SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                      [SHEARMAN & STERLING LLP LETTERHEAD]

                                  June 1, 2005

VIA EDGAR

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-0410

Attention:  Mr. Geoff Ossias
            Division of Corporation Finance

Ladies and Gentlemen:

                           WEBMD HEALTH HOLDINGS, INC.
         SELECTED FINANCIAL DATA IN A REGISTRATION STATEMENT ON FORM S-1
                             (FILE NO. 333-124832)

      On behalf of our client, WebMD Health Holdings, Inc., we are writing to
you in connection with the initial filing of its Registration Statement on Form
S-1, File No. 333-124832 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), to provide the staff with additional
background concerning the registrant and the five-year selected financial data
required to be provided in connection with such filing for purposes of Item 301
of Regulation S-K under the Securities Act.

I.    INTRODUCTION

      WebMD Health Holdings, Inc. is a wholly owned subsidiary of WebMD
Corporation (the "Company"), incorporated in Delaware to be a holding company
for the Company's WebMD Health business segment in order to conduct its initial
public offering. As we indicated in the Registration Statement, prior to the
completion of the initial public offering, the Company will contribute and
transfer to WebMD Health Holdings, Inc. the subsidiaries and certain related
assets and liabilities that comprise the Company's WebMD Health business
segment. For purposes of this letter, all references to the "Registrant" shall
mean WebMD Health Holdings, Inc., together with the subsidiaries and the assets
and liabilities that comprise the Company's WebMD Health business segment that
will be transferred to it prior to the completion of its initial public
offering, on a consolidated basis.

      The Registrant's operations have been identified and managed as a separate
segment of the Company for reporting periods beginning of January 1, 2001, as a
result of a restructuring plan commenced by the Company in September 2000. Prior
to the Company's restructuring, the Registrant's results of operations were
commingled with other operations of the Company and were not segregated in a
manner consistent with the post restructuring results. The Company has
determined that it is impracticable to identify such information. Accordingly,
in connection with

                                        1
<PAGE>

the initial filing of the Registration Statement, the Registrant has not
presented the selected financial data for the year ended December 31, 2000 for
purposes of Item 301 of Regulation S-K.

      We have provided the following summary background information, including
the history of the Company and its restructuring initiatives, so that the staff
may better understand the evolution of the Registrant's business, and the
circumstances surrounding the presentation of the Registrant's historical
selected financial data in its initial filing of the Registration Statement.

II.   BRIEF HISTORY OF WEBMD CORPORATION, THE PARENT COMPANY

      WebMD Corporation, the parent company of the Registrant, was originally
incorporated in December 1995 as Healtheon Corporation and became a publicly
traded company in February 1999. The Company was engaged in an active merger and
acquisition program and, in 1999 and 2000, acquired eight companies for over $10
billion in aggregate purchase price, primarily through the issuance of its
common stock. In connection with these acquisitions and its restructuring plan
(described in greater detail below), the Company underwent a two name changes:

      -     in November 1999, the Company changed its name to Healtheon/WebMD
            Corporation after its acquisition of WebMD Inc.; and

      -     in September 2000, after the acquisitions of Medical Manager,
            CareInsite and OnHealth, the Company changed its name to WebMD
            Corporation.

      Further, subsequent to September 2000, a new senior management team,
comprising the Company's Chairman, CEO, President, CFO, General Counsel and
other senior management, joined the Company. Exhibit A to this letter sets forth
in further detail a description of the Company's acquisitions during 1998, 1999
and 2000.

III.  THE RESTRUCTURING PLAN AND THE BUSINESS OF THE REGISTRANT

      After the completion of the acquisitions of Medical Manager and CareInsite
in September 2000, the board of directors of the Company approved a
restructuring plan to eliminate duplication and redundancies resulting from all
of the Company's acquisitions from November 1999, consolidate its operations and
review the strategic relationships it inherited through such acquisitions for
current relevance and profitability. The restructuring plan ultimately resulted
in the elimination of over 1,400 employees, the closure of many facilities and
the renegotiation and exiting of many strategic relationships which changed the
character of many of the Company's product offerings, particularly those that
would eventually be segregated to form the Portal Services Segment, which is now
the business of the Registrant.

