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These excerpts taken from the WBMD 8-K filed Jul 2, 2009. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing services.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH would compensate us for any use of our NOL
carryforwards resulting from certain extraordinary transactions,
as defined in the Tax Sharing Agreement. On September 14,
2006, HLTH completed the sale of its Emdeon Practice Services
business (“EPS”) for approximately $565,000 in cash
(“EPS Sale”). On November 16, 2006, HLTH
completed the sale of a 52% interest in its Emdeon Business
Services business (“EBS”) for approximately $1,200,000
in cash (“2006 EBS Sale”). HLTH recognized a taxable
gain on the sale of EPS and EBS and utilized a portion of its
federal NOL carryforwards to offset the gain on these
transactions. Under the Tax Sharing Agreement between HLTH and
us, we were reimbursed for our NOL carryforwards utilized by
HLTH in these transactions at the current federal statutory rate
of 35%. During 2007, HLTH reimbursed us $149,862 attributable to
the portion of our NOL utilized by HLTH as a result of the EPS
Sale and the 2006 EBS Sale. The reimbursement was recorded as a
capital contribution which increased additional paid-in capital.
In connection with the termination of the merger between HLTH
and us on October 19, 2008, the Tax Sharing Agreement was
further amended to provide that, for tax years beginning after
December 31, 2007, HLTH is no longer required to reimburse
us for use of NOL carryforwards attributable to us that may
result from extraordinary transactions by HLTH. See
“— Introduction — Background
Information on Certain Trends and Developments —
Termination of Proposed HLTH Merger” for a description of
the termination of the proposed HLTH Merger. The Tax Sharing
Agreement has not, other than with respect to certain
extraordinary transactions by HLTH, required either HLTH or us
to reimburse the other party for any net tax savings realized by
the consolidated group as a result of the group’s
utilization of our or HLTH’s NOL carryforwards during the
period of consolidation, and that will continue following the
amendment. Accordingly, HLTH will not be required to reimburse
us for use of NOL carryforwards attributable to us in connection
with (a) HLTH’s sale in February 2008 of its 48%
minority interest in EBS to an affiliate of General Atlantic LLC
and investment funds managed by Hellman & Friedman LLC
for a sale price of $575,000 in cash or (b) HLTH’s
sale in July 2008 of its ViPS segment to an affiliate of General
Dynamics Corporation for approximately $225,000 in cash. HLTH
expects to recognize taxable gains on these transactions and
expects to utilize a portion of our federal NOL carryforwards to
offset a portion of the tax liability resulting from these
transactions.
Agreements
with HLTH
In connection with the IPO in September 2005, the Company
entered into a number of agreements with HLTH governing the
future relationship of the companies, including a Services
Agreement, a Tax Sharing Agreement and an Indemnity Agreement.
These agreements cover a variety of matters, including
responsibility for certain liabilities, including tax
liabilities, as well as matters related to HLTH providing the
Company with administrative services, such as payroll,
accounting, tax, employee benefit plans, employee insurance,
intellectual property, legal and information processing
services. Under the Services Agreement, the Company has agreed
to reimburse HLTH an amount that reasonably approximates
HLTH’s cost of providing services to the Company. HLTH has
agreed to make the services available to the Company for up to
five years; however, the Company is not required, under the
Services Agreement, to continue to obtain services from HLTH and
is able to terminate services, in whole or in part, at any time
generally by providing, with respect to the specified services
or groups of services, 60 days’ prior notice and, in
some cases, paying a nominal termination fee to cover costs
relating to the termination. The terms of the Services Agreement
provide that HLTH has the option to terminate the services that
it provides for the Company, in whole or in part, if it ceases
to provide such services for itself, upon at least
180 days’ written notice to the Company.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH would compensate the Company for any use of
the Company’s net operating loss (“NOL”)
carryforwards resulting from certain extraordinary transactions,
as defined in the Tax Sharing Agreement. On September 14,
2006, HLTH completed the sale of its Emdeon Practice Services
business (“EPS”) for approximately $565,000 in cash
(“EPS Sale”). On November 16, 2006, HLTH
completed the sale of a 52% interest in its Emdeon Business
Services business (“EBS”) for approximately $1,200,000
in cash (“2006 EBS Sale”). HLTH recognized a taxable
gain on the sales of EPS and EBS and utilized a portion of its
federal NOL carryforwards to offset the gain on these
transactions. Under the Tax Sharing Agreement between HLTH and
the Company, the Company was reimbursed for its NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During 2007, HLTH
reimbursed the Company $149,862 attributable to the NOL that was
utilized by HLTH as a result of the EPS Sale and the 2006 EBS
Sale. The reimbursement was recorded as capital contribution,
which increased additional paid-in capital.
In February 2008, HLTH and the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”), pursuant
to which HLTH would merge into the Company, with the Company
continuing as the surviving corporation. Pursuant to the terms
of a Termination Agreement entered into on October 19, 2008
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
(the “Termination Agreement”), HLTH and the Company
mutually agreed, in light of the turmoil in financial markets,
to terminate the Merger Agreement. The Termination Agreement
maintained HLTH’s obligation, under the terms of the Merger
Agreement, to pay the expenses the Company incurred in
connection with the merger. In connection with the termination
of the merger, HLTH assigned to the Company the Amended and
Restated Data License Agreement, dated as of February 8,
2008, among HLTH, EBS Master LLC and certain affiliated
companies.
