WebMD Health Corp. - FORM 8-K - EX-99.2

Exhibit 99.2

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)


	Three Months Ended March 31,
	2012		2011

Revenue	$	106,947	$	131,609
Cost of operations		53,471		48,449
Sales and marketing		30,103		32,294
General and administrative		29,022		22,821
Depreciation and amortization		6,930		6,424
Interest income		11		16
Interest expense		5,836		3,141
Gain on investments		8,074		14,060
Other expense		1,200		53

(Loss) income before income tax (benefit) provision		(11,530)		32,503
Income tax (benefit) provision		(3,753)		12,958

Net (loss) income	$	(7,777)	$	19,545


Net (loss) income per common share:
Basic	$	(0.14)	$	0.33

Diluted	$	(0.14)	$	0.32


Weighted-average shares outstanding used in computing (loss) income per common share:
Basic		55,769		58,184

Diluted		55,769		67,173

WEBMD HEALTH CORP.

CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION

(In thousands, unaudited)

		$XXX,XXX,X		$XXX,XXX,X
	Three Months Ended March 31,
	2012		2011

Revenue
Public portal advertising and sponsorship	$	87,776	$	110,363
Private portal services		19,171		21,246

	$	106,947	$	131,609


Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	11,251	$	37,858

Interest, taxes, non-cash and other items (b)
Interest income		11		16
Interest expense		(5,836)		(3,141)
Income tax benefit (provision)		3,753		(12,958)
Depreciation and amortization		(6,930)		(6,424)
Non-cash stock-based compensation		(16,900)		(9,813)
Gain on investments		8,074		14,060
Other expense		(1,200)		(53)

Net (loss) income	$	(7,777)	$	19,545

(a)	See Annex A-Explanation of Non-GAAP Financial Measures.

(b)	Reconciliation of Adjusted EBITDA to net (loss) income.

WEBMD HEALTH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)


	March 31, 2012		December 31, 2011

Assets
Cash and cash equivalents	$	1,142,066	$	1,121,217
Accounts receivable, net		97,445		121,335
Prepaid expenses and other current assets		15,442		12,690
Deferred tax assets		21,316		20,482

Total current assets		1,276,269		1,275,724

Property and equipment, net		53,621		57,139
Goodwill		202,104		202,104
Intangible assets, net		19,343		19,999
Deferred tax assets		51,953		55,017
Other assets		29,957		31,042

Total Assets	$	1,633,247	$	1,641,025


Liabilities and Stockholders’ Equity
Accrued expenses	$	44,076	$	55,238
Deferred revenue		90,321		88,055
Liabilities of discontinued operations		1,506		1,506

Total current liabilities		135,903		144,799

2.25% convertible notes due 2016		400,000		400,000
2.50% convertible notes due 2018		400,000		400,000
Other long-term liabilities		21,503		21,790

Stockholders’ equity		675,841		674,436


Total Liabilities and Stockholders’ Equity	$	1,633,247	$	1,641,025

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Three Months Ended March 31,
	2012		2011

Cash flows from operating activities:
Net (loss) income	$	(7,777)	$	19,545
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		6,930		6,424
Non-cash interest, net		1,082		516
Non-cash stock-based compensation		16,900		9,813
Deferred income taxes		(3,971)		4,798
Gain on investments		(8,074)		(14,060)
Changes in operating assets and liabilities:
Accounts receivable		23,890		5,688
Prepaid expenses and other, net		(4,023)		622
Accrued expenses and other long-term liabilities		(11,694)		(7,642)
Deferred revenue		2,266		(219)

Net cash provided by continuing operations		15,529		25,485
Net cash used in discontinued operations		-		(142)

Net cash provided by operating activities		15,529		25,343

Cash flows from investing activities:
Proceeds received from ARS option		9,269		5,240
Purchases of property and equipment		(3,377)		(4,849)

Net cash provided by investing activities		5,892		391

Cash flows from financing activities:
Proceeds from exercise of stock options		754		10,220
Cash used for withholding taxes due on stock-based awards		(911)		(3,172)
Net proceeds from issuance of the 2.50% Notes and 2.25% Notes		-		774,745
Purchases of treasury stock		(415)		(150,000)
Excess tax benefit on stock-based awards		-		7,355

Net cash (used in) provided by financing activities		(572)		639,148

Net increase in cash and cash equivalents		20,849		664,882
Cash and cash equivalents at beginning of period		1,121,217		400,501

Cash and cash equivalents at end of period	$	1,142,066	$	1,065,383

WebMD Health Corp. - FORM 8-K - EX-99.2 - May 1, 2012