      In connection with the restructuring plan, the Internet operations of the
Company were segregated, both from an operational perspective and an internal
reporting perspective -- the Company's Internet operations that supported the
business model of its other segments (such as healthcare e-commerce applications
and websites supporting its other business segments) were

                                        2
<PAGE>

segregated from the Company's Internet operations that were unrelated to the
Company's other segments.

      Exhibit B to this letter sets forth in further detail a description of the
Company's Restructuring Plan.

IV.   THE COMPANY'S BUSINESS SEGMENTS AND RELATED DISCLOSURE

Single Segment Pre-Restructuring

      From the time the Company was founded until the last of its acquisitions
that was completed in September 2000, the Company organized and managed its
operations as one single segment -- as a provider of connectivity to
participants in the healthcare industry. See Exhibit C to this letter.

      In an effort to achieve economies from the many acquisitions that had been
completed, management at the time combined many of the operations of the
acquired companies and consolidated its infrastructure to support the various
products offered by the Company. Although the Company had at the time
implemented a new general ledger and financial reporting system, the Company
viewed itself as operating in a single segment. Accordingly, the Company used a
single general ledger and financial reporting system across its product
offerings.

      As the Company organized and managed its operations as a single segment,
management at the time did not consider it necessary to track the Company's
expenses against its related product revenues. The Company's service delivery
and back office operations were managed functionally and such operations
supported products across all the customer segments. However, the Company
managed its sales and marketing efforts on a customer segmentation basis, giving
its managers responsibility for groupings of products across the many acquired
companies.

      After the initiation of the Company's restructuring in late 2000, the
Company segregated and separately tracked its revenues and associated expenses
by segment. However, given the significant scope of its restructuring and how
the Company's records were organized pre-restructuring, it was impracticable to
reconstruct historical financial information prior to 2001.

Multiple Segments Post-Restructuring

      The Company segregated its business into multiple segments as a result of
its restructuring activities and initiatives put in place by its new senior
management. The operations supporting each of the Company's segments were
separately identified and segregated for internal reporting purposes, and the
Company began to report its results based on these multiple segments when its
results for the year ended December 31, 2001. Among the Company's multiple
operating segments was the Portal Services Segment or WebMD Health, which
comprises the business of the Registrant. Exhibit D to this letter sets forth
the Company's results, presented on a segment basis, as set forth in its Annual
Report on Form 10-K for the year ended December 31, 2001.

                                        3
<PAGE>

      The Company has not presented segment financial information for the
calendar year 2000 because the Company's operations and internal reporting were
not organized in a manner consistent with its new operating segments, and the
Company determined it was impracticable to identify such information.

V.    COMPARISON TO FOREIGN PRIVATE ISSUER RULES

      While not applicable to the Company, we note that Item 3.A.1 of Form 20-F
allows foreign private issuers to omit Selected Financial Date for one or both
of the earliest two years of the five-year period if such information cannot be
provided without unreasonable effort or expense. The instructions to Item 3.A
provide that if such information cannot be provided, such omission must be
clearly explained. The Registrant has provided full disclosure of its reasons
for omitting its selected financial data for the year ended December 31, 2000,
as set forth in the Selected Financial Information section on page 30 of the
Registration Statement.

VI.   CONCLUSION

      The operations of the Registrant were commingled with other operations of
our Parent and not separately identified and managed prior to 2001. As a result,
the Company and the Registrant have determined that it is impracticable to
identify the results of operations for the Registrant for periods prior to 2001.
Accordingly, the Registrant has not presented such information in the
Registration Statement.

      We hope this information is helpful to the staff in understanding the
presentation of the historical selected financial results in the Registration
Statement. We appreciate the Staff's responsiveness in this matter. Please
contact me at (212) 848-7325 with any questions or comments.

                                   Very truly yours,

                                   /s/ Stephen T. Giove
                                   ------------------------
                                   Stephen T. Giove

                                        4
<PAGE>

                                                                       EXHIBIT A

                     SUMMARY OF THE COMPANY'S ACQUISITIONS(1)

SUMMARY OF WEBMD'S ACQUISITIONS AS OF DECEMBER 31, 2000(2):

      The following table sets forth a summary of the Company's acquisitions
from May 1998 through December 31, 2000, including shares issued, and options
and warrants assumed, by the Company in connection with such acquisitions.

