HLTH Corporation Announces Second Quarter Financial Results

ELMWOOD PARK, N.J., July 30 /PRNewswire-FirstCall/ -- HLTH Corporation
(Nasdaq: HLTH) today announced financial results for the three months ended
June 30, 2009.

"I am pleased with WebMD's results this quarter. At a time when many internet
and media companies are seeing declines in advertising revenue, WebMD
continues to experience strong growth," said Martin J. Wygod, Chairman and
Acting CEO of HLTH Corporation. "Advertiser demand for our high quality and
highly engaged audience is increasing. The strength of the WebMD brand, the
size and quality of our audience, the sophisticated set of services we offer
our advertisers, and our technology platform and expertise clearly
differentiate us from others in the marketplace and provide a solid foundation
for growth."

Consolidated Financial Highlights
Revenue for the second quarter was $98.6 million compared to $86.0 million in
the prior year period, an increase of 15%. Earnings before interest, taxes,
non-cash and other items ("Adjusted EBITDA") for the second quarter was $20.0
million compared to $12.8 million in the prior year period, an increase of
56%.

Income from continuing operations for the second quarter was $700 thousand or
$0.01 per share as compared to a loss from continuing operations of $(1.6)
million or $(0.01) per share in the prior year period. Loss from discontinued
operations was $(12.4) million or $(0.12) per share, compared to $(3.2)
million or $(0.02) per share in the prior year period. Net loss was $(11.7)
million or $(0.11) per share, compared to $(4.8) million or $(0.03) per share
in the prior year period.

HLTH's financial results present Little Blue Book, WebMD's print directory
business, and Porex as discontinued operations for current and prior periods,
and present ViPS, which was sold in July 2008, as discontinued operations in
the prior year period. Loss from discontinued operations and net loss for the
second quarter of 2009 include an after-tax expense of approximately $11
million reflecting an increase in the estimate of HLTH's indemnification
obligation for the defense costs of the eight former officers and directors of
Emdeon Practice Services, a former subsidiary of HLTH which was divested in
2006, partially offset by proceeds from a settlement with one of our insurance
carriers related to this matter. The loss from discontinued operations and
net loss for the second quarter of 2009 also include a non-cash, after-tax
impairment charge of $5 million related to the carrying value of WebMD's
Little Blue Book physician directory business.

At June 30, 2009, HLTH had approximately $828 million in cash and investments,
of which $373 million is attributable to WebMD.

Operating Highlights
Public portal advertising and sponsorship revenue was $76.0 million for the
second quarter, compared to $64.1 million in the prior year period, an
increase of 18%. Traffic to the WebMD Health Network continued to grow
strongly, reaching an average of 59.8 million unique users per month and total
traffic of 1.4 billion page views during the second quarter, increases of 24%
and 31%, respectively, from a year ago. In the second quarter, 1.6 million
continuing medical education (CME) programs were completed on the WebMD
Professional Network, an increase of 25% from the prior year period.

Private portal services revenue was $22.6 million for the second quarter
compared to $21.9 million in the prior year period, an increase of 4%. The
base of large employers and health plans utilizing WebMD's private Health and
Benefits portals during the second quarter was 137 as compared to 123 a year
ago. During the quarter, WebMD launched integrated platform services for Blue
Cross Blue Shield of Florida, Inc.

Merger with WebMD
As previously announced, HLTH and WebMD entered into a definitive merger
agreement on June 17, 2009. On July 10, 2009, WebMD filed a Registration
Statement with the SEC containing a preliminary joint proxy
statement/prospectus relating to the merger and HLTH and WebMD have scheduled
stockholders meetings for September 25, 2009 to seek the necessary stockholder
approvals.

Financial Guidance
HLTH's financial guidance is provided in a schedule attached to this release.

In a separate release issued today, WebMD reaffirmed its financial guidance
for 2009 and narrowed the ranges for its anticipated revenue and Adjusted
EBITDA by raising the low end of those ranges.

Analyst and Investor Conference Call
As previously announced, HLTH and WebMD will host a conference call at 4:45 pm
(Eastern) today to discuss their respective second quarter results. Investors
can access the call via webcast at www.hlth.com (in the Investor Relations
section). A replay of the call will be available at the same web address.