Also, in connection with the termination of the Merger
Agreement, the Tax Sharing Agreement was further amended to
provide that, for tax years beginning after December 31,
2007, HLTH is no longer required to reimburse the Company for
use of NOL carryforwards attributable to the Company that may
result from extraordinary transactions by HLTH. The Tax Sharing
Agreement has not, other than with respect to certain
extraordinary transactions by HLTH, required either HLTH or the
Company to reimburse the other party for any net tax savings
realized by the consolidated group as a result of the
group’s utilization of the Company’s or HLTH’s
NOL carryforwards during the period of consolidation, and that
will continue following the amendment. Accordingly, HLTH will
not be required to reimburse the Company for use of NOL
carryforwards attributable to the Company in connection with
(a) HLTH’s sale in February 2008 of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC for
a sale price of $575,000 in cash or (b) HLTH’s sale in
July 2008 of its ViPS segment to an affiliate of General
Dynamics Corporation for approximately $225,000 in cash. HLTH
expects to recognize taxable gains on these transactions and
expects to utilize a portion of the Company’s federal NOL
carryforward to offset a portion of the tax liability resulting
from these transactions.
These excerpts taken from the WBMD 10-Q filed May 11, 2009. Agreements
with HLTH
In connection with the IPO in September 2005, the Company
entered into a number of agreements with HLTH governing the
future relationship of the companies, including a Services
Agreement, a Tax Sharing Agreement and an Indemnity Agreement.
These agreements cover a variety of matters, including
responsibility for certain liabilities, including tax
liabilities, as well as matters related to HLTH providing the
Company with administrative services, such as payroll,
accounting, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing services.
Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
Table of Contents
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing services.
These excerpts taken from the WBMD 10-K filed Feb 27, 2009. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing services.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH would compensate us for any use of our NOL
carryforwards resulting from certain extraordinary transactions,
as defined in the Tax Sharing Agreement. On September 14,
2006, HLTH completed the sale of its Emdeon Practice Services
business (“EPS”) for approximately $565,000 in cash
(“EPS Sale”). On November 16, 2006, HLTH
completed the sale of a 52% interest in its Emdeon Business
Services business (“EBS”) for approximately $1,200,000
in cash (“2006 EBS Sale”). HLTH recognized a taxable
gain on the sale of EPS and
Table of Contents
EBS and utilized a portion of its federal NOL carryforwards to
offset the gain on these transactions. Under the Tax Sharing
Agreement between HLTH and us, we were reimbursed for our NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During 2007, HLTH
reimbursed us $149,862 attributable to the portion of our NOL
utilized by HLTH as a result of the EPS Sale and the 2006 EBS
Sale. The reimbursement was recorded as a capital contribution
which increased additional paid-in capital.
In connection with the termination of the merger between HLTH
and us on October 19, 2008, the Tax Sharing Agreement was
further amended to provide that, for tax years beginning after
December 31, 2007, HLTH is no longer required to reimburse
us for use of NOL carryforwards attributable to us that may
result from extraordinary transactions by HLTH. See
“— Introduction — Background
Information on Certain Trends and Developments —
Termination of Proposed HLTH Merger” for a description of
the termination of the proposed HLTH Merger. The Tax Sharing
Agreement has not, other than with respect to certain
extraordinary transactions by HLTH, required either HLTH or us
to reimburse the other party for any net tax savings realized by
the consolidated group as a result of the group’s
utilization of our or HLTH’s NOL carryforwards during the
period of consolidation, and that will continue following the
amendment. Accordingly, HLTH will not be required to reimburse
us for use of NOL carryforwards attributable to us in connection
with (a) HLTH’s sale in February 2008 of its 48%
minority interest in EBS to an affiliate of General Atlantic LLC
and investment funds managed by Hellman & Friedman LLC
for a sale price of $575,000 in cash or (b) HLTH’s
sale in July 2008 of its ViPS segment to an affiliate of General
Dynamics Corporation for approximately $225,000 in cash. HLTH
expects to recognize taxable gains on these transactions and
expects to utilize a portion of our federal NOL carryforwards to
offset a portion of the tax liability resulting from these
transactions.