<TABLE>
<CAPTION>
                                               SHARES OF COMPANY       SHARES OF COMPANY      OPTIONS AND
     COMPANY ACQUIRED       DATE ACQUIRED    PREFERRED STOCK ISSUED   COMMON STOCK ISSUED   WARRANTS ASSUMED
--------------------------  --------------   ----------------------   -------------------   ----------------
<S>                         <C>              <C>                      <C>                   <C>
Medical
  Manager/CareInsite......  September 2000            100                 134,370,010          81,084,865
OnHealth..................  September 2000              -                   4,678,609           1,384,113
Envoy.....................  May 2000                    -                  35,000,000                   -
Kinetra...................  January 2000                -                   7,437,248                   -
WebMD, Inc................  November 1999               -                  63,932,659          49,012,168
MedE America..............  November 1999               -                  10,404,454             468,584
Medcast...................  November 1999               -                   2,528,465             164,036
ActaMed...................  May 1998                    -                  23,271,355           3,383,011
</TABLE>

ACQUISITION OF MEDICAL MANAGER AND CAREINSITE(3):

      On September 12, 2000, the Company completed its acquisition of Medical
Manager Corporation ("Medical Manager") and CareInsite, Inc. ("CareInsite").
Medical Manager was a provider of physician practice management systems in the
United States. CareInsite, Medical Manager's publicly traded subsidiary, was a
developer of an Internet-based healthcare e-commerce network that links
physicians, suppliers and patients. Medical Manager's and CareInsite's results
of operations were included in the Company's consolidated financial statements
from and after September 12, 2000, the closing date of the acquisition.

      In connection with the acquisition of Medical Manager and the related
integration and consolidation of the Company's acquired businesses, the
Company's Board of Directors approved management's plan to dispose of Porex
Corporation (then a wholly owned subsidiary of Medical Manager) and its other
plastics and filtration technologies subsidiaries (collectively referred to as
"Porex"). Porex designs, manufactures and distributes porous and solid plastic

-------------------
(1)   This Exhibit B sets forth a summary of the Company's acquisitions from May
      1998 through December 31, 2000. This summary includes excerpts from WebMD
      Corporation's Annual Report on Form 10-K for the year ended December 31,
      2000 (the "2000 Annual Report"). The 2000 Annual Report and the notes to
      the Company's consolidated financial statements thereto contain a more
      detailed description of these acquisitions. To facilitate your review,
      where applicable, we have included cross-references to the 2000 Annual
      Report in this Exhibit A.

(2)   See page 30 of the 2000 Annual Report.

(3)   See Note 2 to the Company's consolidated financial statements included in
      the 2000 Annual Report on page F-11.

                                       A-1
<PAGE>

components and products used in life sciences, healthcare, industrial and
consumer applications.(4)

      The total purchase consideration for Medical Manager and CareInsite was
approximately $2.9 billion, which comprised of:

      -     the issuance of 134,370,010 shares of the Company's common stock
            having an aggregate fair value of approximately $2.1 billion;

      -     the issuance of 100 shares of the Company's Series B convertible
            redeemable preferred stock having an aggregate fair value of $10
            million;

      -     the assumption by the Company of options and warrants to purchase
            81,084,865 shares of common stock with an aggregate fair value of
            approximately $710 million; and

      -     estimated acquisition costs of approximately $40 million.

      Both acquisitions were accounted for using the purchase method of
accounting and, accordingly, the purchase prices for these acquisitions were
allocated to the tangible and intangible assets acquired and the liabilities
were assumed on the basis of their respective fair values.

ACQUISITION OF ONHEALTH(5):

      On September 12, 2000, the Company completed its acquisition of OnHealth
Network Company ("OnHealth"), a source of consumer-oriented health and wellness
information, products and services on the Web. OnHealth's results of operations
were included in the Company's consolidated financial statements from and after
September 12, 2000, the closing date of the acquisition.

         The total purchase consideration for OnHealth was approximately $363
million, which comprised of: