ELMWOOD PARK, N.J., Aug. 5 /EMWNews/ -- HLTH Corporation

(Nasdaq: HLTH) today announced financial results for the three months ended

June 30, 2008.



    Martin J. Wygod, Chairman and Acting Chief Executive Officer of HLTH

Corporation, said: "We firmly believe that the size and breadth of the

overall market opportunity remains unchanged. With its unique set of assets

and industry leadership, WebMD is well positioned to capitalize on the

shift to online marketing and education to both consumers as well as

physicians both here in the U.S. and abroad."



    Consolidated Financial Highlights



    Revenue for the second quarter was $89.1 million, an increase of 15%

over the prior year. Earnings before interest, taxes, non-cash and other

items ("Adjusted EBITDA") for the second quarter was $14.3 million, an

increase of 66% over the prior year. Income from continuing operations for

the second quarter was $0.8 million or $0.00 per share, loss from

discontinued operations was $3.7 million or $0.02 per share and net loss

was $2.9 million or $0.02 per share.



    At June 30, 2008, HLTH had approximately $1.4 billion in cash and

investments, of which $325 million is attributable to WebMD.



    Segment Operating Results



    WebMD Online Services segment revenue was $84.6 million for the second

quarter compared to $72.9 million in the prior year period, an increase of

16%. Advertising and sponsorship revenue increased 19% to $62.4 million.

Private portal licensing revenue increased 10% to $21.9 million. Online

Services segment Adjusted EBITDA increased 34% to $18.8 million compared to

$14.0 million in the prior year period.



    WebMD Publishing and Other Services segment revenue was $4.6 million

for the second quarter compared to $4.4 million in the prior year period,

an increase of 5%. Publishing and Other Services segment Adjusted EBITDA

was $1.0 million compared to $0.86 million in the prior year period.



    Discontinued Operations



    HLTH's financial results present the ViPS and Porex businesses as

discontinued operations in the current and prior year periods, reflecting

the decision to divest these businesses. The sale of the ViPS business was

completed on July 22, 2008 for $225 million in cash. WebMD's offline

professional medical reference and textbook publication business is

presented as a discontinued operation in the prior year period, reflecting

the sale of that business on December 31, 2007.



    Discontinued operations during the quarter included the results of

operations of ViPS and Porex as well as an additional pre-tax charge of $17

million relating to HLTH's obligation to advance the legal costs of certain

former officers of the Practice Services subsidiary which HLTH sold in

2006. As of June 30, 2008, this accrual totaled $58 million. As previously

reported, several insurance carriers who had issued D&O insurance to HLTH

have refused to advance these costs and HLTH commenced an action against

these carriers to enforce its rights. On July 31, 2008 the Superior Court

for the State of Delaware granted HLTH's motion for partial summary

judgment to enforce the duty of such carriers to advance and reimburse

these costs.



    Merger with WebMD



    As previously announced, HLTH and WebMD entered into a definitive

merger agreement on February 20, 2008. Completion of the merger is

conditioned upon, among other things, approval of the stockholders of both

HLTH and WebMD. HLTH and WebMD expect to file a joint preliminary proxy

statement/prospectus relating to the merger shortly after the filing of

their respective second quarter Form 10-Q filings. Assuming that timely

clearance is received from the SEC, HLTH and WebMD expect to be in a

position to hold stockholder meetings in October 2008 to seek the necessary

stockholder approvals. Those meetings would also be the Annual Meetings for

HLTH and WebMD.



    Financial Guidance



    WebMD reaffirmed its financial guidance for the remainder of 2008

today. HLTH is not providing consolidated financial guidance for 2008 at

this time due to its pending merger with WebMD.



    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 http://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 84% 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.



    This press release does not constitute an offer of any securities for

sale. In connection with the proposed merger, HLTH and WebMD expect to

file, with the SEC, a proxy statement/prospectus as part of a registration

statement regarding the proposed transaction. Investors and security

holders are urged to read the proxy statement/prospectus because it will

contain important information about HLTH and WebMD and the proposed

transaction. Investors and security holders may obtain a free copy of the

definitive proxy statement/prospectus and other documents when filed by

HLTH and WebMD with the SEC at http://www.sec.gov or http://www.hlth.com or http://www.wbmd.com.

