salary was reduced to $975,000 per year. The amount of any
    bonus is in the discretion of the Compensation Committee of the
    Board of HLTH. For 2007, Mr. Wygod received an annual bonus
    of $520,000. See Compensation Discussion and
    Analysis  Use of Specific Types of Compensation in
    2007  Annual Cash Bonuses above. For
    information regarding Mr. Wygods equity compensation,
    see the Executive Compensation Tables above.
    In the event of the termination of Mr. Wygods
    employment by us without Cause or by Mr. Wygod
    for Good Reason (as those terms are described
    below), Mr. Wygod would become a consultant for us and
    would be entitled to receive his salary, at the rate then in
    effect, and continuation of benefits until the later of
    (i) two years following such termination or
    (ii) August 3, 2010. In addition, all options, or
    other forms of equity compensation, granted to Mr. Wygod by
    us or any of our affiliates (which would include WHC) that have
    not vested prior to the date of termination would become vested
    as of the date of termination and, assuming there has not been a
    Change in Control of HLTH or of WHC, would continue to be
    exercisable as long as he remains a consultant (or longer if the
    plan or agreement expressly provided). The amount of past
    bonuses would not be included in the calculation of the amount
    of Mr. Wygods severance payments. In the event that
    Mr. Wygods employment is terminated due to death or
    disability, he or his estate would receive the same benefits as
    described above.
    The employment agreement provides that in the event there is a
    Change in Control of HLTH, all outstanding options and other
    forms of equity compensation (including equity compensation
    granted by WHC) would become immediately vested on the date of
    the Change in Control and, if following the Change in Control,
    Mr. Wygods employment terminates for any reason other
    than Cause, they would continue to be exercisable until the
    tenth anniversary of the applicable date of grant. A Change in
    Control of HLTH is also an event that constitutes Good Reason
    for purposes of a termination by Mr. Wygod. In the event
    there is a Change in Control of WHC, any portion of
    Mr. Wygods equity that relates to WHC will fully vest
    and become exercisable on the date of such event, and if
    following such event, Mr. Wygods engagement with WHC
    is terminated for any reason other than Cause, such equity will
    remain outstanding until the expiration of its original term. 34




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
    For purposes of the employment agreement:
    (a) Cause includes a final court adjudication
    that Mr. Wygod (i) committed fraud or a felony
    directed against our company or an affiliate relating to his
    employment, or (ii) materially breached any of the material
    terms of the employment agreement; and (b) the definition
    of Good Reason includes the following conditions or
    events: (i) a material reduction in title or responsibility
    that remains in effect for 30 days after written notice,
    (ii) a final court adjudication that we materially breached
    any material provisions of the employment agreement,
    (iii) failure to serve on our Board or Executive Committee
    of our Board, or (iv) the occurrence of a Change in Control
    of HLTH.
    In the event Mr. Wygod terminates his engagement with WHC
    for Good Reason (as described in the following
    sentence), any portion of equity that relates to WHC will fully
    vest and become exercisable on the date his engagement
    terminates and will remain exercisable for the period beginning
    on such date and ending on the later of two years following such
    termination or August 3, 2010. For the purposes of a
    termination of Mr. Wygods engagement with WHC by him,
    Good Reason means a material reduction in
    Mr. Wygods title or responsibilities as Chairman of
    the Board of WHC.
    In the event that Mr. Wygods employment with HLTH is
    terminated for any reason, but he remains Chairman of the Board
    of WHC, WHC will have no obligation to pay a salary to
    Mr. Wygod.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that continue until the second
    anniversary of the date his employment has ceased. The
    consulting fees and other post-employment payments and benefits
    due to Mr. Wygod under the employment agreement are subject
    to Mr. Wygods continued compliance with these
    covenants.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Wygod incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Wygod will not be deductible for
    federal income tax purposes.  Director
    Compensation
   35




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security
    Ownership of Certain Beneficial Owners and Management
  c/o HLTH 07407-1361.
  Common



Total

Percent ofName and Address of Beneficial Owner

Stock(1)

Other(2)

Shares

Outstanding(2)FMR Corp.(3)


14,821,042







14,821,042



8.1
%82 Devonshire Street
    Boston, MA 02109Ziff Asset Management, L.P.(4)


13,409,998







13,409,998



7.3
%283 Greenwich Avenue
    Greenwich, CT 06830Baron Capital Group, Inc.(5)


13,208,187







13,208,187



7.2
%283 Greenwich Avenue
    Greenwich, CT 06830Kensico Capital Management Corp.(6)


12,054,389







12,054,389



6.6
%55 Railroad Avenue, 2nd Floor
    Greenwich, CT 06830Mark J. Adler, M.D.