About HLTH
HLTH Corporation (Nasdaq: HLTH) owns approximately 83% of WebMD Health Corp.
(Nasdaq: WBMD). WebMD is the leading provider of health information services,
serving consumers, physicians, healthcare professionals, employers and health
plans through its public and private online portals and health-focused
publications. HLTH also owns Porex, a developer, manufacturer and distributor
of proprietary porous plastic products and components used in healthcare,
industrial and consumer applications.

All statements contained in this press release and the related analyst and
investor conference call, other than statements of historical fact, are
forward-looking statements, including those regarding: our guidance on HLTH's
and WebMD's future financial results and other projections or measures of
their future performance; market opportunities and WebMD's ability to
capitalize on them; the benefits expected from new products or services and
from other potential sources of additional revenue; expectations regarding the
market for WebMD's and HLTH's investments in auction rate securities (ARS);
the merger transaction between HLTH and WebMD (the "Merger Transaction"); and
the potential sale transaction with respect to Porex (the "Potential Porex
Transaction"). These statements speak only as of the date of this press
release, are based on HLTH's and WebMD's current plans and expectations, and
involve risks and uncertainties that could cause actual future events or
results to be different than those described in or implied by such
forward-looking statements. These risks and uncertainties include those
relating to: market acceptance of WebMD's products and services; WebMD's
relationships with customers and strategic partners; changes in the markets
for ARS; and changes in economic, political or regulatory conditions or other
trends affecting the healthcare, Internet, information technology and plastics
industries. Further information about these matters can be found in our other
Securities and Exchange Commission filings. In addition, there can be no
assurances regarding: whether HLTH and WebMD will be able to complete the
Merger Transaction or as to the timing of such transaction; or whether HLTH
will be able to complete the Potential Porex Transaction or as to the timing
or terms of such transaction. Except as required by applicable law or
regulation, we do not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.

This press release, and the accompanying tables, include both financial
measures in accordance with accounting principles generally accepted in the
United States of America, or GAAP, as well as certain non-GAAP financial
measures. The tables attached to this press release include reconciliations of
these non-GAAP financial measures to GAAP financial measures. In addition, an
"Explanation of Non-GAAP Financial Measures" is attached to this press release
as Annex A.

WebMD(R), and POREX(R) are trademarks of HLTH Corporation or its subsidiaries.

-Tables Follow-

HLTH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2009 2008 2009 2008
---- ---- ---- ----
(a) (a)
Revenue $98,631 $85,964 $188,895 $166,614
Cost of operations 39,229 31,968 75,794 62,895
Sales and marketing 26,797 24,898 54,358 50,047
General and
administrative 22,003 22,778 43,851 43,627
Depreciation and
amortization 6,956 7,214 14,059 13,989
Interest income 1,958 8,062 4,220 19,998
Interest expense 5,781 6,585 12,317 13,110
Gain on repurchases
of convertible notes 3,473 - 10,120 -
Gain on sale of EBS
Master LLC - - - 538,024
Impairment of auction
rate securities - - - 60,108
Other expense, net 552 666 821 4,810
--- --- --- -----
Income (loss) from
continuing operations
before income tax
provision (benefit) 2,744 (83) 2,035 476,050
Income tax provision
(benefit) 750 569 (467) 26,171
Equity in earnings of
EBS Master LLC - - - 4,007
--- --- --- -----
Consolidated income
(loss) from continuing
operations 1,994 (652) 2,502 453,886
Consolidated loss
from discontinued
operations, net
of tax (13,284) (3,063) (12,767) (6)
------- ------ ------- --
Consolidated net
(loss) income
inclusive of
noncontrolling
interest (11,290) (3,715) (10,265) 453,880
(Income) loss
attributable to
noncontrolling
interest (387) (1,071) (997) 2,774
---- ------ ---- -----
Net (loss) income
attributable to
HLTH stockholders $(11,677) $(4,786) $(11,262) $456,654
======== ======= ======== ========

Amounts attributable
to HLTH stockholders:
Income (loss) from
continuing
operations $703 $(1,611) $509 $456,711
Loss from
discontinued
operations (12,380) (3,175) (11,771) (57)
------- ------ ------- ---
Net (loss) income
attributable to
HLTH stockholders $(11,677) $(4,786) $(11,262) $456,654
======== ======= ======== ========