Investors and security holders are urged to read the proxy statement,

prospectus and other relevant material when they become available before

making any voting or investment decisions with respect to the merger.



    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: expectations

regarding the market for HLTH's and WebMD's investments in auction rate

securities (ARS); 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; the merger transaction between HLTH and

WebMD (the "Merger Transaction"); and the potential sale transaction with

respect to Porex (the "Potential Sale 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: changes in the markets for

ARS; market acceptance of WebMD's products and services; WebMD's

relationships with customers and strategic partners; 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 Sale 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), WebMD Health(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,

                                         2008      2007      2008      2007



    Revenue                             $89,136   $77,197  $170,818  $149,078



    Costs and expenses:

      Cost of operations                 32,763    28,997    64,333    57,615

      Sales and marketing                25,460    21,929    51,290    44,799

      General and administrative         23,181    26,950    44,325    55,393

      Depreciation and amortization       7,315     7,239    14,203    13,564

      Interest income                     8,062    10,100    19,998    19,774

      Interest expense                    4,628     4,616     9,235     9,325

      Gain on sale of EBS Master LLC        -         -     538,024       -

      Impairment of auction rate

       securities                           -         -      60,108       -

      Other (expense) income, net          (666)    1,396    (4,810)    4,278

    Income (loss) from continuing

     operations before income tax

     provision                            3,185    (1,038)  480,536    (7,566)

      Income tax provision                1,330     1,658    26,944     1,427

      Minority interest in WHC income

       (loss)                             1,071       843    (2,774)      958

      Equity in earnings of EBS Master

       LLC                                  -       7,575     4,007    14,674

    Income from continuing operations       784     4,036   460,373     4,723

      Loss from discontinued

       operations, net of tax            (3,651)  (49,499)      (82)  (44,484)

    Net (loss) income                   $(2,867) $(45,463) $460,291  $(39,761)



    Basic (loss) income per common

     share:

      Income from continuing operations   $0.00     $0.02     $2.52     $0.03

      Loss from discontinued operations   (0.02)    (0.27)    (0.00)    (0.25)

    Net (loss) income                    $(0.02)   $(0.25)    $2.52    $(0.22)



    Diluted (loss) income per common

     share:

      Income from continuing operations   $0.00     $0.02     $2.04     $0.02

      Loss from discontinued operations   (0.02)    (0.26)    (0.00)    (0.23)

    Net (loss) income                    $(0.02)   $(0.24)    $2.04    $(0.21)



    Weighted-average shares outstanding

     used in computing (loss) income

     per common share:

          Basic                         182,622   180,219   182,399   178,115

          Diluted                       186,243   191,032   228,209   188,693







                               HLTH CORPORATION

                       CONSOLIDATED SEGMENT INFORMATION

               (In thousands, except per share data, unaudited)



                                       Three Months Ended   Six Months Ended

                                            June 30,            June 30,

                                         2008      2007      2008      2007

    Revenue

      WebMD Online Services:

        Advertising and sponsorship     $62,383   $52,436  $118,448   $99,857

        Licensing                        21,866    19,799    43,789    39,914

        Content syndication and other       345       653       762     1,537

      Total WebMD Online Services        84,594    72,888   162,999   141,308

      WebMD Publishing and Other

       Services                           4,582     4,382     7,859     7,906

      Inter-segment eliminations            (40)      (73)      (40)     (136)

                                        $89,136   $77,197  $170,818  $149,078

    Earnings before interest, taxes,

     non-cash and other items

     ("Adjusted EBITDA") (a)

      WebMD Online Services             $18,800   $14,042   $35,331   $27,034

      WebMD Publishing and Other

       Services                           1,027       863       273       505

      Corporate                          (5,573)   (6,337)  (10,632)  (13,063)

                                        $14,254    $8,568   $24,972   $14,476



      Adjusted EBITDA per diluted

       common share (b)                   $0.08     $0.04     $0.11     $0.08



    Interest, taxes, non-cash and other

     items (c)

      Interest income                    $8,062   $10,100   $19,998   $19,774

      Interest expense                   (4,628)   (4,616)   (9,235)   (9,325)

