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WebMD Announces Third Quarter Financial Results
Date:11/3/2009

55.7 Diluted 58.4 58.4 WebMD and HLTH completed their merger on October 23, 2009. The applicable accounting treatment for the merger results in HLTH being treated as the acquiring entity and, as a result, the pre-acquisition consolidated financial statements of HLTH will become the historical financial statements of WebMD beginning with reporting for the fourth quarter of 2009. The March, June and September 2009 quarterly information presented above, reflect HLTH's historical financial information, after adjustment for share and per share data based on the merger exchange ratio. Also presented above is pro-forma share information, presenting the effect of the merger as if it occurred as of January 1, 2009. (a) See Annex A - Explanation of Non-GAAP Financial Measures (b) Reconciliation of Adjusted EBITDA to consolidated income from continuing operations (c) The income tax provision excludes any benefit relating to any reversal in 2009 of the valuation allowance against deferred tax assets (d) Includes HLTH expenses previously categorized as 'Corporate' of $3.4, $3.2 and $2.6 for the March, June and September 2009 quarters, respectively (e) Represents income (loss) from continuing operations, net of minority (non-controlling) interest of HLTH for periods prior to the merger (f) Represents historical share information of HLTH, adjusted for the .4444 merger exchange ratio (g) Pro-forma weighted-average shares outstanding and related pro-forma share information assumes the merger took place on January 1, 2009 as follows: - Decreasing shares outstanding for the elimination of WebMD's 48.1 million Class B shares which have been retired - Increasing basic shares outstanding for HLTH's common shares which have been converted to WebMD shares based on the .4444 merger
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