NEW YORK, July 30 /PRNewswire-FirstCall/ -- WebMD Health Corp. (Nasdaq: WBMD) today announced financial results for the three months ended June 30, 2009.

"We are pleased to deliver strong results again this quarter. WebMD's advertising revenue grew by 18% as we see continuing demand from both pharmaceutical as well as consumer products companies in the health and wellness markets," said Wayne Gattinella, President and CEO. "I am enthusiastic about the momentum we are gaining in our business as our customers are shifting more of their marketing spend online."

Financial Summary

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 $23.2 million or $0.40 per share, compared to $18.4 million or $0.31 per share in the prior year period, an increase of 26%.

Income from continuing operations for the second quarter was $7.0 million or $0.12 per share, compared to $5.7 million or $0.10 per share in the prior year period. Loss from discontinued operations was $(4.9) million in the second quarter, compared to income from discontinued operations of $663 thousand in the prior year. Net income for the second quarter was $2.1 million or $0.04 per share, compared to $6.4 million or $0.11 per share in the prior year period.

WebMD's financial results present Little Blue Book, its print directory business, as discontinued operations for current and prior periods reflecting the ongoing process to divest Little Blue Book. The loss from discontinued operations and net income for the second quarter of 2009 include a non-cash, after-tax impairment charge of $5 million or $0.09 per share related to the carrying value of WebMD's Little Blue Book physician directory business.

WebMD had approximately $373 million in cash and investments at June 30, 2009.

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 and Blue Shield of Florida, Inc.

Merger with HLTH Corporation

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. HLTH and WebMD have scheduled stockholders meetings for September 25, 2009 to seek the necessary stockholder approvals.

Financial Guidance

WebMD reaffirmed its financial guidance for 2009 today and narrowed the ranges for its anticipated revenue and Adjusted EBITDA by raising the low end of those ranges.

For 2009, WebMD expects:


    --  Total revenue to be $420 million to $440 million, an increase of 12% to
        18% over 2008;
    --  Adjusted EBITDA to be $110 million to $120 million, an increase of 17%
        to 28% over 2008;

    --  Income from continuing operations to be approximately $31 million to $41
        million, or $0.51 to $0.66 per share, an increase of 21% to 58% over
        2008.

For the quarter ending September 30, 2009, WebMD expects revenue to be in the range of $109 million to $112 million with Adjusted EBITDA representing approximately 28% of revenue. These amounts represent growth of approximately 18% to 19% in public portal advertising and sponsorship revenue and 4% in private portal services revenue. Income from continuing operations is estimated to be 10% of revenue for the third quarter of 2009.

Additional detail is provided in a schedule attached to this release.

Analyst and Investor Conference Call

As previously announced, WebMD will hold a conference call with investors and analysts to discuss its second quarter results at 4:45 pm (eastern) today. The call can be accessed at www.wbmd.com (in the Investor Relations section). A replay of the audio webcast will be available at the same web address.

About WebMD

WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.

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: guidance on WebMD's future financial results and other projections or measures of WebMD's future performance; market opportunities and WebMD's ability to capitalize on them; the benefits expected from new or updated products or services and from other potential sources of additional revenue; expectations regarding the market for WebMD's investments in auction rate securities (ARS); the merger transaction between HLTH and WebMD (the "Merger Transaction"); and the potential sale of Porex by HLTH (the "Potential Sale Transaction"). These statements speak only as of the date of this press release, are based on our 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 and information technology industries. Further information about these matters can be found in our 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), Medscape(R), eMedicine(R), MedicineNet(R), RxList(R), Subimo(R), Medsite(R), The Little Blue Book(R) and Summex(R), are trademarks of WebMD Health Corp. or its subsidiaries.


                          WEBMD HEALTH CORP.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
            (In thousands, except per share data, unaudited)


                                Three Months       Six Months
                                   Ended             Ended
                                  June 30,          June 30,
                                  --------          --------
                                 2009     2008     2009      2008
                              -------  -------  -------   -------

    Revenue                   $98,631  $86,004 $188,895  $166,654
    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            15,139   14,211   29,865    27,691
    Depreciation and
     amortization               6,804    7,087   13,741    13,759
    Interest income               924    2,350    1,899     5,803
    Impairment of auction
     rate securities                -        -        -    27,406
                              -------  -------  -------   -------
    Income (loss) from
     continuing operations
     before income tax
     provision                 11,586   10,190   17,036    (9,341)
      Income tax provision      4,636    4,501    6,847     7,933
                              -------  -------  -------   -------
    Income (loss) from
     continuing operations      6,950    5,689   10,189   (17,274)
      (Loss) income from
       discontinued
       operations, net of tax  (4,867)     663   (5,290)      291
                              -------  -------  -------   -------
    Net income (loss)          $2,083   $6,352   $4,899  $(16,983)
                              =======  =======  =======   =======