Agreements with HLTH In connection with our IPO in September 2005, we entered into a number of agreements with HLTH governing the future relationship of the companies, including a Services Agreement, a Tax Sharing Agreement and an Indemnity Agreement. These agreements cover a variety of matters, including responsibility for certain liabilities, including tax liabilities, as well as matters related to HLTH providing us with administrative services, such as payroll, tax, employee benefit plan, employee insurance, intellectual property, legal and information processing services. On February 15, 2006, the Tax Sharing Agreement was amended to provide that HLTH would compensate us for any use of our NOL carryforwards resulting from certain extraordinary transactions, as defined in the Tax Sharing Agreement. On September 14, 2006, HLTH completed the sale of its Emdeon Practice Services business (“EPS”) for approximately $565,000 in cash (“EPS Sale”). On November 16, 2006, HLTH completed the sale of a 52% interest in its Emdeon Business Services business (“EBS”) for approximately $1,200,000 in cash (“2006 EBS Sale”). HLTH recognized a taxable gain on the sale of EPS and
Table of ContentsEBS and utilized a portion of its federal NOL carryforwards to offset the gain on these transactions. Under the Tax Sharing Agreement between HLTH and us, we were reimbursed for our NOL carryforwards utilized by HLTH in these transactions at the current federal statutory rate of 35%. During 2007, HLTH reimbursed us $149,862 attributable to the portion of our NOL utilized by HLTH as a result of the EPS Sale and the 2006 EBS Sale. The reimbursement was recorded as a capital contribution which increased additional paid-in capital. In connection with the termination of the merger between HLTH and us on October 19, 2008, the Tax Sharing Agreement was further amended to provide that, for tax years beginning after December 31, 2007, HLTH is no longer required to reimburse us for use of NOL carryforwards attributable to us that may result from extraordinary transactions by HLTH. See “— Introduction — Background Information on Certain Trends and Developments — Termination of Proposed HLTH Merger” for a description of the termination of the proposed HLTH Merger. The Tax Sharing Agreement has not, other than with respect to certain extraordinary transactions by HLTH, required either HLTH or us to reimburse the other party for any net tax savings realized by the consolidated group as a result of the group’s utilization of our or HLTH’s NOL carryforwards during the period of consolidation, and that will continue following the amendment. Accordingly, HLTH will not be required to reimburse us for use of NOL carryforwards attributable to us in connection with (a) HLTH’s sale in February 2008 of its 48% minority interest in EBS to an affiliate of General Atlantic LLC and investment funds managed by Hellman & Friedman LLC for a sale price of $575,000 in cash or (b) HLTH’s sale in July 2008 of its ViPS segment to an affiliate of General Dynamics Corporation for approximately $225,000 in cash. HLTH expects to recognize taxable gains on these transactions and expects to utilize a portion of our federal NOL carryforwards to offset a portion of the tax liability resulting from these transactions. Agreements
with HLTH
In connection with the IPO in September 2005, the Company
entered into a number of agreements with HLTH governing the
future relationship of the companies, including a Services
Agreement, a Tax Sharing Agreement and an Indemnity Agreement.
These agreements cover a variety of matters, including
responsibility for certain liabilities, including tax
liabilities, as well as matters related to HLTH providing the
Company with administrative services, such as payroll,
accounting, tax, employee benefit plans, employee insurance,
intellectual property, legal and information processing
services. Under the Services Agreement, the Company has agreed
to reimburse HLTH an amount that reasonably approximates
HLTH’s cost of providing services to the Company. HLTH has
agreed to make the services available to the Company for up to
five years; however, the Company is not required, under the
Services Agreement, to continue to obtain services from HLTH and
is able to terminate services, in whole or in part, at any time
generally by providing, with
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
respect to the specified services or groups of services,
60 days’ prior notice and, in some cases, paying a
nominal termination fee to cover costs relating to the
termination. The terms of the Services Agreement provide that
HLTH has the option to terminate the services that it provides
for the Company, in whole or in part, if it ceases to provide
such services for itself, upon at least 180 days’
written notice to the Company.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH would compensate the Company for any use of
the Company’s net operating loss (“NOL”)
carryforwards resulting from certain extraordinary transactions,
as defined in the Tax Sharing Agreement. On September 14,
2006, HLTH completed the sale of its Emdeon Practice Services
business (“EPS”) for approximately $565,000 in cash
(“EPS Sale”). On November 16, 2006, HLTH
completed the sale of a 52% interest in its Emdeon Business
Services business (“EBS”) for approximately $1,200,000
in cash (“2006 EBS Sale”). HLTH recognized a taxable
gain on the sales of EPS and EBS and utilized a portion of its
federal NOL carryforwards to offset the gain on these
transactions. Under the Tax Sharing Agreement between HLTH and
the Company, the Company was reimbursed for its NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During 2007, HLTH
reimbursed the Company $149,862 attributable to the NOL that was
utilized by HLTH as a result of the EPS Sale and the 2006 EBS
Sale. The reimbursement was recorded as capital contribution,
which increased additional paid-in capital.
In February 2008, HLTH and the Company entered into an Agreement
and Plan of Merger (the “Merger Agreement”), pursuant
to which HLTH would merge into the Company, with the Company
continuing as the surviving corporation. Pursuant to the terms
of a Termination Agreement entered into on October 19, 2008
(the “Termination Agreement”), HLTH and the Company
mutually agreed, in light of the turmoil in financial markets,
to terminate the Merger Agreement. The Termination Agreement
maintained HLTH’s obligation, under the terms of the Merger
Agreement, to pay the expenses the Company incurred in
connection with the merger. In connection with the termination
of the merger, HLTH assigned to the Company the Amended and
Restated Data License Agreement, dated as of February 8,
2008, among HLTH, EBS Master LLC and certain affiliated
companies.
