WEBMD CORPORATION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MeQJripf0KdTCLs8WrcgpmxvKh+aLRhZFW7XUROwT9j4b+0v61UUyxmDzIxspqxd bPL8VQ803mjWAD8W9XflEw== 0000950144-03-003151.txt : 20030314 0000950144-03-003151.hdr.sgml : 20030314 20030314162053 ACCESSION NUMBER: 0000950144-03-003151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030313 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBMD CORP /NEW/ CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 03604354 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 4088765000 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 8-K 1 g81238e8vk.htm WEBMD CORPORATION WEBMD CORPORATION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

March 13, 2003

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-24975	94-3236644

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2

Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

TABLE OF CONTENTS


	ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 9.REGULATION FD DISCLOSURE
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED MARCH 13, 2003
EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1
EX-99.3 QUARTERLY INFORMATION FOR 2002 AND 2001

All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding WebMD’s guidance on future financial results and other projections or measures of future performance of WebMD; the amount and timing of the benefits expected from strategic initiatives and acquisitions; potential changes in WebMD’s business relationships; future deployment of applications; and other potential sources of additional revenue. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of WebMD’s products and services; operational difficulties relating to combining acquired companies and businesses; WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the Health Insurance Portability and Accountability Act of 1996 (HIPAA); and the ability of WebMD to attract and retain qualified personnel. Further information about these matters can be found in WebMD’s other Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

* * * *

This Current Report on Form 8-K includes both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures include: income before interest, taxes, restructuring, non-cash and other items and income before taxes, restructuring, non-cash and other items and related per share amounts. WebMD believes that the presentation of those non-GAAP measures, and changes in those measures, provides additional information that may be useful to investors. The tables included in Exhibit 99.2 hereto contain GAAP financial measures and a reconciliation between GAAP and non-GAAP financial measures.

* * * *

ITEM 5. OTHER EVENTS

On March 13, 2003, WebMD Corporation announced the following information regarding its results for the quarter and year ended December 31, 2002:

Revenue for the December 2002 quarter was $241.4 million compared to $223.5 million a year ago, an increase of 8%. Income before taxes, restructuring, non-cash and other items for the December 2002 quarter was $37.6 million or $0.13 per share compared to $1.0 million or $0.00 per share a year ago. Net loss for the December 2002 quarter was ($2.4) million or ($0.01) per share compared to ($199.5) million or ($0.62) per share a year ago.

Revenue for the year ended December 31, 2002 was $925.9 million compared to $901.0 million a year ago, an increase of 2.8%. Income before taxes, restructuring, non-cash and other items for the year ended December 31, 2002 was $106.9 million or $0.35 per share

compared to a loss of ($51.2) million or ($0.15) per share a year ago. Net loss for the year ended December 31, 2002 was ($49.7) million or ($0.16) per share compared to ($6.672) billion or ($19.14) per share a year ago.

      As previously announced, WebMD terminated its plan to divest Porex, its plastic technologies business. Porex had been classified as an asset held for sale in WebMD’s financial statements. WebMD has now reclassified Porex as a continuing operation in its financial results for the current and prior periods. Porex is now shown as a business segment and its revenues, expenses, net income, balance sheet and cash flows are now included in WebMD’s consolidated financial statements. Additionally, on January 1, 2002, WebMD adopted SFAS No. 142 which eliminated the amortization of goodwill. Assuming the provisions of SFAS No. 142 were in effect on January 1, 2001, the pro forma net loss for the quarter and year ended December 31, 2001 was ($109.5) million or ($0.34) per share and ($4.45) billion or ($12.77) per share, respectively.

      WebMD Envoy revenues were $116.7 million for the December 2002 quarter, an increase of 3.1% from last year. Excluding the impact on revenues from an exited non-strategic relationship and a postal rate increase which was effective as of July 1, 2002, revenues increased 6.5% from last year. Effective January 1, 2002, as required by EITF 01-14, revenues and expenses reflect the reclassification of expenses related to postage associated with WebMD’s automated patient billing services as a component of revenue and cost of operations. Prior period results have been reclassified to be consistent with current periods. Income before interest, taxes, restructuring, non-cash and other items was $25.0 million, an increase of $11.4 million or 83.9% from last year reflecting the benefits of WebMD’s restructuring efforts and the inherent leverage in its infrastructure.