      Income tax provision               (1,330)   (1,658)  (26,944)   (1,427)

      Depreciation and amortization      (7,315)   (7,239)  (14,203)  (13,564)

      Non-cash stock-based compensation  (6,471)   (7,779)  (12,443)  (16,961)

      Non-cash advertising                  -         -      (1,558)   (2,320)

      Minority interest in WHC (income)

       loss                              (1,071)     (843)    2,774      (958)

      Equity in earnings of EBS Master

       LLC                                  -       7,575     4,007    14,674

      Gain on sale of EBS Master LLC        -         -     538,024       -

      Impairment of auction rate

       securities                           -         -     (60,108)      -

      Other (expense) income, net          (717)      (72)   (4,911)      354

    Income from continuing operations       784     4,036   460,373     4,723

      Loss from discontinued

       operations, net of tax            (3,651)  (49,499)      (82)  (44,484)

    Net (loss) income                   $(2,867) $(45,463) $460,291  $(39,761)



    Basic (loss) income per common

     share:

      Income from continuing operations   $0.00     $0.02     $2.52     $0.03

      Loss from discontinued operations   (0.02)    (0.27)    (0.00)    (0.25)

    Net (loss) income                    $(0.02)   $(0.25)    $2.52    $(0.22)



    Diluted (loss) income per common

     share:

      Income from continuing operations   $0.00     $0.02     $2.04     $0.02

      Loss from discontinued operations   (0.02)    (0.26)    (0.00)    (0.23)

    Net (loss) income                    $(0.02)   $(0.24)    $2.04    $(0.21)



    Weighted-average shares outstanding

     used in computing (loss) income

     per common share:

      Basic                             182,622   180,219   182,399   178,115

      Diluted                           186,243   191,032   228,209   188,693





    (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 income from continuing

        operations.







                               HLTH CORPORATION

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                          (In thousands, unaudited)



                                             June 30, 2008   December 31, 2007

    Assets

    Cash and cash equivalents                   $1,123,899           $536,879

    Short-term investments                         304,325            290,858

    Accounts receivable, net                        68,865             86,081

    Due from EBS Master LLC                             69              1,224

    Prepaid expenses and other current assets       24,331             71,090

    Assets of discontinued operations              268,046            262,964

          Total current assets                   1,789,535          1,249,096



    Marketable equity securities                     2,543              2,383

    Property and equipment, net                     48,491             49,554

    Goodwill                                       214,475            217,323

    Intangible assets, net                          31,323             36,314

    Investment in EBS Master LLC                       -               25,261

    Other assets                                    62,330             71,466

    Total Assets                                $2,148,697         $1,651,397



    Liabilities and Stockholders' Equity

    Accrued expenses                               $44,807            $49,598

    Deferred revenue                                87,401             76,401

    Liabilities of discontinued operations         124,788            123,131

          Total current liabilities                256,996            249,130



    Convertible notes                              650,000            650,000

    Other long-term liabilities                     21,332             21,137



    Minority interest in WHC                       135,416            131,353



    Stockholders' equity                         1,084,953            599,777



    Total Liabilities and Stockholders' Equity  $2,148,697         $1,651,397







                               HLTH CORPORATION

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                          (In thousands, unaudited)





                                                        Six Months Ended

                                                            June 30,

                                                     2008              2007

    Cash flows from operating activities:

    Net income (loss)                              $460,291         $(39,761)

    Adjustments to reconcile net income (loss)

     to net cash provided by operating activities:

        Loss from discontinued

         operations, net of tax                          82           44,484

        Depreciation and amortization                14,203           13,564

        Minority interest in WHC (income) loss       (2,774)             958

        Equity in earnings of EBS Master LLC         (4,007)         (14,674)

        Amortization of debt issuance costs           1,490            1,447

        Non-cash advertising                          1,558            2,320

        Non-cash stock-based compensation            12,443           16,961

        Deferred income taxes                         5,556            1,041

        Gain on sale of EBS Master LLC and 2006

         EBS Sale                                  (538,024)            (399)

        Impairment of auction rate securities        60,108              -

        Changes in operating assets and

         liabilities:

          Accounts receivable                        17,216            7,976

          Prepaid expenses and other, net            21,090            1,128

          Accrued expenses and other long-term

           liabilities                               (3,695)         (44,070)

          Deferred revenue                           11,000           10,576

            Net cash provided by continuing

             operations                              56,537            1,551

            Net cash (used in) provided by

             discontinued operations                   (343)          17,429

            Net cash provided by operating

             activities                              56,194           18,980



    Cash flows from investing activities:

      Proceeds from maturities and sales

       of available-for-sale securities             106,586          194,096

      Purchases of available-for-sale securities   (177,150)        (388,942)

      Purchases of property and equipment            (6,985)         (10,217)

      Proceeds related to the sales of

       EBS, EPS and ACS/ACP, net of expenses        598,935            2,898

      Decreases in net advances to EBS Master LLC     1,155           19,730

      Other                                             148              -

            Net cash provided by (used in)

             continuing operations                  522,689         (182,435)

            Net cash used in discontinued

             operations                              (3,144)          (2,341)

            Net cash provided by (used in)

             investing activities                   519,545         (184,776)



    Cash flows from financing activities:

      Proceeds from issuance of HLTH and

       WHC common stock                               9,644          103,263

      Purchases of treasury stock under

       repurchase program                               -            (42,906)

      Other                                             (80)             457

            Net cash provided by continuing

             operations                               9,564           60,814

            Net cash used in discontinued

             operations                                 (76)            (101)

            Net cash provided by financing

             activities                               9,488           60,713

    Effect of exchange rates on cash                  1,793              361

    Net increase (decrease) in cash and

     cash equivalents                               587,020         (104,722)

    Cash and cash equivalents at

     beginning of period                            536,879          614,691

    Cash and cash equivalents at end of period   $1,123,899         $509,969







                                   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, "(loss) income from continuing operations"

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 (loss) income from continuing operations or net (loss)

income. 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 income from continuing operations or

net (loss) income, 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 (loss) income from continuing operations or to net

(loss) income 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

(loss) income from continuing operations or to net (loss) income, 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 "income from continuing

operations" or "net (loss) income" 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 income 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 is

available only on various Newscorp properties, primarily its television

network and cable channels without any cash cost to HLTH. The amount of

advertising that can be used in any year is subject to annual contractual

limitation and expires in 2010. HLTH does not incur any other cash expenses

related to airing of television advertising. 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, (iii) because HLTH has not and believes it will not incur

cash expenses relating to television advertising in the future and (iv) 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 and that such expenses will recur in the

future.



    -- 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 expenses 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 subsidiary 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. HLTH had a net operating loss (NOL)

carryforward of approximately $1.3 billion as of the year ended December

31, 2007. HLTH maintained a full valuation allowance on these NOL

carryforwards until the fourth quarter of 2007, at which time a portion of

the valuation allowance was reversed after consideration of the relevant

factors. The related valuation allowances are either reversed through the

income statement, additional paid- in capital, or reversed to goodwill, to

the extent those tax benefits were acquired through business combinations.

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 from Adjusted EBITDA (i) because it

believes that the income tax provision 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 will recur in future

periods.



    -- Minority Interest in WHC. This represents the minority stockholders'

proportionate share of net income or loss of HLTH's majority-owned WebMD

Health Corp. subsidiary (which we refer to as WHC). The size of this

Minority Interest is related to HLTH's percentage ownership of WHC. Changes

in that percentage ownership may result from changes in WHC's capital

structure, including as a result of sales of WHC equity securities by WHC

or HLTH or as a result of exercise of WHC employee stock options. HLTH

excludes Minority Interest from Adjusted EBITDA (i) because it believes

that the size of the Minority Interest can vary for reasons not

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

capital structures. Investors should note that Minority Interest in WHC

will recur in future periods.



    -- Other Items. HLTH engages in other activities and transactions that

can impact HLTH's overall income 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 represents 48% of EBS's income through February 8,

2008, (iii) working capital adjustment from the sale of 52% of the Emdeon

Business Services segment on November 16, 2006, (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

evaluation, in 2008 and 2007, by HLTH's Board of Directors of strategic

alternatives for HLTH, (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.