Also, in connection with the termination of the Merger
Agreement, the Tax Sharing Agreement was further amended to
provide that, for tax years beginning after December 31,
2007, HLTH is no longer required to reimburse the Company for
use of NOL carryforwards attributable to the Company that may
result from extraordinary transactions by HLTH. The Tax Sharing
Agreement has not, other than with respect to certain
extraordinary transactions by HLTH, required either HLTH or the
Company to reimburse the other party for any net tax savings
realized by the consolidated group as a result of the
group’s utilization of the Company’s or HLTH’s
NOL carryforwards during the period of consolidation, and that
will continue following the amendment. Accordingly, HLTH will
not be required to reimburse the Company for use of NOL
carryforwards attributable to the Company in connection with
(a) HLTH’s sale in February 2008 of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC for
a sale price of $575,000 in cash or (b) HLTH’s sale in
July 2008 of its ViPS segment to an affiliate of General
Dynamics Corporation for approximately $225,000 in cash. HLTH
expects to recognize taxable gains on these transactions and
expects to utilize a portion of the Company’s federal NOL
carryforward to offset a portion of the tax liability resulting
from these transactions.
Agreements with HLTH In connection with the IPO in September 2005, the Company entered into a number of agreements with HLTH governing the future relationship of the companies, including a Services Agreement, a Tax Sharing Agreement and an Indemnity Agreement. These agreements cover a variety of matters, including responsibility for certain liabilities, including tax liabilities, as well as matters related to HLTH providing the Company with administrative services, such as payroll, accounting, tax, employee benefit plans, employee insurance, intellectual property, legal and information processing services. Under the Services Agreement, the Company has agreed to reimburse HLTH an amount that reasonably approximates HLTH’s cost of providing services to the Company. HLTH has agreed to make the services available to the Company for up to five years; however, the Company is not required, under the Services Agreement, to continue to obtain services from HLTH and is able to terminate services, in whole or in part, at any time generally by providing, with
Table of ContentsWEBMD HEALTH CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) respect to the specified services or groups of services, 60 days’ prior notice and, in some cases, paying a nominal termination fee to cover costs relating to the termination. The terms of the Services Agreement provide that HLTH has the option to terminate the services that it provides for the Company, in whole or in part, if it ceases to provide such services for itself, upon at least 180 days’ written notice to the Company. On February 15, 2006, the Tax Sharing Agreement was amended to provide that HLTH would compensate the Company for any use of the Company’s net operating loss (“NOL”) carryforwards resulting from certain extraordinary transactions, as defined in the Tax Sharing Agreement. On September 14, 2006, HLTH completed the sale of its Emdeon Practice Services business (“EPS”) for approximately $565,000 in cash (“EPS Sale”). On November 16, 2006, HLTH completed the sale of a 52% interest in its Emdeon Business Services business (“EBS”) for approximately $1,200,000 in cash (“2006 EBS Sale”). HLTH recognized a taxable gain on the sales of EPS and EBS and utilized a portion of its federal NOL carryforwards to offset the gain on these transactions. Under the Tax Sharing Agreement between HLTH and the Company, the Company was reimbursed for its NOL carryforwards utilized by HLTH in these transactions at the current federal statutory rate of 35%. During 2007, HLTH reimbursed the Company $149,862 attributable to the NOL that was utilized by HLTH as a result of the EPS Sale and the 2006 EBS Sale. The reimbursement was recorded as capital contribution, which increased additional paid-in capital. In February 2008, HLTH and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which HLTH would merge into the Company, with the Company continuing as the surviving corporation. Pursuant to the terms of a Termination Agreement entered into on October 19, 2008 (the “Termination Agreement”), HLTH and the Company mutually agreed, in light of the turmoil in financial markets, to terminate the Merger Agreement. The Termination Agreement maintained HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses the Company incurred in connection with the merger. In connection with the termination of the merger, HLTH assigned to the Company the Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC and certain affiliated companies. Also, in connection with the termination of the Merger Agreement, the Tax Sharing Agreement was further amended to provide that, for tax years beginning after December 31, 2007, HLTH is no longer required to reimburse the Company for use of NOL carryforwards attributable to the Company that may result from extraordinary transactions by HLTH. The Tax Sharing Agreement has not, other than with respect to certain extraordinary transactions by HLTH, required either HLTH or the Company to reimburse the other party for any net tax savings realized by the consolidated group as a result of the group’s utilization of the Company’s or HLTH’s NOL carryforwards during the period of consolidation, and that will continue following the amendment. Accordingly, HLTH will not be required to reimburse the Company for use of NOL carryforwards attributable to the Company in connection with (a) HLTH’s sale in February 2008 of its 48% minority interest in EBS to an affiliate of General Atlantic LLC and investment funds managed by Hellman & Friedman LLC for a sale price of $575,000 in cash or (b) HLTH’s sale in July 2008 of its ViPS segment to an affiliate of General Dynamics Corporation for approximately $225,000 in cash. HLTH expects to recognize taxable gains on these transactions and expects to utilize a portion of the Company’s federal NOL carryforward to offset a portion of the tax liability resulting from these transactions. This excerpt taken from the WBMD 10-Q filed Nov 10, 2008. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, accounting, tax, employee benefit plan, employee
insurance, intellectual property, legal and information
processing services.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH would compensate us for any use of our NOL
carryforwards resulting from certain extraordinary transactions,
as defined in the Tax Sharing Agreement. On September 14,
2006, HLTH completed the sale of its Emdeon Practice Services
business (“EPS”) for approximately $565,000 in cash
(“EPS Sale”). On November 16, 2006, HLTH
completed the sale of a 52% interest in its Emdeon Business
Services business (“EBS”) for approximately $1,200,000
in cash (“2006 EBS Sale”). HLTH recognized a taxable
gain on the sale of EPS and EBS and utilized a portion of its
federal NOL carryforwards to offset the gain on these
transactions. Under the Tax Sharing Agreement between HLTH and
us, we were reimbursed for our NOL carryforwards utilized by
HLTH in these transactions at the current federal statutory rate
of 35%. During February 2007, HLTH reimbursed us $140,000 as an
estimate of the payment required pursuant to the Tax Sharing
Agreement with respect to the EPS Sale and the 2006 EBS Sale,
which was subject to adjustment in connection with the filing of
the applicable tax returns. During September 2007, HLTH
finalized the NOL carryforward attributable to us that was
utilized as a result of the EPS Sale and the 2006 EBS Sale and
reimbursed us an additional $9,862. These reimbursements were
recorded as capital contributions which increased additional
paid-in-capital
at December 31, 2006 and September 30, 2007,
respectively.