      WebMD Medical Manager revenues were $72.6 million for the December 2002 quarter, an increase of 10.8% from last year, reflecting increased network services revenues and maintenance fees. Income before interest, taxes, restructuring, non-cash and other items was $7.0 million, an increase of $1.5 million or 27.8% from last year reflecting the incremental margin from the higher sales, offset in part by a continued investment in infrastructure supporting its new product rollout initiatives.

      WebMD Health revenues were $29.3 million for the December 2002 quarter, an increase of 46.0% from last year. Income before interest, taxes, restructuring, non-cash and other items was $9.1 million, an improvement of $21.7 million from last year. The improvement reflects margins from incremental revenues, the consolidation of the technology platforms and improvements in content and promotional expenses.

      Porex revenues were $28.2 million for the December 2002 quarter, a decrease of $863,000 from last year. Income before taxes, restructuring, non-cash and other items was $6.7 million, a decrease of $569,000 from last year. The decrease in revenues and earnings reflected the impact of increased competitive pressures in certain Porex markets.

      As of December 31, 2002, WebMD had $639.7 million in cash and short and long-term marketable debt securities.

Attached hereto as Exhibit 99.2 and incorporated by reference herein are financial tables that accompanied the press release issued by WebMD announcing the above information.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


(c)	Exhibits
	The following exhibits are filed herewith:
	99.1	Press Release issued by WebMD Corporation, dated March 13, 2003
	99.2	Financial Tables Accompanying Exhibit 99.1
	99.3	Quarterly Information for 2002 and 2001 Reflecting Reclassification of Porex as a Continuing Operation

ITEM 9. REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of the press release issued by WebMD Corporation on March 13, 2003 regarding its results for the quarter and year ended December 31, 2003.

As previously announced, in February 2003, WebMD terminated its divestiture efforts related to Porex, its Plastic Technologies segment. Attached hereto as Exhibit 99.3 and incorporated by reference herein is quarterly information for 2002 and 2001, as posted by WebMD on its Web site, in which the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.

Exhibits 99.1 and 99.3 are being furnished, solely for purposes of Regulation FD, and shall not be deemed filed as part of the Report or as a separate disclosure document and shall not be deemed incorporated by reference into any other filing of WebMD Corporation that incorporates this Report by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, WebMD Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		WEBMD CORPORATION

Dated: March 14, 2003		By: /s/ LEWIS H. LEICHER Lewis H. Leicher Senior Vice President

EXHIBIT INDEX


Exhibit
Number		Description
99.1		Press Release issued by WebMD Corporation, dated March 13, 2003
99.2		Financial Tables Accompanying Exhibit 99.1
99.3		Quarterly Information for 2002 and 2001 Reflecting Reclassification of Porex as a Continuing Operation

6 EX-99.1 3 g81238exv99w1.htm EX-99.1 PRESS RELEASE DATED MARCH 13, 2003 EX-99.1 PRESS RELEASE DATED MARCH 13, 2003

EXHIBIT 99.1

FOR IMMEDIATE RELEASE


Contacts: Investors:		Media:
Risa Fisher		Jennifer Meyer
rfisher@webmd.net		jmeyer@webmd.net
201-414-2002		212-624-3912

WEBMD REPORTS FOURTH QUARTER INCOME BEFORE TAXES, NON-CASH AND OTHER ITEMS INCREASED TO $37.6 MILLION FROM $1 MILLION IN PRIOR YEAR

WEBMD REPORTS 2002 INCOME BEFORE TAXES, NON-CASH AND OTHER ITEMS

INCREASED TO $106.9 MILLION FROM A LOSS OF ($51.2) MILLION IN PRIOR YEAR

ELMWOOD PARK, NJ (March 13, 2003) — WebMD Corporation (NASDAQ: HLTH) today announced financial results for the quarter and year ended December 31, 2002.

Revenue for the year ended December 31, 2002 was $925.9 million compared to $901.0 million a year ago, an increase of 2.8%. Income before taxes, restructuring, non-cash and other items for the year ended December 31, 2002 was $106.9 million or $0.35 per share compared to a loss of ($51.2) million or ($0.15) per share a year ago. Net loss for the year ended December 31, 2002 was ($49.7) million or ($0.16) per share compared to ($6.672) billion or ($19.14) per share a year ago.