Basic (loss) income
per common share:
Income (loss)
from continuing
operations $0.01 $(0.01) $0.00 $2.50
Loss from
discontinued
operations (0.12) (0.02) (0.11) (0.00)
----- ----- ----- -----
Net (loss) income
attributable to
HLTH stockholders $(0.11) $(0.03) $(0.11) $2.50
====== ====== ====== =====

Diluted (loss) income
per common share:
Income (loss)
from continuing
operations $0.01 $(0.01) $0.00 $2.04
Loss from
discontinued
operations (0.12) (0.02) (0.11) (0.01)
----- ----- ----- -----
Net (loss) income
attributable to
HLTH stockholders $(0.11) $(0.03) $(0.11) $2.03
====== ====== ====== =====

Weighted-average
shares outstanding
used in computing
(loss) income per
common share:
Basic 102,608 182,622 102,178 182,399
======= ======= ======= =======
Diluted 105,674 186,243 104,962 228,209
======= ======= ======= =======

(a) The consolidated financial statements for the three and six months
ended June 30, 2008 have been adjusted to reflect (i) the required
adoption, effective January 1, 2009, of Financial Accounting
Standards Board's Staff Position APB Opinion No. APB 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled
in Cash Upon Conversion (Including Partial Cash Settlement)" and
Statement of Financial Accounting Standards No. 160,
"Noncontrolling Interests in Consolidated Financial Statements -
an amendment of ARB No. 51" and (ii) the reclassification of WebMD's
Little Blue Book print directory business to discontinued
operations.

HLTH CORPORATION
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2009 2008 2009 2008
---- ---- ---- ----
Revenue (d) (d)
WebMD:
Public portal advertising
and sponsorship $75,992 $64,138 $143,281 $122,865
Private portal services 22,639 21,866 45,614 43,789
Inter-segment eliminations - (40) - (40)
- --- - ---
$98,631 $85,964 $188,895 $166,614
======= ======= ======== ========
Earnings before interest,
taxes, non-cash and other items
("Adjusted EBITDA") (a)
WebMD $23,218 $18,392 $41,906 $34,724
Corporate (3,197) (5,573) (6,624) (10,632)
------ ------ ------ -------
20,021 12,819 35,282 24,092

Adjusted EBITDA per
diluted common share (b) $0.19 $0.07 $0.34 $0.11
----- ----- ----- -----

Interest, taxes, non-cash and
other items (c)
Interest income 1,958 8,062 4,220 19,998
Interest expense (5,781) (6,585) (12,317) (13,110)
Income tax (provision) benefit (750) (569) 467 (26,171)
Depreciation and amortization (6,956) (7,214) (14,059) (13,989)
Non-cash stock-based
compensation (9,412) (6,448) (18,566) (12,388)
Non-cash advertising - - (1,753) (1,558)
Gain on repurchases of
convertible notes 3,473 - 10,120 -
Equity in earnings of EBS
Master LLC - - - 4,007
Gain on sale of EBS Master LLC - - - 538,024
Impairment of auction rate
securities - - - (60,108)
Other expense, net (559) (717) (892) (4,911)
---- ---- ---- ------
Consolidated income (loss) from
continuing operations 1,994 (652) 2,502 453,886
Consolidated loss from
discontinued operations,
net of tax (13,284) (3,063) (12,767) (6)
------- ------ ------- --
Consolidated net (loss) income
inclusive of noncontrolling
interest (11,290) (3,715) (10,265) 453,880
(Income) loss attributable
to noncontrolling interest (387) (1,071) (997) 2,774
---- ------ ---- -----
Net (loss) income attributable
to HLTH stockholders $(11,677) $(4,786) $(11,262) $456,654
======== ======= ======== ========

Amounts attributable to HLTH
stockholders:
Income (loss) from
continuing operations $703 $(1,611) $509 $456,711
Loss from discontinued
operations (12,380) (3,175) (11,771) (57)
------- ------ ------- ---
Net (loss) income attributable
to HLTH stockholders $(11,677) $(4,786) $(11,262) $456,654
======== ======= ======== ========

Basic (loss) income per common
share:
Income (loss) from continuing
operations $0.01 $(0.01) $0.00 $2.50
Loss from discontinued
operations (0.12) (0.02) (0.11) (0.00)
----- ----- ----- -----
Net (loss) income attributable
to HLTH stockholders $(0.11) $(0.03) $(0.11) $2.50
====== ====== ====== =====