In connection with the termination of the merger between HLTH
and us on October 19, 2008 we and HLTH have agreed to amend
the Tax Sharing Agreement so that for tax years beginning after
December 31, 2007, HLTH will no longer be required to
reimburse us for use of NOL carryforwards attributable to us
that may result from certain extraordinary transactions by HLTH.
See “— Introduction — Termination of
Proposed HLTH Merger” for a description of the termination
of the proposed HLTH Merger. The Tax Sharing Agreement has not,
other than with respect to certain extraordinary transactions by
HLTH, required either HLTH or us to reimburse the other party
for any net tax savings realized by the consolidated group as a
result of the group’s utilization of our or HLTH’s NOL
carryforwards during the period of consolidation, and that will
continue following the amendment. Accordingly, HLTH will not be
required to reimburse us for use of NOL carryforwards
attributable to us in connection with (a) HLTH’s sale
in February 2008 of its 48% minority interest in EBS to an
affiliate of General Atlantic LLC and investment funds managed
by Hellman & Friedman LLC for a sale price of $575,000
in cash or (b) HLTH’s sale in July 2008 of its ViPS
segment to an affiliate of General Dynamics Corporation for
approximately $225,000 in cash. HLTH expects to recognize
taxable gains on these transactions and expects to utilize a
portion of our federal NOL carryforwards to offset a portion of
the tax liability resulting from these transactions. Based upon
information available as of the time
Table of Contents
of this filing, we currently estimate that our NOL carryforwards
will be reduced by an aggregate of approximately $120,000 as a
result of HLTH’s utilization of our NOL carryforwards to
offset its taxable gains on these transactions. This estimated
amount is based on various assumptions and is subject to
material change. The actual amount of our NOL carryforwards that
HLTH will utilize cannot be determined until HLTH completes its
2008 income tax calculations.
This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Agreements
with HLTH
In connection with the IPO in September 2005, the Company
entered into a number of agreements with HLTH governing the
future relationship of the companies, including a Services
Agreement, a Tax Sharing Agreement and an Indemnity Agreement.
These agreements cover a variety of matters, including
responsibility for certain liabilities, including tax
liabilities, as well as matters related to HLTH providing the
Company with administrative services, such as payroll,
accounting, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing
services. Under the Services Agreement, the Company has agreed
to reimburse HLTH an amount that reasonably approximates
HLTH’s cost of providing services to the Company. HLTH has
agreed to make the services available to the Company for up to
five years; however, the Company is not required, under the
Services Agreement, to continue to obtain services from HLTH and
is able to terminate services, in whole or in part, at any time
generally by providing, with respect to the specified services
or groups of services, 60 days’ prior notice and, in
some cases, paying a nominal termination fee to cover costs
relating to the termination. The terms of the Services Agreement
provide that HLTH has the option to terminate the services that
it provides for the Company, in whole or in part, if it ceases
to provide such services for itself, upon at least
180 days’ written notice to the Company.
On January 31, 2006, the Company entered into additional
agreements with HLTH in which both parties agreed to support
each other’s product development and marketing efforts of
specific product lines for agreed upon fees as defined in the
agreements. The new agreements cover a term of five years.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate the Company for any use of
the Company’s NOLs as a result of certain extraordinary
transactions, as defined
WebMD 2007 Annual
Report — Financial Statements Annex
Annex B-1 – Page 20
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
in the Tax Sharing Agreement, including a sale by HLTH of its
Emdeon Business Services (“EBS”) and Emdeon Practice
Services (“EPS”) operating segments.
On September 14, 2006, HLTH completed the sale of EPS for
approximately $565,000 in cash (“EPS Sale”). On
November 16, 2006, HLTH completed the sale of a 52%
interest in EBS for approximately $1,200,000 in cash (“EBS
Sale”). HLTH recognized a taxable gain on the sale of EPS
and EBS and utilized a portion of its federal NOL carryforwards
to offset the gain on these transactions. Under the Tax Sharing
Agreement between HLTH and the Company, the Company was
reimbursed for its NOL carryforwards utilized by HLTH in these
transactions at the current federal statutory rate of 35%.