As previously announced, WebMD terminated its plan to divest Porex, its plastic technologies business. Porex had been classified as an asset held for sale in WebMD’s financial statements. WebMD has now reclassified Porex as a continuing operation in its financial results for the current and prior periods. Porex is now shown as a business segment and its revenues, expenses, net income, balance sheet and cash flows are now included in WebMD’s consolidated financial statements. Additionally, on January 1, 2002, WebMD adopted SFAS No. 142 which eliminated the amortization of goodwill. Assuming the provisions of SFAS No. 142 were in effect on January 1, 2001, the pro forma net loss for the quarter and year ended December 31, 2001 was ($109.5) million or ($0.34) per share and ($4.45) billion or ($12.77) per share, respectively.

Mr. Martin J. Wygod, Chairman and CEO, stated, “I am pleased to report a substantial improvement in our year over year earnings. In 2002, we focused on creating the infrastructure necessary to support future growth in each of our business segments. With over 300,000 physicians, 19 million consumers, and virtually every payer using our services, WebMD is uniquely positioned to lead the transformation of the healthcare industry.”

WebMD Envoy revenues were $116.7 million for the December 2002 quarter, an increase of 3.1% from last year. Excluding the impact on revenues from an exited non-strategic relationship and a postal rate increase which was effective as of July 1, 2002, revenues increased 6.5% from last year. Effective January 1, 2002, as required by EITF 01-14, revenues and expenses reflect the reclassification of expenses related to postage associated with WebMD’s automated patient billing services as a component of revenue and cost of operations. Prior period results have been reclassified to be consistent with current periods. Income before interest, taxes, restructuring, non-cash and other items was $25.0 million, an increase of $11.4 million or 83.9% from last year reflecting the benefits of WebMD’s restructuring efforts and the inherent leverage in its infrastructure.

WebMD Medical Manager revenues were $72.6 million for the December 2002 quarter, an increase of 10.8% from last year, reflecting increased network services revenues and maintenance fees. Income before interest, taxes, restructuring, non-cash and other items was $7.0 million, an increase of $1.5 million or 27.8% from last year reflecting the incremental margin from the higher sales, offset in part by a continued investment in infrastructure supporting its new product rollout initiatives.

WebMD Health revenues were $29.3 million for the December 2002 quarter, an increase of 46.0% from last year. Income before interest, taxes, restructuring, non-cash and other items was $9.1 million, an improvement of $21.7 million from last year. The improvement reflects margins from incremental revenues, the consolidation of the technology platforms and improvements in content and promotional expenses.

Porex revenues were $28.2 million for the December 2002 quarter, a decrease of $863,000 from last year. Income before taxes, restructuring, non-cash and other items was $6.7 million, a decrease of $569,000 from last year. The decrease in revenues and earnings reflected the impact of increased competitive pressures in certain Porex markets.

As of December 31, 2002, WebMD had $639.7 million in cash and short and long-term marketable debt securities.

WebMD today also announced updated financial guidance for 2003. Revenues are expected to increase by 10% to 12%. Income per share before taxes, depreciation, amortization and other non-cash items is expected to increase approximately by 30% to 45% to $0.45 to $0.50 per share. Net income is expected to be $0.12 to $0.17 per share compared to a net loss of ($0.16) per share in 2002.

Mr. Wygod said, “In 2003, we will continue to make investments in new applications, technology, and markets to create a company that can deliver substantial, long-term growth. We anticipate strong earnings momentum this year and note that our forecasted 2003 earnings growth rates excluding Porex would have been substantially higher.” He continued, “This year we will focus on leveraging the synergies among our business segments to introduce innovative software and information solutions that monetize our unmatched physician and patient base.”

As previously announced, WebMD will hold a conference call with investors and analysts to discuss these results at 4:45 pm (eastern) on March 13, 2003. The call can be accessed at www.webmd.com (in the About WebMD section).

ABOUT WEBMD

WebMD Corporation provides services that help physicians, consumers, providers and health plans navigate the complexity of the healthcare system. Our products and services streamline administrative and clinical processes, promote efficiency and reduce costs by facilitating information exchange, communication and electronic transactions between healthcare participants.

WebMD Health is the leading provider of online information, educational services and communities for physicians and consumers. WebMD Medical Manager is the leading provider of physician practice management software and related services. WebMD Envoy is the leading provider of electronic data interchange services for healthcare providers and commercial health plans.

Porex is a developer, manufacturer and distributor of proprietary porous and solid plastic products and components used in healthcare, industrial and consumer applications. Porex customers include both end-users of its finished products as well as manufacturers that include Porex components in their products.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding our guidance on future financial results and other projections or measures of future performance of WebMD; the amount and timing of the benefits expected from strategic initiatives and acquisitions; potential changes in WebMD’s business relationships; future deployment of applications; and other potential sources of additional revenue. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of WebMD’s products and services; operational

difficulties relating to combining acquired companies and businesses; WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the Health Insurance Portability and Accountability Act of 1996 (HIPAA); and the ability of WebMD to attract and retain qualified personnel. Further information about these matters can be found in WebMD’s Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

This press release includes both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures include: income before interest, taxes, restructuring, non-cash and other items and income before taxes, restructuring, non-cash and other items and related per share amounts. WebMD believes that the presentation of those non-GAAP measures, and changes in those measures, provides additional information that may be useful to investors. The tables attached to this press release contain GAAP financial measures and a reconciliation between GAAP and non-GAAP financial measures.

-Tables Follow- EX-99.2 4 g81238exv99w2.htm EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1 EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1

EXHIBIT 99.2

WebMD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)



		Three Months Ended						Years Ended

		December 31,			December 31,			December 31,			December 31,
		2002 (b)			2001 (b)			2002 (b)			2001 (b)

Revenue (a)		$	241,405		$	223,541		$	925,877		$	901,028
Costs and expenses
	Cost of operations (a)		138,132			145,951			545,142			604,201
	Development and engineering		10,908			10,342			43,849			43,839
	Sales, marketing, general and administrative		66,912			97,587			291,710			457,540
	Depreciation and amortization		31,085			125,970			130,074			2,400,804
	Impairment of long-lived and other assets		–			–			609			3,826,893
	Restructuring and integration charge (benefit)		–			46,594			(4,690	)		266,755
	Gain on investments		–			–			6,547			–
	Interest income		5,258			3,937			19,662			30,544
	Interest expense		2,920			147			8,940			1,101
	Other income, net		1,521			–			3,844			–

Income (loss) before income tax (benefit) provision			(1,773	)		(199,113	)		(59,704	)		(6,669,561	)
	Income tax (benefit) provision		656			417			(10,002	)		2,757

Net income (loss)		$	(2,429	)	$	(199,530	)	$	(49,702	)	$	(6,672,318	)

Basic and diluted net income (loss) per common share		$	(0.01	)	$	(0.62	)	$	(0.16	)	$	(19.14	)

Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share			298,188			319,994			304,168			348,570

(a) Effective January 1, 2002, the Company has changed its accounting as required by EITF 01-14 and has included the revenue related to reimbursement of out-of-pocket expenses as a component of both revenues and cost of operations. This reclassification resulted in an increase in previously reported revenue and cost of operations of $18,135 and $73,408 for the three and twelve months ended December 31, 2001, respectively.

(b) The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.

WebMD CORPORATION

CONSOLIDATED SEGMENT INFORMATION

(In thousands, except per share data, unaudited)



		Three Months Ended				Years Ended

		December 31,		December 31,		December 31,		December 31,
		2002 (b)		2001 (b)		2002 (b)		2001 (b)

Revenue
	Transaction services (a)	$	116,653	$	113,100	$	466,810	$	457,448
	Physician services		72,568		65,500		275,306		260,209
	Portal services		29,305		20,066		84,296		74,626
	Plastic technologies		28,188		29,051		119,992		121,025
	Eliminations and other, net		(5,309)		(4,176)		(20,527)		(12,280)

		$	241,405	$	223,541	$	925,877	$	901,028

Income (loss) before taxes, restructuring, non-cash and other items
	Transaction services	$	25,025	$	13,609	$	85,154	$	41,987
	Physician services		7,025		5,495		26,685		20,827
	Portal services		9,053		(12,611)		5,574		(79,437)
	Plastic technologies		6,735		7,304		30,006		30,809
	Corporate and other		(12,531)		(16,625)		(51,272)		(94,813)
	Interest income		5,258		3,937		19,662		30,544
	Interest expense		(2,920)		(147)		(8,940)		(1,101)

