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WBMD » Topics » If certain transactions occur with respect to our capital stock or HLTHs capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes

This excerpt taken from the WBMD 8-K filed Jul 2, 2009.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2008, we had NOL carryforwards of approximately $141 million for federal income tax purposes and federal tax credits of approximately $3.6 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of capital stock, over a three-year period, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to the ability to utilize our NOL carryforwards and federal tax credits. On November 25, 2008, HLTH repurchased 83,699,922 shares of its common stock in a tender offer. The tender offer resulted in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. As a result of this ownership change, there will be an annual limitation imposed on the ability to utilize our NOL carryforwards and federal tax credits. Because substantially all of our NOL carryforwards are reserved for by a valuation allowance, we would not expect an annual limitation on the utilization of our NOL carryforwards to significantly reduce our net deferred tax asset, although the timing of our cash flows may be impacted to the extent any such annual limitation deferred the utilization of our NOL carryforwards to future tax years.
 
This excerpt taken from the WBMD 10-Q filed May 11, 2009.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2008, we had NOL carryforwards of approximately $141 million for federal income tax purposes and federal tax credits of approximately $3.6 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of capital stock, over a three-year period, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to the ability to utilize our NOL carryforwards and federal tax credits. On November 25, 2008, HLTH repurchased 83,699,922 shares of its common stock in a tender offer. The tender offer resulted in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. As a result of this ownership change, there will be an annual limitation imposed on the ability to utilize our NOL carryforwards and federal tax credits. Because substantially all of our NOL carryforwards are reserved for by a valuation allowance, we would not expect an annual limitation on the utilization of our NOL carryforwards to significantly reduce our net deferred tax asset, although the timing of our cash flows may be impacted to the extent any such annual limitation deferred the utilization of our NOL carryforwards to future tax years.
 
These excerpts taken from the WBMD 10-K filed Feb 27, 2009.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2008, we had net operating loss carryforwards of approximately $141 million for federal income tax purposes and federal tax credits of approximately $3.6 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities.
 
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of capital stock, over a three-year period, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to the ability to utilize our net operating loss carryforwards and federal tax credits. On November 25, 2008, HLTH repurchased 83,699,922 shares of its common stock in a tender offer. The tender offer resulted in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. As a result of this ownership change, there will be an annual limitation imposed on the ability to utilize our net operating loss carryforwards and federal tax credits. Because substantially all of our net operating loss carryforwards are reserved for by a valuation allowance, we would not expect an annual limitation on the utilization of our net operating loss carryforwards to significantly reduce our net deferred tax asset, although the timing of our cash flows may be impacted to the extent any such annual limitation deferred the utilization of our net operating loss carryforwards to future tax years.
 
If
certain transactions occur with respect to our capital stock or
HLTH’s capital stock, we may be unable to utilize our net
operating loss carryforwards and tax credits to reduce our
income taxes


 



As of December 31, 2008, we had net operating loss
carryforwards of approximately $141 million for federal
income tax purposes and federal tax credits of approximately
$3.6 million, which excludes the impact of any unrecognized
tax benefits, residing within the WebMD legal entities.


 



If certain transactions occur with respect to our capital stock
or HLTH’s capital stock, including issuances, redemptions,
recapitalizations, exercises of options, conversions of
convertible debt, purchases or sales by 5%-or-greater
shareholders and similar transactions, that result in a
cumulative change of more than 50% of the ownership of capital
stock, over a three-year period, as determined under rules
prescribed by the U.S. Internal Revenue Code and applicable
Treasury regulations, an annual limitation would be imposed with
respect to the ability to utilize our net operating loss
carryforwards and federal tax credits. On November 25,
2008, HLTH repurchased 83,699,922 shares of its common
stock in a tender offer. The tender offer resulted in a
cumulative change of more than 50% of the ownership of
HLTH’s capital, as determined under rules prescribed by the
U.S. Internal Revenue Code and applicable Treasury
regulations. As a result of this ownership change, there will be
an annual limitation imposed on the ability to utilize our net
operating loss carryforwards and federal tax credits. Because
substantially all of our net operating loss carryforwards are
reserved for by a valuation allowance, we would not expect an
annual limitation on the utilization of our net operating loss
carryforwards to significantly reduce our net deferred tax
asset, although the timing of our cash flows may be impacted to
the extent any such annual limitation deferred the utilization
of our net operating loss carryforwards to future tax years.


 




This excerpt taken from the WBMD 10-Q filed Nov 10, 2008.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2007, we had net operating loss carryforwards of approximately $272 million for federal income tax purposes and federal tax credits of approximately $2.7 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities. These net operating loss carryforwards will be reduced by an aggregate of approximately $120 million as a result of utilization to offset HLTH’s gains on the sale of its ViPS business on July 22, 2008 and the sale of its remaining 48% interest in Emdeon Business Services on February 8, 2008.
 
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, over a three-year period, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits. The tender offer being made by HLTH for its Common Stock that began on October 27, 2008 may result in a cumulative change of more than 50% of the ownership of our capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. However, we currently are unable to calculate the annual limitation that would be imposed on our ability to utilize our net operating loss carryforwards and federal tax credits if such ownership change were to occur, which would depend on various factors including the level of participation in the tender offer. Because substantially all of our net operating loss carryforwards are reserved for by a valuation allowance, we would not expect an annual limitation on the utilization of our net operating loss carryforwards to significantly reduce our net deferred tax asset, although the timing of our cash flows may be impacted to the extent any such annual limitation deferred the utilization of our net operating loss carryforwards to future tax years.