During February 2007, HLTH reimbursed the Company $140,000 as an
estimate of the payment required pursuant to the Tax Sharing
Agreement with respect to the EPS Sale and the EBS Sale which
was subject to adjustment in connection with the filing of the
applicable tax returns. During September 2007, HLTH finalized
the NOL carryforward attributable to the Company that was
utilized as a result of the EPS Sale and the EBS Sale and
reimbursed the Company an additional $9,862. These
reimbursements were recorded as capital contributions which
increased additional
paid-in
capital at December 31, 2006 and September 30, 2007,
respectively.
On February 11, 2008, HLTH announced that it had executed a
definitive agreement and closed the sale of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC.
The sale price was $575,000 in cash. HLTH expects to recognize a
taxable gain on this transaction and expects to utilize a
portion of its federal NOL carryforward to offset a portion of
the tax liability resulting from this transaction. The amount of
the utilization of the NOL carryforward and related
reimbursement to the Company is dependent on numerous factors
and cannot be determined at this time.
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement
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and an Indemnity Agreement. These agreements cover a variety of
matters, including responsibility for certain liabilities,
including tax liabilities, as well as matters related to HLTH
providing us with administrative services, such as payroll,
accounting, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing services.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate us for any use of our NOLs
that may result from certain extraordinary transactions, as
defined in the Tax Sharing Agreement, including the sales by
HLTH of its Emdeon Business Services (“EBS”) and
Emdeon Practice Services (“EPS”) operating segments.
On September 14, 2006, HLTH completed the sale of EPS for
approximately $565,000 in cash (“EPS Sale”). On
November 16, 2006, HLTH completed the sale of a 52%
interest in EBS for approximately $1,200,000 in cash (“2006
EBS Sale”). HLTH recognized a taxable gain on the sale of
EPS and EBS and utilized a portion of its federal NOL
carryforwards to offset the gain on these transactions. Under
the tax sharing agreement between HLTH and us, we were
reimbursed for our NOL carryforwards utilized by HLTH in these
transactions at the current federal statutory rate of 35%.
During February 2007, HLTH reimbursed us $140,000 as an estimate
of the payment required pursuant to the tax sharing agreement
with respect to the EPS Sale and the 2006 EBS Sale, which was
subject to adjustment in connection with the filing of the
applicable tax returns. During September 2007, HLTH finalized
the NOL carryforward attributable to us that was utilized as a
result of the EPS Sale and 2006 EBS Sale and reimbursed us an
additional $9,862. These reimbursements were recorded as capital
contributions which increased additional
paid-in-capital
at December 31, 2006 and September 30, 2007,
respectively.
On February 11, 2008, HLTH announced that it had executed a
definitive agreement and closed the sale of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC for
a sale price of $575,000 in cash. On July 22, 2008, HLTH
completed the sale of its ViPS segment to an affiliate of
General Dynamics Corporation for approximately $225,000 in cash.
HLTH expects to recognize taxable gains on these transactions
and expects to utilize a portion of our federal NOL
carryforwards to offset a portion of the tax liability resulting
from these transactions. Based upon information available as of
the time of this filing, we currently estimate that our NOL
carryforwards will be reduced by an aggregate of approximately
$120,000 as a result of HLTH’s utilization of our NOL
carryforwards to offset its taxable gains on these transactions.
This estimated amount is based on various assumptions and is
subject to material change. The actual amount of our NOL
carryforwards that HLTH will utilize cannot be determined until
HLTH completes its 2008 income tax calculations.
HLTH’s obligation to reimburse us for the utilization of
our NOL carryforwards would be extinguished by the completion of
the merger with HLTH. See “— Introduction —
Pending HLTH Merger” above for a description of the Merger
Agreement entered into between HLTH and WebMD.
This excerpt taken from the WBMD 10-Q filed May 12, 2008. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, accounting, tax, employee benefit plan, employee
insurance, intellectual property, legal and information
processing services.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate us for any use of our NOLs
that may result from certain extraordinary transactions, as
defined in the Tax Sharing Agreement, including the sales by
HLTH of its Emdeon Business Services (“EBS”) and
Emdeon Practice Services (“EPS”) operating segments.
On September 14, 2006, HLTH completed the sale of EPS for
approximately $565,000 in cash (“EPS Sale”). On
November 16, 2006, HLTH completed the sale of a 52%
interest in EBS for approximately $1,200,000 in cash (“EBS
Sale”). HLTH recognized a taxable gain on the sale of EPS
and EBS and utilized a portion of its federal NOL carryforwards
to offset the gain on these transactions. Under the tax sharing
agreement between HLTH and us, we were reimbursed for our NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During February 2007,
HLTH reimbursed us $140,000 as an estimate of the payment
required pursuant to the tax sharing agreement with respect to
the EPS Sale and
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the EBS Sale, which was subject to adjustment in connection with
the filing of the applicable tax returns. During September 2007,
HLTH finalized the NOL carryforward attributable to us that was
utilized as a result of the EPS Sale and EBS Sale and reimbursed
us an additional $9,862. These reimbursements were recorded as
capital contributions which increased additional
paid-in-capital
at December 31, 2006 and September 30, 2007,
respectively.
On February 11, 2008, HLTH announced that it had executed a
definitive agreement and closed the sale of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC.
The sale price was $575,000 in cash. HLTH expects to recognize a
taxable gain on this transaction and expects to utilize a
portion of its federal NOL carryforward to offset a portion of
the tax liability resulting from this transaction. The amount of
the utilization of the NOL carryforward and related
reimbursement to us is dependent on numerous factors and cannot
be determined at this time.