		$	37,645	$	962	$	106,869	$	(51,184)

	Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items (c)	$	0.13	$	0.00	$	0.35	$	(0.15)


Taxes, restructuring, non-cash and other items
	Depreciation and amortization	$	(31,085)	$	(125,970)	$	(130,074)	$	(2,400,804)
	Amortization of prepaid content and services (included in cost of operations)		(2,588)		(1,531)		(4,765)		(1,531)
	Amortization of prepaid content and services (included in sales, marketing, general and administrative)		(3,560)		(17,713)		(20,941)		(43,943)
	Non-cash stock compensation (included in sales, marketing, general and administrative)		(3,706)		(8,267)		(25,265)		(78,451)
	Impairment of long-lived and other assets		–		–		(609)		(3,826,893)
	Restructuring and integration (charge) benefit		–		(46,594)		4,690		(266,755)
	Income tax benefit (provision)		(656)		(417)		10,002		(2,757)
	Other income, net		1,521		–		3,844		–
	Gain on investments		–		–		6,547		–

Net income (loss)		$	(2,429)	$	(199,530)	$	(49,702)	$	(6,672,318)

(c) Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items is based on the weighted average shares outstanding used in computing basic and diluted net income (loss) per common share.

WebMD CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)


		December 31,		December 31,
		2002 (a)		2001 (a)

Assets
Cash and cash equivalents		$	179,541	$	286,273
Short-term investments			10,888		100,249
Accounts receivable, net			170,467		166,582
Inventory			18,804		19,185
Current portion of prepaid content and distribution services			25,406		28,818
Other current assets			26,197		16,852

	Total current assets		431,303		617,959
Marketable debt securities			449,289		3,062
Marketable equity securities			7,427		15,707
Property and equipment, net			94,737		94,208
Prepaid content and distribution services			48,532		71,579
Goodwill, net			629,055		587,254
Intangible assets, net			79,536		188,524
Other assets			26,369		23,161

		$	1,766,248	$	1,601,454

Liabilities and Stockholders’ Equity
Accounts payable		$	11,494	$	19,315
Accrued expenses			212,600		241,706
Deferred revenue			81,179		65,861
Current portion of long-term debt			6,546		209

	Total current liabilities		311,819		327,091
Convertible subordinated notes			300,000		–
Long-term debt			119		7,624
Other long-term liabilities			509		1,227
Series B convertible redeemable preferred stock			–		10,000
Stockholders’ Equity			1,153,801		1,255,512

		$	1,766,248	$	1,601,454

(a) The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented. EX-99.3 5 g81238exv99w3.htm EX-99.3 QUARTERLY INFORMATION FOR 2002 AND 2001 EX-99.3 QUARTERLY INFORMATION FOR 2002 AND 2001

EXHIBIT 99.3

WebMD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)



		Three Months Ended												Year Ended

		March 31,			June 30,			September 30,			December 31,			December 31,
		2002			2002			2002			2002			2002

Revenue		$	225,873		$	227,644		$	230,955		$	241,405		$	925,877
Costs and expenses:
	Cost of operations		138,531			135,648			132,831			138,132			545,142
	Development and engineering		10,868			11,113			10,960			10,908			43,849
	Sales, marketing, general and administrative		79,366			76,511			68,921			66,912			291,710
	Depreciation and amortization		32,759			33,033			33,197			31,085			130,074
	Impairment of long-lived and other assets		–			609			–			–			609
	Restructuring and integration (benefit) charge		(3,750	)		1,160			(2,100	)		–			(4,690	)
	Gain on investments		–			5,866			681			–			6,547
	Interest income		3,140			6,022			5,242			5,258			19,662
	Interest expense		141			2,954			2,925			2,920			8,940
	Other income, net		–			–			2,323			1,521			3,844

Loss before income tax (benefit) provision			(28,902	)		(21,496	)		(7,533	)		(1,773	)		(59,704	)
	Income tax (benefit) provision		700			713			(12,071	)		656			(10,002	)

Net income (loss)		$	(29,602	)	$	(22,209	)	$	4,538		$	(2,429	)	$	(49,702	)

