At WebMD Health Corp.’s Annual Meeting of Stockholders to be held later today, executives of WebMD are expected to state, with respect to WebMD’s financial results for the quarter ended September 30, 2009:

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WebMD’s revenue for the quarter will be near the high end of its most recent financial guidance, which was furnished in a Current Report on Form 8-K filed by WebMD on July 30, 2009 (the “WebMD July 30 Form 8-K”); and

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WebMD’s Adjusted EBITDA and income from continuing operations for the quarter are expected to be slightly above the high end of that financial guidance.

Please see Exhibit 99.3 to the WebMD July 30 Form 8-K for additional information regarding the financial guidance provided and please see Exhibit 99.4 (Explanation of Non-GAAP Measures) to that Form 8-K for an explanation of “Adjusted EBITDA,” a non-GAAP measure.

     As previously announced, at the Annual Meetings of Stockholders of WebMD and of HLTH Corporation to be held later today, stockholders of HLTH and WebMD will be voting whether to approve the merger of the two companies. If the merger is approved at the meetings, the companies expect to complete the merger later today, with HLTH merging into WebMD, which will be the surviving company, and each share of HLTH Common Stock being converted into 0.4444 shares of WebMD Common Stock. In addition, in the merger, the outstanding shares of WebMD’s Class B Common Stock (all of which are held by HLTH) would be cancelled. The shares of WebMD’s Class A Common Stock would be unchanged in the merger and continue to trade on the NASDAQ Global Select Market under the symbol “WBMD”; however, they will no longer be referred to as “Class A” because the merger would eliminate both the WebMD Class B Common Stock held by HLTH and the dual-class stock structure at WebMD.

     As previously disclosed, the merger will constitute a “reverse merger” for accounting purposes, with HLTH being treated as the acquiror. Accordingly, following completion of the merger, the pre-acquisition consolidated financial statements of HLTH would be treated as the historical financial statements of WebMD going forward and would be included in WebMD’s Annual Report on Form 10-K for the year ending December 31, 2009. However, because completion of the merger would occur after the end of the third quarter, the financial statements in WebMD’s upcoming Quarterly Report on Form 10-Q for that quarter would, under applicable accounting rules, relate only to WebMD and WebMD’s historical financial statements would be the historical financial statements for purposes of that filing.

     The information in this Item 2.02 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01.		Regulation FD Disclosure

     WebMD Financial Guidance. At the WebMD Annual Meeting of Stockholders to be held later today, executives of WebMD are expected to state, with respect to financial guidance for the year ending December 31, 2009, that they are comfortable with the financial guidance for 2009 included in the WebMD July 30 Form 8-K