See “— Introduction — Pending HLTH
Merger” above for a description of the Merger Agreement
entered into between HLTH and WebMD.
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. Agreements
with HLTH
In connection with the IPO in September 2005, the Company
entered into a number of agreements with HLTH governing the
future relationship of the companies, including a Services
Agreement, a Tax Sharing Agreement and an Indemnity Agreement.
These agreements cover a variety of matters, including
responsibility for certain liabilities, including tax
liabilities, as well as matters related to HLTH providing the
Company with administrative services, such as payroll,
accounting, tax, employee benefit plan, employee insurance,
intellectual property, legal and information processing
services. Under the Services Agreement, the Company has agreed
to reimburse HLTH an amount that reasonably approximates
HLTH’s cost of providing services to the Company. HLTH has
agreed to make the services available to the Company for up to
five years; however, the Company is not required, under the
Services Agreement, to continue to obtain services from HLTH and
is able to terminate services, in whole or in part, at any time
generally by providing, with
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WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
respect to the specified services or groups of services,
60 days’ prior notice and, in some cases, paying a
nominal termination fee to cover costs relating to the
termination. The terms of the Services Agreement provide that
HLTH has the option to terminate the services that it provides
for the Company, in whole or in part, if it ceases to provide
such services for itself, upon at least 180 days’
written notice to the Company.
On January 31, 2006, the Company entered into additional
agreements with HLTH in which both parties agreed to support
each other’s product development and marketing efforts of
specific product lines for agreed upon fees as defined in the
agreements. The new agreements cover a term of five years.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate the Company for any use of
the Company’s NOLs as a result of certain extraordinary
transactions, as defined in the Tax Sharing Agreement, including
a sale by HLTH of its Emdeon Business Services (“EBS”)
and Emdeon Practice Services (“EPS”) operating
segments.
On September 14, 2006, HLTH completed the sale of EPS for
approximately $565,000 in cash (“EPS Sale”). On
November 16, 2006, HLTH completed the sale of a 52%
interest in EBS for approximately $1,200,000 in cash (“EBS
Sale”). HLTH recognized a taxable gain on the sale of EPS
and EBS and utilized a portion of its federal NOL carryforwards
to offset the gain on these transactions. Under the Tax Sharing
Agreement between HLTH and the Company, the Company was
reimbursed for its NOL carryforwards utilized by HLTH in these
transactions at the current federal statutory rate of 35%.
During February 2007, HLTH reimbursed the Company $140,000 as an
estimate of the payment required pursuant to the Tax Sharing
Agreement with respect to the EPS Sale and the EBS Sale which
was subject to adjustment in connection with the filing of the
applicable tax returns. During September 2007, HLTH finalized
the NOL carryforward attributable to the Company that was
utilized as a result of the EPS Sale and the EBS Sale and
reimbursed the Company an additional $9,862. These
reimbursements were recorded as capital contributions which
increased additional
paid-in
capital at December 31, 2006 and September 30, 2007,
respectively.
On February 11, 2008, HLTH announced that it had executed a
definitive agreement and closed the sale of its 48% minority
interest in EBS to an affiliate of General Atlantic LLC and
investment funds managed by Hellman & Friedman LLC.
The sale price was $575,000 in cash. HLTH expects to recognize a
taxable gain on this transaction and expects to utilize a
portion of its federal NOL carryforward to offset a portion of
the tax liability resulting from this transaction. The amount of
the utilization of the NOL carryforward and related
reimbursement to the Company is dependent on numerous factors
and cannot be determined at this time.
Agreements with HLTH In connection with the IPO in September 2005, the Company entered into a number of agreements with HLTH governing the future relationship of the companies, including a Services Agreement, a Tax Sharing Agreement and an Indemnity Agreement. These agreements cover a variety of matters, including responsibility for certain liabilities, including tax liabilities, as well as matters related to HLTH providing the Company with administrative services, such as payroll, accounting, tax, employee benefit plan, employee insurance, intellectual property, legal and information processing services. Under the Services Agreement, the Company has agreed to reimburse HLTH an amount that reasonably approximates HLTH’s cost of providing services to the Company. HLTH has agreed to make the services available to the Company for up to five years; however, the Company is not required, under the Services Agreement, to continue to obtain services from HLTH and is able to terminate services, in whole or in part, at any time generally by providing, with
Table of ContentsWEBMD HEALTH CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) respect to the specified services or groups of services, 60 days’ prior notice and, in some cases, paying a nominal termination fee to cover costs relating to the termination. The terms of the Services Agreement provide that HLTH has the option to terminate the services that it provides for the Company, in whole or in part, if it ceases to provide such services for itself, upon at least 180 days’ written notice to the Company. On January 31, 2006, the Company entered into additional agreements with HLTH in which both parties agreed to support each other’s product development and marketing efforts of specific product lines for agreed upon fees as defined in the agreements. The new agreements cover a term of five years. On February 15, 2006, the Tax Sharing Agreement was amended to provide that HLTH will compensate the Company for any use of the Company’s NOLs as a result of certain extraordinary