10,600
(7)


212,249



222,849



*Paul A. Brooke


371,667
(8)


186,249



557,916



*Kevin M. Cameron


625,156
(9)


2,637,668



3,262,824



1.8
%Neil F. Dimick






34,165



34,165



*Mark Funston


60,000
(10)


45,000



105,000



*Wayne T. Gattinella


20,218



489,881



510,099



*James V. Manning


568,515
(11)


224,249



792,764



*Charles A. Mele


278,446
(12)


1,759,000



2,037,446



1.1
%Herman Sarkowsky


495,996



386,249



882,245



*Joseph E. Smith


29,250



142,249



171,499



*Martin J. Wygod


7,587,649
(13)


4,103,000



11,690,649



6.2
%All executive officers and directors as a group (13 persons)


9,924,811



10,718,709



20,643,520



10.6
%     *
    
    Less than 1%.(1)
    
    The amounts set forth in this
    column include 156, 1,855 and 236 shares of HLTH Common
    Stock held in the respective accounts of each of
    Messrs. Cameron, Mele and Wygod in the HLTH 401(k) Plan
    (which we refer to in this table as 401(k) Plan Shares), all of
    which are vested in accordance with terms of the Plan. The
    amount set forth in this column for All executive officers
    and directors as a group includes 2,247 401(k) Plan
    Shares, all of which are vested in accordance with the terms of
    the HLTH 401(k) Plan.Messrs. Cameron, Funston, Mele
    and Wygod are beneficial owners of shares of HLTH Restricted
    Stock in the respective amounts stated in the footnotes below.
    Holders of HLTH Restricted Stock have voting power, but not
    dispositive power, with respect to unvested shares of HLTH
    Restricted Stock. For information regarding the vesting
    schedules of the HLTH Restricted Stock, see Executive
    Compensation  Executive Compensation
    Tables  Outstanding Equity Awards at End of
    2007 in Item 11 above. 36




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##### Table of Contents



(2)
    
    Beneficial ownership is determined
    under the rules and regulations of the SEC, which provide that
    shares of Common Stock that a person has the right to acquire
    within 60 days are deemed to be outstanding and
    beneficially owned by that person for the purpose of computing
    the total number of shares beneficially owned by that person and
    the percentage ownership of that person. However, those shares
    are not deemed to be outstanding for the purpose of computing
    the percentage ownership of any other person. Accordingly, we
    have set forth, in the column entitled Other, with
    respect to each person listed, the number of shares of HLTH
    Common Stock that such person has the right to acquire pursuant
    to options that are currently exercisable or that will be
    exercisable within 60 days of April 15, 2008. We have
    calculated the percentages set forth in the column entitled
    Percent of Outstanding based on the number of shares
    outstanding as of April 15, 2008 (which was 183,447,512,
    including unvested shares of HLTH Restricted Stock) plus, for
    each listed person or group, the number of additional shares
    deemed outstanding, as set forth in the column entitled
    Other.(3)
    
    The information shown is as of
    February 29, 2008 and is based upon information disclosed
    by FMR Corp., Fidelity Management and Research Company, Fidelity
    Growth Company Fund and Edward C. Johnson, 3d in a
    Schedule 13G filed with the SEC. Such persons reported that
    FMR Corp. and the other members of the filing group had, as of
    February 29, 2008, sole power to dispose of or to direct
    the disposition of 14,821,042 shares of HLTH Common Stock.
    Sole power to vote the other shares of HLTH Common Stock
    beneficially owned by the filing group resides in the respective
    boards of trustees of the funds that have invested in the shares.(4)
    