Diluted (loss) income per
common share:
Income (loss) from continuing
operations $0.01 $(0.01) $0.00 $2.04
Loss from discontinued
operations (0.12) (0.02) (0.11) (0.01)
----- ----- ----- -----
Net (loss) income attributable
to HLTH stockholders $(0.11) $(0.03) $(0.11) $2.03
====== ====== ====== =====

Weighted-average shares outstanding
used in computing (loss) income
per common share:
Basic 102,608 182,622 102,178 182,399
======= ======= ======= =======
Diluted 105,674 186,243 104,962 228,209
======= ======= ======= =======

(a) See Annex A-Explanation of Non-GAAP Financial Measures.
(b) Adjusted EBITDA per diluted common share is based on the weighted-
average shares outstanding used in computing diluted (loss) income
per common share.
(c) Reconciliation of Adjusted EBITDA to consolidated income (loss)
from continuing operations.
(d) The consolidated financial statements for the three and six
months ended June 30, 2008 have been adjusted to reflect (i) the
required adoption, effective January 1, 2009, of Financial
Accounting Standards Board's Staff Position No. APB 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled
in Cash Upon Conversion (Including Partial Cash Settlement)" and
Statement of Financial Accounting Standards No. 160,
"Noncontrolling Interests in Consolidated Financial Statements
- an amendment of ARB No. 51" and (ii) the reclassification of
WebMD's Little Blue Book print directory business to discontinued
operations.

HLTH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

June 30, December 31,
2009 2008
------- -----------
Assets
------
Cash and cash equivalents $555,247 $629,848
Accounts receivable, net 78,674 93,082
Prepaid expenses and other
current assets 48,974 44,740
Assets of discontinued
operations 124,945 131,350
------- -------
Total current assets 807,840 899,020

Investments 273,209 288,049
Property and equipment, net 56,864 56,633
Goodwill 202,104 202,104
Intangible assets, net 28,888 32,328
Other assets 24,863 23,600
------ ------
Total Assets $1,393,768 $1,501,734
========== ==========

Liabilities and Equity
----------------------
Accrued expenses $45,090 $54,595
Deferred revenue 86,261 79,613
Liabilities of discontinued
operations 113,588 100,771
------- -------
Total current liabilities 244,939 234,979

1.75% convertible notes 264,583 350,000
3 1/8% convertible notes, net of
discount of $26,409 at June 30,
2009 and $35,982 at December 31,
2008 223,891 264,018
Other long-term liabilities 19,670 21,816

HLTH stockholders' equity 491,627 496,698
Noncontrolling interest in WHC 149,058 134,223
------- -------
Equity 640,685 630,921

---------- ----------
Total Liabilities and Equity $1,393,768 $1,501,734
========== ==========

HLTH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

Six Months Ended
June 30,
----------------
2009 2008
---- ----
Cash flows from operating activities: (a)
Consolidated net (loss) income inclusive of
noncontrolling interest $(10,265) $453,880
Adjustments to reconcile consolidated net
(loss) income inclusive of noncontrolling
interest to net cash provided by operating
activities:
Consolidated loss from discontinued
operations, net of tax 12,767 6
Depreciation and amortization 14,059 13,989
Equity in earnings of EBS Master LLC - (4,007)
Non-cash interest expense 5,310 5,365
Non-cash advertising 1,753 1,558
Non-cash stock-based compensation 18,566 12,388
Deferred income taxes (2,363) 5,247
Gain on repurchases of convertible notes (10,120) -
Gain on sale of EBS Master LLC - (538,024)
Impairment of auction rate securities - 60,108
Changes in operating assets and liabilities:
Accounts receivable 14,408 15,249
Prepaid expenses and other, net (3,775) 6,466
Accrued expenses and other long-term
liabilities (9,544) (3,620)
Deferred revenue 6,648 10,194
----- ------
Net cash provided by continuing
operations 37,444 38,799
Net cash provided by discontinued
operations 5,509 17,395
----- ------
Net cash provided by operating activities 42,953 56,194