transactions, as defined in the Tax Sharing Agreement, including a sale by HLTH of its Emdeon Business Services (“EBS”) and Emdeon Practice Services (“EPS”) operating segments. On September 14, 2006, HLTH completed the sale of EPS for approximately $565,000 in cash (“EPS Sale”). On November 16, 2006, HLTH completed the sale of a 52% interest in EBS for approximately $1,200,000 in cash (“EBS Sale”). HLTH recognized a taxable gain on the sale of EPS and EBS and utilized a portion of its federal NOL carryforwards to offset the gain on these transactions. Under the Tax Sharing Agreement between HLTH and the Company, the Company was reimbursed for its NOL carryforwards utilized by HLTH in these transactions at the current federal statutory rate of 35%. During February 2007, HLTH reimbursed the Company $140,000 as an estimate of the payment required pursuant to the Tax Sharing Agreement with respect to the EPS Sale and the EBS Sale which was subject to adjustment in connection with the filing of the applicable tax returns. During September 2007, HLTH finalized the NOL carryforward attributable to the Company that was utilized as a result of the EPS Sale and the EBS Sale and reimbursed the Company an additional $9,862. These reimbursements were recorded as capital contributions which increased additional paid-in capital at December 31, 2006 and September 30, 2007, respectively. On February 11, 2008, HLTH announced that it had executed a definitive agreement and closed the sale of its 48% minority interest in EBS to an affiliate of General Atlantic LLC and investment funds managed by Hellman & Friedman LLC. The sale price was $575,000 in cash. HLTH expects to recognize a taxable gain on this transaction and expects to utilize a portion of its federal NOL carryforward to offset a portion of the tax liability resulting from this transaction. The amount of the utilization of the NOL carryforward and related reimbursement to the Company is dependent on numerous factors and cannot be determined at this time. This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, accounting, tax, employee benefit plan, employee
insurance, intellectual property, legal and information
processing services.
On January 31, 2006, we entered into additional agreements
with HLTH in which both parties agreed to support each
other’s product development and marketing efforts of
specific product lines for agreed upon fees as defined in the
agreements. The new agreements cover a term of five years.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate us for any use of our NOLs
as a result of certain extraordinary transactions, as defined in
the Tax Sharing Agreement, including the sales by HLTH of its
Emdeon Business Services (“EBS”) and Emdeon Practice
Services (“EPS”) operating segments.
On September 14, 2006, HLTH completed the sale of EPS for
approximately $565,000 in cash (“EPS Sale”). On
November 16, 2006, HLTH completed the sale of a 52%
interest in EBS for approximately $1,200,000 in cash (“EBS
Sale”). HLTH recognized a taxable gain on the sale of EPS
and EBS and utilized a portion of its federal NOL carryforwards
to offset the gain on these transactions. Under the tax sharing
agreement between HLTH and us, we were reimbursed for our NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During February 2007,
HLTH reimbursed us $140,000 as an estimate of the payment
required pursuant to the tax sharing agreement with respect to
the EPS Sale and the EBS Sale, which was subject to adjustment
in connection with the filing of the applicable tax returns.
During September 2007, HLTH finalized the NOL carryforward
attributable to us that was utilized as a result of the EPS Sale
and EBS Sale and reimbursed us an additional $9,862. These
reimbursements were recorded as capital contributions which
increased additional
paid-in-capital
at December 31, 2006 and September 30, 2007,
respectively.
This excerpt taken from the WBMD 10-Q filed Aug 9, 2007. Agreements
with HLTH
In connection with our IPO in September 2005, we entered into a
number of agreements with HLTH governing the future relationship
of the companies, including a Services Agreement, a Tax Sharing
Agreement and an Indemnity Agreement. These agreements cover a
variety of matters, including responsibility for certain
liabilities, including tax liabilities, as well as matters
related to HLTH providing us with administrative services, such
as payroll, accounting, tax, employee benefit plan, employee
insurance, intellectual property, legal and information
processing services.
On January 31, 2006, we entered into additional agreements
with HLTH in which both parties agreed to support each
other’s product development and marketing efforts of
specific product lines for agreed upon fees as defined in the
agreements. The new agreements cover a term of five years.
On February 15, 2006, the Tax Sharing Agreement was amended
to provide that HLTH will compensate us for any use of our net
operating losses that may result from certain extraordinary
transactions, as defined in the Tax Sharing Agreement, including
the sales by HLTH of its Business Services and Practice Services
operating segments.
On September 14, 2006, HLTH completed the sale of Emdeon
Practice Services (“EPS”) segment for approximately
$565,000 in cash. On November 16, 2006, HLTH completed the
sale of a 52% interest in its Emdeon Business Services
(“EBS”) segment for approximately $1,200,000 in cash.
HLTH recognized a taxable gain on the sale of its EPS and EBS
segments and expects to utilize a portion of its federal net
operating loss (“NOL”) carryforwards to offset the
gain on these transactions. Under the tax sharing agreement
between HLTH and us, we were reimbursed for any of our NOL
carryforwards utilized by HLTH in these transactions at the
current federal statutory rate of 35%. During February 2007,
HLTH reimbursed us $140,000 as an estimate of the payment
required pursuant to the tax sharing agreement with respect to
the EPS Sale and the EBS Sale, which amount is subject to
adjustment in connection with the filing of the applicable tax
returns. This reimbursement was recorded as a capital
contribution which increased additional
paid-in-capital
at December 31, 2006.
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