    The information shown is as of
    December 31, 2007 and is based upon information disclosed
    by Ziff Asset Management, L.P., PBK Holdings, Inc., Philip B.
    Korsant and ZBI Equities, L.L.C. in a Schedule 13G filed
    with the SEC. Such persons reported that they had, as of
    December 31, 2007, shared power to dispose of or to direct
    the disposition of 13,409,998 shares of HLTH Common Stock
    and sole power to vote or to direct the vote of
    13,409,998 shares of HLTH Common Stock, except that Ziff
    Asset Management, L.P. had shared voting power and shared
    dispositive power with respect to only 12,278,030 of those
    shares.(5)
    
    The information shown is as of
    December 31, 2007 and is based upon information disclosed
    by Baron Capital Group, Inc., BAMCO, Inc., Baron Capital
    Management and Ronald Baron in a Schedule 13G filed with
    the SEC. Such persons reported that they had, as of
    December 31, 2007, sole power to dispose or direct the
    disposition of 150,000 shares of HLTH Common Stock, shared
    power to dispose or direct the disposition of
    13,058,187 shares of HLTH Common Stock, sole power to vote
    or to direct the vote of 150,000 shares of HLTH Common
    Stock and shared power to vote or to direct the vote of
    11,556,876 shares of HLTH Common Stock, except that Baron
    Capital Management, Inc. had shared voting power with respect to
    only 475,800 of those shares and shared dispositive power with
    respect to only 491,100 of those shares and BAMCO, Inc. did not
    have sole voting or dispositive power with respect to any of
    those shares and had shared voting power with respect to only
    11,081,076 of those shares and shared dispositive power with
    respect to only 12,567,087 of those shares.(6)
    
    The information shown is as of
    December 31, 2007 and is based upon information disclosed
    by Kensico Capital Management Corp., Michael Lowenstein and
    Thomas J. Coleman in a Schedule 13G filed with the SEC.
    Such persons reported that they had, as of December 31,
    2007, sole power to dispose of or to direct the disposition of
    12,054,389 shares of HLTH Common Stock and sole power to
    vote or to direct the vote of 12,054,389 shares of HLTH
    Common Stock.(7)
    
    Represents 10,000 shares held
    by Dr. Adler and 600 shares held by
    Dr. Adlers son.(8)
    
    Represents 170,000 shares held
    by Mr. Brooke and 201,667 shares held by PMSV Holdings
    LLC, of which Mr. Brooke is the managing member.(9)
    
    Represents 283,625 shares held
    by Mr. Cameron, 156 401(k) Plan Shares and 341,375 unvested
    shares of HLTH Restricted Stock.(10)
    
    Represents 15,000 shares held
    by Mr. Funston and 45,000 unvested shares of HLTH
    Restricted Stock.(11)
    
    Represents 503,018 shares held
    by Mr. Manning (including 12,500 through an IRA),
    3,000 shares held by Mr. Mannings wife through
    an IRA, and 62,497 shares held by the WebMD Health
    Foundation, Inc., a charitable foundation of which Messrs.
    Manning and Wygod are trustees and share voting and dispositive
    power.(12)
    
    Represents 88,591 shares held
    by Mr. Mele, 1,855 401(k) Plan Shares, 73,000 unvested
    shares of HLTH Restricted Stock and 115,000 shares held by
    the Rose Foundation, a private charitable foundation of which
    Messrs. Mele and Wygod are trustees and share voting and
    dispositive power.(13)
    
    Represents 6,924,584 shares
    held by Mr. Wygod, 236 401(k) Plan Shares,
    319,000 shares of unvested HLTH Restricted Stock,
    5,000 shares held by Mr. Wygods spouse through
    an IRA, 161,332 shares held by SYNC, Inc., which is
    controlled by Mr. Wygod, 62,497 shares held by the
    WebMD Health Foundation, Inc., a charitable foundation of which
    Messrs. Wygod and Manning are trustees and share voting and
    dispositive power, and 115,000 shares held by the Rose
    Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power. 37




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##### Table of Contents



Equity
    Compensation Plan Information
    (c)(b)


Number of Securities(a)


Weighted-Average


Remaining Available forNumber of Securities to be


Exercise Price of


Future Issuance Under EquityIssued Upon Exercise of


Outstanding


Compensation PlansOutstanding Options,


Options, Warrants


(Excluding SecuritiesPlan Category(1)