Cash flows from investing activities:
Proceeds from maturities and sales of
available-for-sale securities 1,100 106,586
Purchases of available-for-sale securities - (177,150)
Purchases of property and equipment (10,955) (6,945)
Proceeds related to the sales of EBS
Master LLC - 574,617
Proceeds from the sale of discontinued
operations 250 24,318
Proceeds from advances to EBS Master LLC - 1,155
Other - 148
- ---
Net cash (used in) provided by continuing
operations (9,605) 522,729
Net cash used in discontinued operations (2,356) (3,184)
------ ------
Net cash (used in) provided by investing
activities (11,961) 519,545

Cash flows from financing activities:
Proceeds from issuance of HLTH and WHC common
stock 18,194 9,644
Repurchases of convertible notes (123,857) -
Other - (80)
--- ---
Net cash (used in) provided by
continuing operations (105,663) 9,564
Net cash used in discontinued operations - (76)
--- ---
Net cash (used in) provided by financing
activities (105,663) 9,488
Effect of exchange rates on cash 70 1,793
-- -----
Net (decrease) increase in cash and cash
equivalents (74,601) 587,020
Cash and cash equivalents at beginning of period 629,848 536,879
------- -------
Cash and cash equivalents at end of period $555,247 $1,123,899
======== ==========

(a) The consolidated financial statements for the six months ended
June 30, 2008 have been adjusted to reflect (i) the Required
adoption, effective January 1, 2009, of Financial Accounting
Standards Board's Staff Position No. APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion (Including Partial Cash Settlement)" and Statement of
Financial Accounting Standards No. 160, "Noncontrolling Interests
in Consolidated Financial Statements - an amendment of ARB No. 51"
and (ii) the reclassification of WebMD's Little Blue Book print
directory business to discontinued operations.

FINANCIAL GUIDANCE SUMMARY

HLTH CORPORATION
2009 Financial Guidance
(in millions, except per share amounts)

Year Ending
December 31, 2009
Range
-----------------
Revenue $420.0 $440.0
====== ======

Earnings before interest, taxes, non-cash and
other items ("Adjusted EBITDA") (a)
WebMD $110.0 $120.0
Corporate (14.0) (13.0)
----- -----
$96.0 $107.0

Adjusted EBITDA per diluted common share $0.89 $0.99
----- -----

Interest, taxes, non-cash and other items (b)
Interest income 9.0 9.0
Interest expense (c) (24.0) (24.0)
Depreciation and amortization (34.0) (31.0)
Non-cash advertising (1.8) (1.8)
Non-cash stock-based compensation (39.0) (36.0)
Gain on repurchases of convertible notes (e) 10.1 10.1
Income tax provision (d) (7.4) (15.6)
Other expenses (e) (0.9) (0.9)

--- ----
Consolidated income from continuing operations 8.0 16.8
Consolidated loss from discontinued
operations (e) (12.8) (12.8)
----- -----
Consolidated net (loss) income inclusive of
noncontrolling interest (4.8) 4.0
Income attributable to noncontrolling interest (4.0) (6.0)
---- ----
Net loss attributable to HLTH stockholders $(8.8) $(2.0)
===== =====

Net loss attributable to HLTH stockholders per
common share:
Basic and diluted $(0.08) $(0.02)
====== ======

Weighted-average shares outstanding used in
computing net loss attributable to HLTH
stockholders per common share:
Basic 104.0 104.0
Diluted 108.0 108.0

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

(b) Reconciliation of Adjusted EBITDA to consolidated income from
continuing operations.

(c) Interest expense includes additional non-cash interest expense
from the January 1, 2009 adoption of Financial Accounting
Standards Board's Staff Position APB Opinion No. 14-1, "Accounting
for Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion (Including Partial Cash Settlement)."

(d) The income tax provision excludes any benefit relating to any
reversal in 2009 of the valuation allowance against deferred tax
assets.

(e) Net income attributable to HLTH stockholders excludes guidance
relating to the HLTH's discontinued operations. This table reflects
actual income and expense through June 30, 2009 for the "gain on
repurchases of convertible notes," "other expenses" and
"consolidated loss from discontinued operations" but does not
reflect guidance for these items in any future quarter. We do not
make projections for these items, although they may recur in future
quarters.

The above guidance excludes potential reductions in Corporate expenses,
reductions in weighted-average shares outstanding, transaction expenses
and other impacts of the pending merger of WebMD and HLTH.