    Basic income (loss) per common share:
      Income (loss) from
       continuing operations    $0.12    $0.10    $0.18    $(0.30)
      (Loss) income from
       discontinued
       operations               (0.08)    0.01    (0.09)     0.01
                              -------  -------  -------   -------
    Net income (loss)           $0.04    $0.11    $0.09    $(0.29)
                              =======  =======  =======   =======


    Diluted income (loss) per common share:
      Income (loss) from
       continuing operations    $0.12    $0.10    $0.17    $(0.30)
      (Loss) income from
       discontinued
       operations               (0.08)    0.01    (0.09)     0.01
                              -------  -------  -------   -------
    Net income (loss)           $0.04    $0.11    $0.08    $(0.29)
                              =======  =======  =======   =======

    Weighted-average shares outstanding used in computing
     basic and diluted net income (loss) per common share:
          Basic                57,675   57,693   57,625    57,664
                              =======  =======  =======   =======
          Diluted              58,632   59,061   58,370    57,664
                              =======  =======  =======   =======



                           WEBMD HEALTH CORP.
             CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION
             (In thousands, except per share data, unaudited)



                                            Three Months
                                               Ended         Six Months Ended
                                              June 30,           June 30,
                                              --------           --------
                                            2009     2008      2009      2008
                                            ----     ----      ----      ----
    Revenue
      Public portal advertising and
       sponsorship                       $75,992  $64,138  $143,281  $122,865
      Private portal services             22,639   21,866    45,614    43,789
                                         -------  -------   -------   -------
                                         $98,631  $86,004  $188,895  $166,654
                                         =======  =======   =======   =======
    Earnings before interest,
     taxes, non-cash and other items
      ("Adjusted EBITDA") (a)            $23,218  $18,392   $41,906   $34,724

                                         -------  -------   -------   -------
          Adjusted EBITDA per basic
           common share                    $0.40    $0.32     $0.73     $0.60
                                         -------  -------   -------   -------
          Adjusted EBITDA per diluted
           common share                    $0.40    $0.31     $0.72     $0.60
                                         -------  -------   -------   -------

    Interest, taxes, non-cash and
     other items (b)
        Interest income                      924    2,350     1,899     5,803
        Depreciation and amortization     (6,804)  (7,087)  (13,741)  (13,759)
        Non-cash advertising                   -        -    (1,753)   (1,558)
        Non-cash stock-based
         compensation                     (5,752)  (3,465)  (11,275)   (7,145)
        Impairment of auction rate
         securities                            -        -         -   (27,406)
        Income tax provision              (4,636)  (4,501)   (6,847)   (7,933)
                                         -------  -------   -------   -------
    Income (loss) from continuing
     operations                            6,950    5,689    10,189   (17,274)
        (Loss) income from discontinued
         operations, net of tax           (4,867)     663    (5,290)      291
                                         -------  -------   -------   -------
    Net income (loss)                     $2,083   $6,352    $4,899  $(16,983)
                                         =======  =======   =======   =======

    Basic income (loss) per common share:
        Income (loss) from
         continuing operations             $0.12    $0.10     $0.18    $(0.30)
        (Loss) income from
         discontinued operations           (0.08)    0.01     (0.09)     0.01
                                         -------  -------   -------   -------
    Net income (loss)                      $0.04    $0.11     $0.09    $(0.29)
                                         =======  =======   =======   =======

    Diluted income (loss) per common share:
        Income (loss) from
         continuing operations             $0.12    $0.10     $0.17    $(0.30)
        (Loss) income from
         discontinued operations           (0.08)    0.01     (0.09)     0.01
                                         -------  -------   -------   -------
    Net income (loss)                      $0.04    $0.11     $0.08    $(0.29)
                                         =======  =======   =======   =======

    Weighted-average shares outstanding
     used in computing per share amounts:
        Basic                             57,675   57,693    57,625    57,664
                                         =======  =======   =======   =======
        Diluted                           58,632   59,061    58,370    57,664
                                         =======  =======   =======   =======


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

      (b) Reconciliation of Adjusted EBITDA to net income (loss)



                                  WEBMD HEALTH CORP.
                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands, unaudited)


                                     June 30, 2009 December 31, 2008
                                     ------------- -----------------
    ASSETS
    Current assets:
      Cash and cash equivalents           $246,878          $191,659
      Accounts receivable, net              78,674            93,082
      Current portion of prepaid
       advertising                               -             1,753
      Other current assets                  11,147            11,358
      Assets of discontinued
       operations                            5,111            12,575
                                             -----            ------
        Total current assets               341,810           310,427

    Investments                            126,330           133,563
    Property and equipment, net             54,513            54,165
    Goodwill                               208,967           208,967
    Intangible assets, net                  22,878            26,237
    Other assets                            17,956            22,573
                                            ------            ------
                                          $772,454          $755,932
                                          ========          ========

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accrued expenses                     $29,273           $31,241
      Deferred revenue                      86,261            79,613
      Due to HLTH                              736               427
      Liabilities of discontinued
       operations                              792             2,599
                                               ---             -----
        Total current liabilities          117,062           113,880

    Other long-term liabilities              7,803             8,334

    Stockholders' equity                   647,589           633,718
                                           -------           -------
                                          $772,454          $755,932
                                          ========          ========



                          WEBMD HEALTH CORP.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (In thousands, unaudited)

                                                     Six Months Ended
                                                          June 30,
                                                     -----------------
                                                       2009      2008
                                                     -------   -------
    Cash flows from operating activities:
      Net income (loss)                              $4,899  $(16,983)
      Adjustments to reconcile net income (loss) to
       net cash provided by
      operating activities:
        Loss (income) from discontinued operations,
         net of tax                                   5,290      (291)
        Depreciation and amortization                13,741    13,759
        Non-cash advertising                          1,753     1,558
        Non-cash stock-based
         compensation                                11,275     7,145
        Deferred and other income taxes               6,545     6,568
        Impairment of auction rate
         securities                                       -    27,406
        Changes in operating assets and liabilities:
              Accounts receivable                    14,408    15,249
              Other assets                           (1,139)   (1,393)
              Accrued expenses and other
               long-term liabilities                 (2,499)   (5,056)
              Due to HLTH                               309     1,246
              Deferred revenue                        6,648    10,195
                                                    -------   -------
                  Net cash provided by
                   continuing operations             61,230    59,403
                  Net cash provided by
                   discontinued operations              506     3,355
                                                    -------   -------
                  Net cash provided by
                   operating activities              61,736    62,758

    Cash flows from investing activities:
      Proceeds from maturities and
       sales of available-for-sale securities           900    41,300
      Purchases of available-for-sale
       securities                                         -  (127,900)
      Purchases of property and equipment           (10,833)   (6,906)
      Cash received from sale of
       business, net of fees                            250     1,133
                                                    -------   -------
                  Net cash used in continuing
                   operations                        (9,683)  (92,373)
                  Net cash used in discontinued
                   operations                            (7)      (40)
                                                    -------   -------
                  Net cash used in investing
                   activities                        (9,690)  (92,413)

    Cash flows from financing activities:
      Proceeds from issuance of common stock          3,173     2,392
                                                    -------   -------
                  Net cash provided by
                   financing activities               3,173     2,392

    Net increase (decrease) in cash
     and cash equivalents                            55,219   (27,263)

    Cash and cash equivalents at
     beginning of period                            191,659   213,753
                                                    -------   -------
    Cash and cash equivalents at end
     of period                                     $246,878  $186,490
                                                    =======   =======




    FINANCIAL GUIDANCE SUMMARY

                          WEBMD HEALTH CORP.
                        2009 Financial Guidance
                (in millions, except per share amounts)

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

    Earnings before interest, taxes, non-
     cash and other items ("Adjusted
     EBITDA") (a)                            $110.0        $120.0

    Adjusted EBITDA per diluted common share  $1.77         $1.94
                                            -------       -------

    Interest, taxes, non-cash and other
     items (b)
      Interest income                           4.0           4.0
      Depreciation and amortization           (33.0)        (30.0)
      Non-cash advertising                     (1.8)         (1.8)
      Non-cash stock-based compensation       (26.0)        (23.0)
      Impairment of auction rate securities       -             -
      Restructuring                               -             -
      Income tax provision                    (21.8)        (28.4)

                                            -------       -------
    Income from continuing operations         $31.4         $40.8
                                            =======       =======

    Income from continuing operations per
     common share:
      Basic                                   $0.53         $0.69
                                            =======       =======
      Diluted                                 $0.51         $0.66
                                            =======       =======

    Weighted-average shares outstanding used
     in computing income from continuing
     operations per common share:
      Basic                                    59.0          59.0
      Diluted                                  62.0          62.0

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

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

    (c) The guidance for the year ending December 31, 2009 has been
        adjusted to exclude the discontinued operations of the Little
        Blue Book print directory business.

    Additional information regarding guidance for third quarter of 2009:
      - Revenue is forecasted to be approximately $109 to $112 in the
        quarter ending September 30, 2009
      - Adjusted EBITDA as a percentage of revenue is forecasted to be
        approximately 28% in the quarter ending September 30, 2009
      - Income from continuing operations as a percentage of revenue is
        forecasted to be approximately 10% in the quarter ending
        September 30, 2009

    Additional information regarding full year guidance:
      - Income tax rate for 2009 is forecasted to be approximately 41% of
        pretax income. The income tax provision excludes any benefit
        relating to any reversal in 2009 of the valuation allowance
        against deferred tax assets.
      - The distribution of the annual revenue is expected to be
        approximately 78.5% public portal advertising and sponsorship and
        21.5% private portal services.  Quarterly revenue distributions
        may vary from this annual estimate.
      - Excludes the impact of the pending merger of WebMD and HLTH.

ANNEX A

Explanation of Non-GAAP Financial Measures

(All dollar amounts in thousands)

The accompanying WebMD Health Corp. 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, "income (loss) from continuing operations" or "net income (loss)" 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 WebMD's management as an additional measure of WebMD's 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 WebMD's management identify additional trends in WebMD's financial results that may not be shown solely by period-to-period comparisons of income (loss) from continuing operations or net income (loss). In addition, WebMD uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate WebMD's performance. WebMD 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 (loss) from continuing operations or net income (loss), 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 income (loss) from continuing operations or to net income (loss) that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables attached to the accompanying press release.

WebMD believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of WebMD's results for reasons similar to the reasons why WebMD's management finds it useful and because it helps facilitate investor understanding of decisions made by WebMD's management in light of the performance metrics used in making those decisions. In addition, as more fully described below, WebMD believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to income (loss) from continuing operations or to net income (loss), helps investors make comparisons between WebMD 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 WebMD with other public companies and is not intended as a substitute for comparisons based on "income (loss) from continuing operations" or "net income (loss)" 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 WebMD from Adjusted EBITDA but included in 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.  WebMD
        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
        WebMD'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, WebMD believes this exclusion assists management and
        investors in making period-to-period comparisons of operating
        performance.  Investors should note that 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
        expenses 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.  WebMD 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 WebMD'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,
        WebMD believes that excluding stock-based compensation from Adjusted
        EBITDA assists management and investors in making meaningful comparisons
        between WebMD'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.   Stock-based compensation expenses
        included in the Statement of Operations are summarized as follows:

                                   Three Months Ended    Six Months Ended
                                        June 30,             June 30,
                                    2009      2008        2009      2008

    Non-cash stock-based
     compensation included in:
          Cost of operations     $(1,555)    $(817)    $(3,178)  $(1,933)
          Sales and marketing    $(2,001)  $(1,261)    $(3,551)  $(2,387)
          General and
           administrative        $(2,196)  $(1,387)    $(4,546)  $(2,825)
          (Loss) income from
            discontinued
            operations              $(43)     $(23)      $(174)     $(55)



    --  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 our
        parent, HLTH Corporation in 2000.  The advertising was available only on
        various Newscorp properties, primarily its television network and cable
        channels, without any cash cost to WebMD and expired this year.  WebMD
        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 WebMD 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 WebMD
        derives some benefit from such advertising.  Non-cash advertising
        expenses included in the Consolidated Statement of Operations in Sales
        and Marketing expense were $1,753 and $1,558 for the six months ended
        June 30, 2009 and 2008, respectively.  There were no non-cash
        advertising expenses for the three months ended June 30, 2009 and 2008.

    --  Interest Income.  Interest income is associated with the level of
        marketable debt securities and other interest bearing accounts in which
        WebMD invests.  Interest income varies over time due to varying levels
        of securities available for investment.  Transactions that WebMD has
        entered into in recent periods that have impacted securities available
        for investment include the initial public offering of equity in WebMD
        and acquisitions of other companies for varying amounts of cash since
        our initial public offering.  Additional financing transactions as well
        as potential acquisitions that WebMD may enter into in the future could
        impact the levels and timing of securities available for investment. 
        WebMD excludes interest income from Adjusted EBITDA (i) because it is
        not directly attributable to the performance of  WebMD'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 interest income will recur in future periods.

    --  Income Tax Provision (Benefit).  WebMD 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 WebMD'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, WebMD's income tax expense can
        fluctuate significantly from period to period in a manner not directly
        related to WebMD's operating performance.  WebMD 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 WebMD'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.  WebMD engages in other activities and transactions that
        can impact WebMD's overall income (loss) from continuing
        operations.  WebMD excludes these other items from Adjusted EBITDA when
        it believes these activities or transactions are not directly
        attributable to the performance of WebMD's business operations and,
        accordingly, their exclusion assists management and investors in making
        period-to-period comparisons of operating performance.  Investors should
        note that these other items may recur in future periods.  In the
        accompanying press release and financial tables, WebMD has excluded loss
        on the impairment of auction rate securities from Adjusted EBITDA.

SOURCE WebMD