Basic net income (loss) per common share		$	(0.09	)	$	(0.07	)	$	0.02		$	(0.01	)	$	(0.16	)

Diluted net income (loss) per common share		$	(0.09	)	$	(0.07	)	$	0.01		$	(0.01	)	$	(0.16	)

Weighted-average shares outstanding used in computing net income (loss) per common share
	Basic		311,668			309,462			297,352			298,188			304,168

	Diluted		311,668			309,462			308,537			298,188			304,168

The Company terminated its divestiture efforts related to Porex, its Plastic Technologies segment, in February 2003. Consequently, the related assets, liabilities and results of operations have been reclassified to reflect Porex as a continuing operation for all periods presented.

WebMD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)



		Three Months Ended												Year Ended

		March 31,			June 30,			September 30,			December 31,			December 31,
		2001			2001			2001			2001			2001

Revenue		$	233,144		$	228,766		$	215,577		$	223,541		$	901,028
Costs and expenses:
	Cost of operations		159,675			153,538			145,037			145,951			604,201
	Development and engineering		13,337			10,132			10,028			10,342			43,839
	Sales, marketing, general and administrative		134,933			119,938			105,082			97,587			457,540
	Depreciation and amortization		762,618			757,918			754,298			125,970			2,400,804
	Impairment of long-lived and other assets		–			–			3,826,893			–			3,826,893
	Restructuring and integration charge		208,683			11,211			267			46,594			266,755
	Interest income		11,261			8,645			6,701			3,937			30,544
	Interest expense		277			447			230			147			1,101

Loss before income tax provision			(1,035,118	)		(815,773	)		(4,619,557	)		(199,113	)		(6,669,561	)
	Income tax provision		641			1,010			689			417			2,757

Net loss		$	(1,035,759	)	$	(816,783	)	$	(4,620,246	)	$	(199,530	)	$	(6,672,318	)

Basic net loss per common share		$	(2.90	)	$	(2.28	)	$	(12.85	)	$	(0.62	)	$	(19.14	)

Diluted net loss per common share		$	(2.90	)	$	(2.28	)	$	(12.85	)	$	(0.62	)	$	(19.14	)

Weighted-average shares outstanding used in computing net loss per common share
	Basic		356,806			357,878			359,600			319,994			348,570


	Diluted		356,806			357,878			359,600			319,994			348,570

Effective January 1, 2002, the Company has changed its accounting as required by EITF 01-14 and has included the revenue related to reimbursement of out-of-pocket expenses as a component of both revenues and cost of operations. This reclassification resulted in an increase in previously reported revenue and cost of operations, within the Transaction Services segment, for all 2001 periods.

WebMD CORPORATION

CONSOLIDATED SEGMENT INFORMATION

(In thousands, except per share data, unaudited)



		Three Months Ended												Year Ended

		March 31,			June 30,			September 30,			December 31,			December 31,
		2002			2002			2002			2002			2002

Revenue
	Transaction services	$	117,927		$	117,204		$	115,026		$	116,653		$	466,810
	Physician services		66,089			66,068			70,581			72,568			275,306
	Portal services		17,134			18,006			19,851			29,305			84,296
	Plastic technologies		29,541			31,509			30,754			28,188			119,992
	Eliminations and other, net		(4,818	)		(5,143	)		(5,257	)		(5,309	)		(20,527	)

		$	225,873		$	227,644		$	230,955		$	241,405		$	925,877

Income (loss) before taxes, restructuring, non-cash and other items
	Transaction services	$	17,538		$	18,264		$	24,327		$	25,025		$	85,154
	Physician services		6,252			6,234			7,174			7,025			26,685
	Portal services		(4,837	)		(2,219	)		3,577			9,053			5,574
	Plastic technologies		7,598			8,197			7,476			6,735			30,006
	Corporate and other		(14,607	)		(12,641	)		(11,493	)		(12,531	)		(51,272	)
	Interest income		3,140			6,022			5,242			5,258			19,662
	Interest expense		(141	)		(2,954	)		(2,925	)		(2,920	)		(8,940	)

		$	14,943		$	20,903		$	33,378		$	37,645		$	106,869

	Basic and diluted income per common share before taxes, restructuring, non-cash and other items	$	0.05		$	0.07		$	0.11		$	0.13		$	0.35