ANNEX A

Explanation of Non-GAAP Financial Measures

The accompanying HLTH Corporation press release and financial tables include
both financial measures in accordance with U.S. generally accepted accounting
principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP
financial measures represent earnings before interest, taxes, non-cash and
other items (which we refer to as "Adjusted EBITDA") and related per share
amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an
alternative for, "consolidated income (loss) from continuing operations" or
"net (loss) income attributable to HLTH stockholders" calculated in accordance
with GAAP. The tables attached to the accompanying press release include
reconciliations of non-GAAP financial measures to GAAP financial measures.

Adjusted EBITDA is used by HLTH's management as an additional measure of
HLTH's overall performance and its reporting segments' performance for
purposes of business decision-making, including developing budgets, managing
expenditures, and evaluating potential acquisitions or divestitures.
Period-to-period comparisons of Adjusted EBITDA help HLTH's management
identify additional trends in HLTH's and its reporting segments' financial
results that may not be shown solely by period-to-period comparisons of
consolidated income (loss) from continuing operations or net (loss) income
attributable to HLTH stockholders. In addition, HLTH uses Adjusted EBITDA in
the incentive compensation programs applicable to many of its employees in
order to evaluate HLTH's performance. HLTH management recognizes that
Adjusted EBITDA has inherent limitations because of the excluded items,
particularly those items that are recurring in nature. In order to compensate
for those limitations, management also reviews the specific items that are
excluded from Adjusted EBITDA, but included in consolidated income (loss) from
continuing operations or net (loss) income attributable to HLTH stockholders,
as well as trends in those items. The amounts of those items are set forth,
for the applicable periods, in the reconciliations of Adjusted EBITDA to
consolidated income (loss) from continuing operations or to net (loss) income
attributable to HLTH stockholders that accompany our press releases containing
non-GAAP financial measures, including the reconciliations contained in the
tables attached to the accompanying press release.

HLTH believes that the presentation of Adjusted EBITDA is useful to investors
in their analysis of HLTH's results for reasons similar to the reasons why
HLTH's management finds it useful and because it helps facilitate investor
understanding of decisions made by HLTH's management in light of the
performance metrics used in making those decisions. In addition, as more
fully described below, HLTH believes that providing Adjusted EBITDA, together
with a reconciliation of Adjusted EBITDA to consolidated income (loss) from
continuing operations or to net (loss) income attributable to HLTH
stockholders, helps investors make comparisons between HLTH and other
companies that may have different capital structures, different effective
income tax rates and tax attributes, different capitalized asset values and/or
different forms of employee compensation. However, Adjusted EBITDA is
intended to provide a supplemental way of comparing HLTH with other public
companies and is not intended as a substitute for comparisons based on
"consolidated income (loss) from continuing operations" or "net (loss) income
attributable to HLTH stockholders" calculated in accordance with GAAP. In
making any comparisons to other companies, investors need to be aware that
companies use different non-GAAP measures to evaluate their financial
performance. Investors should pay close attention to the specific definition
being used and to the reconciliation between such measures and the
corresponding GAAP measures provided by each company under applicable SEC
rules.

The following is an explanation of the items excluded by HLTH from Adjusted
EBITDA but included in consolidated income (loss) from continuing operations:

-- Depreciation and Amortization. Depreciation and amortization expense
is
a non-cash expense relating to capital expenditures and intangible
assets arising from acquisitions that are expensed on a straight-line
basis over the estimated useful life of the related assets. HLTH
excludes depreciation and amortization expense from Adjusted EBITDA
because it believes (i) the amount of such expenses in any specific
period may not directly correlate to the underlying performance of
HLTH's business operations and (ii) such expenses can vary
significantly between periods as a result of new acquisitions and full
amortization of previously acquired tangible and intangible assets.
Accordingly, HLTH believes this exclusion assists management and
investors in making period-to-period comparisons of operating
performance. Investors should note that the use of tangible and
intangible assets contributed to revenue in the periods presented and
will contribute to future revenue generation and should also note that
such expense will recur in future periods.