Warrants and Rights


and Rights


Reflected in Column (a))Equity compensation plans approved by security holders


23,451,328


$
12.50



13,036,152
(2)Equity compensation plans not approved by security holders(3)


4,348,410


$
8.78



765,276
(4)Total


27,799,738


$
11.92



13,801,428
(2)(4)     (1)
    
    This table does not include
    outstanding options to acquire 21,934,677 shares of HLTH
    Common Stock at a weighted-average exercise price of $16.90 per
    share that were assumed by HLTH in mergers or acquisitions. We
    cannot grant additional awards under these assumed plans. For
    additional information regarding the assumed options, see
    Note 13 to the Consolidated Financial Statements in this
    Annual Report. In addition, this table does not include equity
    plans of WHC providing for options to purchase shares of WHC
    Class A Common Stock and shares of WHC Restricted Stock.
    For information regarding those equity compensation plans, see
    Note 13 to the Consolidated Financial Statements in this
    Annual Report.(2)
    
    Includes shares of Common Stock
    reserved for issuance under our 1998 Employee Stock Purchase
    Plan (ESPP). For additional information regarding the ESPP, see
    Note 13 to the Consolidated Financial Statements in this
    Annual Report. The last purchase under the ESPP will occur on
    April 30, 2008, following which the ESPP will terminate.(3)
    
    The plans included in this category
    did not require approval of our stockholders under applicable
    law and Nasdaq rules at the time such plans were adopted. In
    accordance with the rules and regulations of the SEC,
    equity compensation plans includes warrants issued
    to third parties. Accordingly, this category includes warrants
    to acquire 2,440,838 shares of HLTH Common Stock at a
    weighted-average exercise price of $9.52 per share. None of
    these warrants are held by HLTH employees. We cannot grant
    additional awards under the relevant agreements pursuant to
    which those warrants were issued. The warrants were issued in a
    variety of transactions, including transactions with strategic
    partners, suppliers and service providers. For additional
    information regarding these warrants, see Note 15 to the
    Consolidated Financial Statements in this Annual Report. See
    Description of Plans Not Approved by Stockholders
    for descriptions of the other equity compensation
    plans in this category.(4)
    
    Includes 557,958 shares of
    HLTH Common Stock available for grant of restricted stock awards
    under our 2002 Restricted Stock Plan.  Description
    of Plans Not Approved by Stockholders
  2001 Stock Plan.
 38




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##### Table of Contents



2002 Restricted Stock Plan.
  Envoy Stock Plan.
  Option Agreement with Wayne Gattinella.
  ViPS Stock Plan.
 
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Director
    Independence
     39




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##### Table of Contents



Transactions
    with WHC
  Form 10-K
  Merger
    Agreement
    Services
    Agreement
   40




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##### Table of Contents



Registration
    Rights Agreement
    Tax
    Sharing Agreement
       41




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##### Table of Contents



Indemnity
    Agreement
    
    the operations of WHCs business;
    any material untrue statements or omissions in the Prospectus
    included in the IPO Registration Statement, other than material
    untrue statements or omissions contained in or pertaining to
    information relating solely to HLTH; and
    guarantees or undertakings made by HLTH to third parties in
    respect of WHCs liabilities or obligations or those of
    WHCs subsidiaries.    
    the operations of HLTHs business;
    any material untrue statements or omissions in the Prospectus
    included in the IPO Registration Statement, other than material
    untrue statements or omissions contained in or pertaining to
    information relating solely to WHC; and
    certain pre-existing legal proceedings.    Intellectual
    Property License Agreement
    Private
    Portals License
    Product
    Development, Marketing and Related Arrangements
    
    online tools and applications that are displayed to physicians
    and consumers that provide quality ratings of
    providers and that analyze patient care (we refer to these types
    of applications as External Clinical Quality
    Applications); and
    online tools and applications that are displayed to end-user
    consumers, plan members
    and/or
    patients to assist in (a) communicating with, or viewing
    information from, providers or payers, (b) making informed
    benefit, provider
    and/or
    treatment choices, through access to content, personal health
    records, 42