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Table of Contents

This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2007, we had net operating loss carryforwards of approximately $272 million for federal income tax purposes and federal tax credits of approximately $2.7 million, which excludes the impact of any unrecognized tax benefits, residing within the WebMD legal entities. These net operating loss carryforwards will be reduced by an aggregate of approximately $130 million as a result of HLTH’s utilization to offset its gains on the sale of ViPS on July 22, 2008 and the sale of its remaining 48% interest in Emdeon Business Services on February 8, 2008.
 
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH). We expect the HLTH Merger to result in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. However, we are currently unable to calculate the annual limitation that would be imposed on our ability to utilize the net operating loss carryforwards and federal tax credits.
 
This excerpt taken from the WBMD 10-Q filed May 12, 2008.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2007, we had net operating loss carryforwards of approximately $272 million for federal income tax purposes and federal tax credits of approximately $2.7 million residing within the WebMD legal entities, which excludes the impact of any unrecognized tax benefit. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH). We expect the HLTH Merger to result in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. However, we are currently unable to calculate the annual limitation that would be imposed on our ability to utilize the net operating loss carryforwards and federal tax credits.
 
These excerpts taken from the WBMD 10-K filed Feb 29, 2008.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2007, we had net operating loss carryforwards of approximately $272 million for federal income tax purposes and federal tax credits of approximately $2.7 million residing within the WebMD legal entities, which excludes the impact of any unrecognized tax benefit. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH). We expect the HLTH Merger to result in a cumulative change of more than 50% of the ownership of HLTH’s capital, as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations. However, we are currently unable to calculate the annual limitation that would be imposed on our ability to utilize the net operating loss carryforwards and federal tax credits.


45

Table of Contents

If
certain transactions occur with respect to our capital stock or
HLTH’s capital stock, we may be unable to utilize our net
operating loss carryforwards and tax credits to reduce our
income taxes


 



As of December 31, 2007, we had net operating loss
carryforwards of approximately $272 million for federal
income tax purposes and federal tax credits of approximately
$2.7 million residing within the WebMD legal entities,
which excludes the impact of any unrecognized tax benefit. If
certain transactions occur with respect to our capital stock or
HLTH’s capital stock, including issuances, redemptions,
recapitalizations, exercises of options, conversions of
convertible debt, purchases or sales by 5%-or-greater
shareholders and similar transactions, that result in a
cumulative change of more than 50% of the ownership of our
capital stock, taking into account indirect changes in ownership
of our stock as a result of changes in ownership in or
HLTH’s capital stock, over a three-year period (including a
period commencing prior to our initial public offering), as
determined under rules prescribed by the U.S. Internal
Revenue Code and applicable Treasury regulations, an annual
limitation would be imposed with respect to our ability to
utilize our net operating loss carryforwards and federal tax
credits against any taxable income that we achieve in future
periods. HLTH is not subject to any contractual obligation to
retain any of its Class B Common Stock. Moreover, there can
be no assurance that limitations on the use of our net operating
loss carryforwards and federal tax credits will not occur as a
result of changes in the ownership of HLTH’s capital stock
(which changes may be beyond the control of us and HLTH). We
expect the HLTH Merger to result in a cumulative change of more
than 50% of the ownership of HLTH’s capital, as determined
under rules prescribed by the U.S. Internal Revenue Code
and applicable Treasury regulations. However, we are currently
unable to calculate the annual limitation that would be imposed
on our ability to utilize the net operating loss carryforwards
and federal tax credits.





45




Table of Contents







This excerpt taken from the WBMD 10-Q filed Nov 9, 2007.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2006, we had net operating loss carryforwards of approximately $247 million for federal income tax purposes and federal tax credits of approximately $2.0 million residing within the WebMD legal entities. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH).


50

Table of Contents

This excerpt taken from the WBMD 10-Q filed Aug 9, 2007.
If certain transactions occur with respect to our capital stock or HLTH’s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes
 
As of December 31, 2006, we had net operating loss carryforwards of approximately $247 million for federal income tax purposes and federal tax credits of approximately $2.0 million residing within the WebMD legal entities. If certain transactions occur with respect to our capital stock or HLTH’s capital stock, including issuances, redemptions, recapitalizations, exercises of options, conversions of convertible debt, purchases or sales by 5%-or-greater shareholders and similar transactions, that result in a cumulative change of more than 50% of the ownership of our capital stock, taking into account indirect changes in ownership of our stock as a result of changes in ownership in or HLTH’s capital stock, over a three-year period (including a period commencing prior to our initial public offering), as determined under rules prescribed by the U.S. Internal


48

Table of Contents

Revenue Code and applicable Treasury regulations, an annual limitation would be imposed with respect to our ability to utilize our net operating loss carryforwards and federal tax credits against any taxable income that we achieve in future periods. HLTH is not subject to any contractual obligation to retain any of its Class B Common Stock. Moreover, there can be no assurance that limitations on the use of our net operating loss carryforwards and federal tax credits will not occur as a result of changes in the ownership of HLTH’s capital stock (which changes may be beyond the control of us and HLTH).
 

EXCERPTS ON THIS PAGE:

8-K
Jul 2, 2009
10-Q
May 11, 2009
10-K (2 sections)
Feb 27, 2009
10-Q
Nov 10, 2008
10-Q
Aug 11, 2008
10-Q
May 12, 2008
10-K (2 sections)
Feb 29, 2008
10-Q
Nov 9, 2007
10-Q
Aug 9, 2007

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