-- Stock-Based Compensation Expense. Stock-based compensation expense is
a
non-cash expense arising from the grant of stock-based awards to
employees. HLTH believes that excluding the effect of stock-based
compensation from Adjusted EBITDA assists management and investors in
making period-to-period comparisons in its operating performance
because
it believes (i) the amount of such expenses in any specific period may
not directly correlate to the underlying performance of HLTH's
business operations and (ii) such expenses can vary significantly
between periods as a result of the timing of grants of new stock-based
awards, including grants in connection with acquisitions.
Additionally,
HLTH believes that excluding stock-based compensation from Adjusted
EBITDA assists management and investors in making meaningful
comparisons
between HLTH's operating performance and the operating performance
of other companies that may use different forms of employee
compensation
or different valuation methodologies for their stock-based
compensation.
Investors should note that stock-based compensation is a key incentive
offered to employees whose efforts contributed to the operating
results
in the periods presented and are expected to contribute to operating
results in future periods. Investors should also note that such
expenses will recur in the future.

-- Non-Cash Advertising Expense. This expense relates to the usage of
non-cash advertising obtained from News Corporation
("Newscorp") in exchange for equity securities issued by HLTH
in 2000. The advertising was available only on various Newscorp
properties, primarily its television network and cable channels,
without
any cash cost to HLTH and expired this year. HLTH excludes this
expense
from Adjusted EBITDA (i) because it is a non-cash expense, (ii)
because
it is incremental to other non-television cash advertising expense
that
HLTH otherwise incurs and (iii) to assist management and investors in
comparing its operating results over multiple periods. Investors
should
note that it is likely that HLTH derives some benefit from such
advertising.

-- Interest Income and Expense. Interest income is associated with the
level of marketable debt securities and other interest bearing
accounts
in which HLTH invests, as well as with interest expense, including
non-cash interest expense, arising from the capital structure of HLTH.

Interest income and expense varies over time due to a variety of
financing transactions and due to acquisitions and divestitures that
HLTH has entered into or may enter into in the future. HLTH has, in
the
past several years, issued convertible debentures and preferred stock,
repurchased shares in cash tender offers and through other repurchase
transactions, conducted an initial public offering of equity in its
WebMD Health Corp. subsidiary (referred to below as WHC) and
completed
the divestiture of certain businesses. HLTH excludes interest income
and interest expense from Adjusted EBITDA (i) because these items are
not directly attributable to the performance of HLTH's business
operations and, accordingly, their exclusion assists management and
investors in making period-to-period comparisons of operating
performance and (ii) to assist management and investors in making
comparisons to companies with different capital structures. Investors
should note that interest income and expense will recur in future
periods.

-- Income Tax Provision (Benefit). HLTH maintains a valuation allowance
on
a portion of its net operating loss carryforwards, the amount of which
may change from quarter to quarter based on factors that are not
directly related to HLTH's results for the quarter. The valuation
allowance is either reversed through the statement of operations or
additional paid-in capital. The timing of such reversals has not been
consistent and as a result, HLTH's income tax expense can fluctuate
significantly from period to period in a manner not directly related
to
HLTH's operating performance. HLTH excludes the income tax
provision (benefit) from Adjusted EBITDA (i) because it believes that
the income tax provision (benefit) is not directly attributable to the
underlying performance of HLTH's business operations and,
accordingly, its exclusion assists management and investors in making
period-to-period comparisons of operating performance and (ii) to
assist
management and investors in making comparisons to companies with
different tax attributes. Investors should note that income tax
provision (benefit) will recur in future periods.

-- Other Items. HLTH engages in other activities and transactions that
can
impact HLTH's overall consolidated income (loss) from continuing
operations. These other items included, but were not limited to, (i)
legal expenses relating to the on-going Department of Justice
investigation, (ii) equity in earnings of EBS Master LLC, which
represented 48% of EBS's income through February 8, 2008, (iii)
gain on repurchases of our convertible notes, (iv) a reduction of
certain sales and use tax contingencies resulting from the expiration
of
certain applicable statutes of limitations, (v) advisory expenses
relating to the potential merger of HLTH into WHC, (vi) gain on sale
from the sale of the remaining 48% ownership interest in EBS Master
LLC,
and (vii) loss on the impairment of auction rate securities. HLTH
excludes these other items from Adjusted EBITDA because it believes
these activities or transactions are not directly attributable to the
performance of HLTH's business operations and, accordingly, their
exclusion assists management and investors in making period-to-period
comparisons of operating performance. Investors should note that some
of these other items may recur in future periods.

SOURCE HLTH Corporation

Investors: Risa Fisher, +1-201-414-2002, rfisher@hlth.com, or Media: Kate
Hahn, +1-212-624-3760, khahn@webmd.net