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##### Table of Contents



plan comparison tools, benefit comparison tools, cost treatment
    indicators, calculators, etc. or (c) managing and utilizing
    consumer-directed health plans and the related health savings
    accounts and other consumer directed financial accounts (we
    refer to all of these types of applications as Consumer-Directed
    Applications).    
    EPS has agreed to continue its relationship with WHC to
    exclusively integrate WHCs personal health record with
    EPSs clinical products, including EPSs electronic
    medical record.
    EBS has agreed to continue its strategic relationship with WHC
    and to offer WHC the opportunity to provide EBS with External
    Clinical Quality Applications and Consumer Directed Applications
    subject to mutual agreement on certain terms. In addition, if
    WHC determines to pursue a Consumer Directed Application for the
    financial administration of the patient encounter, such as
    clinical messaging or a personal financial record, and requests
    EBS to assist WHC in that regard, WHC and EBS have agreed to use
    reasonable efforts to integrate and market such applications. In
    addition, EBS agreed to license certain de-identified data to
    HLTH for use in the development and commercialization of certain
    applications.  Other
    Business Arrangements with WHC
    Other
    Related Party Transactions
      Audit
    Committee Review of Related Party Transactions
   43




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##### Table of Contents



case-by-case
     
  Item 14.
    Principal
    Accountant Fees and Services    Type of Fees

2007


2006Audit Fees

$
1,903,198


$
3,919,332Audit-Related Fees


162,775



2,393,470Tax Fees


353,561



280,982All Other Fees


1,500



1,500Total Fees

$
2,421,034


$
6,595,284     
    audit fees include: (a) fees billed for
    professional services (i) for the audit of the consolidated
    financial statements included in HLTHs and WHCs
    Annual Reports on
    Form 10-K
    for that fiscal year, (ii) for review of the consolidated
    financial statements included in HLTHs and WHCs
    Quarterly Reports on
    Form 10-Q
    filed during that fiscal year, and (iii) for the audits of
    internal control over financial reporting and managements
    assessment of internal control over financial reporting for that
    fiscal year with respect to HLTH and WHC; and (b) fees billed
    for services that are normally provided by the principal
    accountant in connection with statutory and regulatory filings
    or engagements for that year;
    audit-related fees are fees billed in the year for
    assurance and related services that are reasonably related to
    the performance of the audit or review of our financial
    statements, which consisted of fees 44




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##### Table of Contents



related to audits of our employee benefit plans for that year
    and, for 2006, included fees for the audit, due diligence and
    other services related to the 2006 EBS Sale and the EPS Sale;  
    tax fees are fees billed in the year for
    professional services for tax compliance, tax advice, and tax
    planning and analysis; and
    all other fees are fees billed in the year for any
    products and services not included in the first three categories
    and consisted of a subscription to Ernst &
    Youngs online research tool.    case-by-case
 45




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##### Table of Contents



SIGNATURES
    HLTH
    Corporation
  By:
    /s/  Mark
    D. Funston   Executive Vice President and
 Chief Financial Officer
 46




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##### 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)4.2

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) E-1




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##### Table of Contents



Exhibit No.

Description4.3

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)10.12**

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) E-2




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Exhibit No.

Description10.13**

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)10.31**

1998 Porex Technologies Corp. Stock Option Plan of Synetic, Inc.
    (incorporated by reference to Exhibit 4.2 to Synetic,
    Inc.s Registration Statement on
    Form S-8
    (No. 333-72517)
    filed February 17, 1999) E-3




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##### Table of Contents



Exhibit No.

Description10.32**

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)10.48**

WebMD, LLC Supplemental Bonus Program Trust Agreement
    (incorporated by reference from Amendment No. 1 (filed April 29,
    2008) to WHCs Annual Report on Form 10-K for the year
    ended December 31, 2007)12.1

Computation of Ratio of Earnings to Fixed Charges14.1

Code of Business Conduct (incorporated by reference to
    Exhibit 14.1 to the Registrants Current Report on
    Form 8-K
    filed February 9, 2006) 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 Registrant***31.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Registrant***32.1

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.***
    
    Filed with this Amendment
    No. 1. E-5