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 June 30,					Six Months Ended June 30,
	2013		2012			2013		2012

Revenue	$	125,317	$	112,668		$	238,079	$	219,615
Cost of operations		51,596		54,243			98,539		107,714
Sales and marketing		31,422		31,822			62,355		61,925
General and administrative		24,282		21,746			47,816		50,768
Depreciation and amortization		6,635		6,713			13,488		13,643
Interest income		17		34			38		45
Interest expense		5,832		5,832			11,664		11,668
Gain on investments		—		—			—		8,074
Other expense		1,353		1,097			1,353		2,297

Income (loss) from continuing operations before income tax provision (benefit)		4,214		(8,751	)		2,902		(20,281	)
Income tax provision (benefit)		1,603		(2,649	)		1,829		(6,402	)

Income (loss) from continuing operations		2,611		(6,102	)		1,073		(13,879	)
Income from discontinued operations, net of tax		—		508			—		508

Net income (loss)	$	2,611	$	(5,594	)	$	1,073	$	(13,371	)


Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.05	$	(0.12	)	$	0.02	$	(0.26	)
Income from discontinued operations		—		0.01			—		0.01

Net income (loss)	$	0.05	$	(0.11	)	$	0.02	$	(0.25	)


Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.05	$	(0.12	)	$	0.02	$	(0.26	)
Income from discontinued operations		—		0.01			—		0.01

Net income (loss)	$	0.05	$	(0.11	)	$	0.02	$	(0.25	)


Weighted-average shares outstanding used in computing income (loss) per common share:
Basic		49,315		49,615			49,161		52,692

Diluted		50,925		49,615			50,175		52,692

WEBMD HEALTH CORP.

CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION

(In thousands, unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenue
Public portal advertising and sponsorship	$	105,783		$	93,744		$	199,221		$	181,520
Private portal services		19,534			18,924			38,858			38,095

	$	125,317		$	112,668		$	238,079		$	219,615


Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) (a)	$	29,241		$	14,238		$	50,530		$	25,489

Interest, taxes, non-cash and other items (b)
Interest income		17			34			38			45
Interest expense		(5,832	)		(5,832	)		(11,664	)		(11,668	)
Income tax (provision) benefit		(1,603	)		2,649			(1,829	)		6,402
Depreciation and amortization		(6,635	)		(6,713	)		(13,488	)		(13,643	)
Non-cash stock-based compensation		(11,224	)		(9,381	)		(21,161	)		(26,281	)
Gain on investments		—			—			—			8,074
Other expense		(1,353	)		(1,097	)		(1,353	)		(2,297	)

Income (loss) from continuing operations		2,611			(6,102	)		1,073			(13,879	)
Income from discontinued operations, net of tax		—			508			—			508

Net income (loss)	$	2,611		$	(5,594	)	$	1,073		$	(13,371	)

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

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

WEBMD HEALTH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	June 30, 2013		December 31, 2012
	(unaudited)
Assets
Cash and cash equivalents	$	1,026,139	$	991,835
Accounts receivable, net		103,793		106,622
Prepaid expenses and other current assets		17,520		13,882
Deferred tax assets		10,232		10,328

Total current assets		1,157,684		1,122,667

Property and equipment, net		61,223		66,604
Goodwill		202,104		202,104
Intangible assets, net		14,970		16,105
Deferred tax assets		52,711		56,039
Other assets		24,182		27,106

Total Assets	$	1,512,874	$	1,490,625


Liabilities and Stockholders’ Equity
Accrued expenses	$	53,338	$	64,256
Deferred revenue		98,325		92,176
Liabilities of discontinued operations		1,506		1,506

Total current liabilities		153,169		157,938

2.25% convertible notes due 2016		400,000		400,000
2.50% convertible notes due 2018		400,000		400,000
Other long-term liabilities		22,498		22,698

Stockholders’ equity		537,207		509,989

Total Liabilities and Stockholders’ Equity	$	1,512,874	$	1,490,625

WEBMD HEALTH CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Six Months Ended June 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	1,073		$	(13,371	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations, net of tax		—			(508	)
Depreciation and amortization		13,488			13,643
Non-cash interest, net		2,163			2,163
Non-cash stock-based compensation		21,161			26,281
Deferred income taxes		856			(6,870	)
Gain on investments		—			(8,074	)
Changes in operating assets and liabilities:
Accounts receivable		2,829			24,501
Prepaid expenses and other, net		(3,060	)		(4,469	)
Accrued expenses and other long-term liabilities		(10,665	)		(9,128	)
Deferred revenue		6,149			1,230

Net cash provided by operating activities		33,994			25,398

Cash flows from investing activities:
Proceeds received from ARS option		—			9,269
Purchases of property and equipment		(7,367	)		(16,606	)

Net cash used in investing activities		(7,367	)		(7,337	)

Cash flows from financing activities:
Proceeds from exercise of stock options		10,340			816
Cash used for withholding taxes due on stock-based awards		(1,745	)		(1,958	)
Purchases of treasury stock		(1,281	)		(173,910	)
Excess tax benefit on stock-based awards		363			—

Net cash provided by (used in) financing activities		7,677			(175,052	)

Net increase (decrease) in cash and cash equivalents		34,304			(156,991	)
Cash and cash equivalents at beginning of period		991,835			1,121,217

Cash and cash equivalents at end of period	$	1,026,139		$	964,226

WebMD Health Corp. - FORM 8-K - EX-99.2 - July 31, 2013