HLTH 8-K HLTH Corporation Announces First Quarter Financial Results

Exhibit 99.2

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

	Three Months Ended
	March 31,
	2009			2008
				(a)
Revenue	$	90,264		$	80,650
Costs and expenses:
Cost of operations		36,565			30,927
Sales and marketing		27,561			25,149
General and administrative		21,848			20,849
Depreciation and amortization		7,103			6,775
Interest income		2,262			11,936
Interest expense		6,536			6,525
Gain on repurchases of convertible notes		6,647			—
Gain on sale of EBS Master LLC		—			538,024
Impairment of auction rate securities		—			60,108
Other expense, net		269			4,144
(Loss) income from continuing operations before income tax (benefit) provision		(709	)		476,133
Income tax (benefit) provision		(1,217	)		25,602
Equity in earnings of EBS Master LLC		—			4,007
Consolidated income from continuing operations		508			454,538
Consolidated income from discontinued operations, net of tax		517			3,057
Consolidated net income before noncontrolling interest		1,025			457,595
(Income) loss attributable to noncontrolling interest		(610	)		3,845
Net income attributable to HLTH stockholders	$	415		$	461,440
Amounts attributable to HLTH stockholders:
(Loss) income from continuing operations	$	(194	)	$	458,322
Income from discontinued operations		609			3,118
Net income attributable to HLTH stockholders	$	415		$	461,440
Basic (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.52
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.53
Diluted (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.03
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.04
Weighted-average shares outstanding used in computing (loss) income per common share:
Basic		101,748			182,175
Diluted		101,748			228,159

(a) The consolidated financial statements for the three months ended March 31, 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. 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
	March 31,
	2009			2008
Revenue					(d)
WebMD:
Advertising and sponsorship	$	65,428		$	56,482
Licensing		22,975			21,923
Print		1,861			2,245
	$	90,264		$	80,650
Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)
WebMD	$	18,688		$	16,332
Corporate		(3,427	)		(5,059	)
		15,261			11,273
Adjusted EBITDA per diluted common share (b)	$	0.15		$	0.05
Interest, taxes, non-cash and other items (c)
Interest income		2,262			11,936
Interest expense		(6,536	)		(6,525	)
Income tax benefit (provision)		1,217			(25,602	)
Depreciation and amortization		(7,103	)		(6,775	)
Non-cash stock-based compensation		(9,154	)		(5,940	)
Non-cash advertising		(1,753	)		(1,558	)
Gain on repurchases of convertible notes		6,647			—
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		(333	)		(4,194	)
Consolidated income from continuing operations		508			454,538
Consolidated income from discontinued operations, net of tax		517			3,057
Consolidated net income before noncontrolling interest		1,025			457,595
(Income) loss attributable to noncontrolling interest		(610	)		3,845
Net income attributable to HLTH stockholders	$	415		$	461,440
Amounts attributable to HLTH stockholders:
(Loss) income from continuing operations	$	(194	)	$	458,322
Income from discontinued operations		609			3,118
Net income attributable to HLTH stockholders	$	415		$	461,440
Basic (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.52
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.53
Diluted (loss) income per common share:
(Loss) income from continuing operations	$	(0.00	)	$	2.03
Income from discontinued operations		0.00			0.01
Net income attributable to HLTH stockholders	$	0.00		$	2.04
Weighted-average shares outstanding used in computing (loss) income per common share:
Basic		101,748			182,175
Diluted		101,748			228,159

(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 from continuing operations.
(d)	The consolidated financial statements for the three months ended March 31, 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. 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)

	March 31,		December 31,
	2009		2008
			(a)
Assets
Cash and cash equivalents	$	552,483	$	629,848
Accounts receivable, net		90,835		93,082
Prepaid expenses and other current assets		44,551		44,740
Assets of discontinued operations		129,253		131,350
Total current assets		817,122		899,020
Investments		275,885		288,049
Property and equipment, net		56,492		56,633
Goodwill		202,104		202,104
Intangible assets, net		30,570		32,328
Other assets		21,918		23,600
Total Assets	$	1,404,091	$	1,501,734
Liabilities and Stockholders’ Equity
Accrued expenses	$	33,849	$	54,595
Deferred revenue		84,574		79,613
Due to broker for repurchases of convertible notes		8,484		—
Liabilities of discontinued operations		98,506		100,771
Total current liabilities		225,413		234,979
1.75% convertible notes		273,483		350,000
31/8% convertible notes, net of discount of $31,799 at March 31, 2009 and $35,982 at December 31, 2008		250,201		264,018
Other long-term liabilities		19,899		21,816
HLTH stockholders’ equity		494,004		496,698
Noncontrolling interest in WHC		141,091		134,223
Stockholders’ equity		635,095		630,921
Total Liabilities and Stockholders’ Equity	$	1,404,091	$	1,501,734

(a) The consolidated financial statements as of December 31, 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. 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 STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

	Three Months Ended
	March 31,
	2009			2008
				(a)
Cash flows from operating activities:
Net income attributable to HLTH stockholders	$	415		$	461,440
Adjustments to reconcile net income attributable to HLTH stockholders to net cash (used in) provided by operating activities:
Consolidated income from discontinued operations, net of tax		(517	)		(3,057	)
Depreciation and amortization		7,103			6,775
Income (loss) attributable to noncontrolling interest		610			(3,845	)
Equity in earnings of EBS Master LLC		—			(4,007	)
Non-cash interest expense		2,799			2,661
Non-cash advertising		1,753			1,558
Non-cash stock-based compensation		9,154			5,940
Deferred income taxes		(2,604	)		5,132
Gain on repurchases of convertible notes		(6,647	)		—
Gain on sale of EBS Master LLC		—			(538,024	)
Impairment of auction rate securities		—			60,108
Changes in operating assets and liabilities:
Accounts receivable		2,247			10,449
Prepaid expenses and other, net		(1,224	)		17,493
Accrued expenses and other long-term liabilities		(20,741	)		10,479
Deferred revenue		4,961			11,231
Net cash (used in) provided by continuing operations		(2,691	)		44,333
Net cash provided by (used in) discontinued operations		2,001			(1,966	)
Net cash (used in) provided by operating activities		(690	)		42,367
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		600			104,518
Purchases of available-for-sale securities		—			(177,150	)
Purchases of property and equipment		(5,309	)		(2,651	)
Proceeds related to the sales of EBS Master LLC, EPS and ACS/ACP, net of fees		250			598,935
Other		—			1,195
Net cash (used in) provided by continuing operations		(4,459	)		524,847
Net cash used in discontinued operations		(829	)		(1,449	)
Net cash (used in) provided by investing activities		(5,288	)		523,398
Cash flows from financing activities:
Proceeds from issuance of HLTH and WHC common stock		7,041			1,777
Repurchases of convertible notes		(78,183	)		—
Net cash (used in) provided by continuing operations		(71,142	)		1,777
Net cash used in discontinued operations		—			(46	)
Net cash (used in) provided by financing activities		(71,142	)		1,731
Effect of exchange rates on cash		(245	)		1,753
Net (decrease) increase in cash and cash equivalents		(77,365	)		569,249
Cash and cash equivalents at beginning of period		629,848			536,879
Cash and cash equivalents at end of period	$	552,483		$	1,106,128

(a) The consolidated financial statements for the three months ended March 31, 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. 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.