Taxes, restructuring, non-cash and other items
	Depreciation and amortization	$	(32,759	)	$	(33,033	)	$	(33,197	)	$	(31,085	)	$	(130,074	)
	Non-cash content and distribution services and stock compensation		(14,836	)		(13,463	)		(12,818	)		(9,854	)		(50,971	)
	Impairment of long-lived and other assets		–			(609	)		–			–			(609	)
	Restructuring and integration benefit (charge)		3,750			(1,160	)		2,100			–			4,690
	Income tax benefit (provision)		(700	)		(713	)		12,071			(656	)		10,002
	Other income, net		–			–			2,323			1,521			3,844
	Gain on investments		–			5,866			681			–			6,547

Net income (loss)		$	(29,602	)	$	(22,209	)	$	4,538		$	(2,429	)	$	(49,702	)

Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items is based on the weighted average shares outstanding used in computing basic and diluted net income (loss) per common share.

WebMD CORPORATION

CONSOLIDATED SEGMENT INFORMATION

(In thousands, except per share data, unaudited)



		Three Months Ended												Year Ended

		March 31,			June 30,			September 30,			December 31,			December 31,
		2001			2001			2001			2001			2001

Revenue
	Transaction services	$	117,095		$	116,558		$	110,695		$	113,100		$	457,448
	Physician services		66,125			66,471			62,113			65,500			260,209
	Portal services		21,607			17,045			15,908			20,066			74,626
	Plastic technologies		30,203			31,322			30,449			29,051			121,025
	Eliminations and other, net		(1,886	)		(2,630	)		(3,588	)		(4,176	)		(12,280	)

		$	233,144		$	228,766		$	215,577		$	223,541		$	901,028

Income (loss) before taxes, restructuring, non-cash and other items
	Transaction services	$	8,877		$	8,886		$	10,615		$	13,609		$	41,987
	Physician services		5,257			6,638			3,437			5,495			20,827
	Portal services		(27,122	)		(21,140	)		(18,564	)		(12,611	)		(79,437	)
	Plastic technologies		6,982			8,760			7,763			7,304			30,809
	Corporate and other		(30,609	)		(26,240	)		(21,339	)		(16,625	)		(94,813	)
	Interest income		11,261			8,645			6,701			3,937			30,544
	Interest expense		(277	)		(447	)		(230	)		(147	)		(1,101	)

		$	(25,631	)	$	(14,898	)	$	(11,617	)	$	962		$	(51,184	)

	Basic and diluted income (loss) per common share before taxes, restructuring, non-cash and other items	$	(0.07	)	$	(0.04	)	$	(0.03	)	$	0.00		$	(0.15	)

Taxes, restructuring, non-cash and other items
	Depreciation and amortization	$	(762,618	)	$	(757,918	)	$	(754,298	)	$	(125,970	)	$	(2,400,804	)
	Non-cash content and distribution services and stock compensation		(38,186	)		(31,746	)		(26,482	)		(27,511	)		(123,925	)
	Impairment of long-lived and other assets		–			–			(3,826,893	)		–			(3,826,893	)
	Restructuring and integration charge		(208,683	)		(11,211	)		(267	)		(46,594	)		(266,755	)
	Income tax provision		(641	)		(1,010	)		(689	)		(417	)		(2,757	)

Net loss		$	(1,035,759	)	$	(816,783	)	$	(4,620,246	)	$	(199,530	)	$	(6,672,318	)

WebMD CORPORATION

CONDENSED BALANCE SHEETS

(In thousands, unaudited)


		March 31,		June 30,		September 30,		December 31,
		2002		2002		2002		2002

Assets

Cash and cash equivalents		$	226,170	$	174,234	$	165,847	$	179,541
Short-term investments			21,233		7,336		11,880		10,888
Accounts receivable, net			168,273		164,490		163,394		170,467
Inventory			21,079		20,222		18,997		18,804
Federal income tax receivable			–		–		12,887		–
Current portion of prepaid content and distribution services			27,108		26,453		25,799		25,406
Other current assets			18,190		17,651		22,764		26,197

	Total current assets		482,053		410,386		421,568		431,303

Marketable debt securities			157,966		449,450		450,725		449,289
Marketable equity securities			17,603		15,819		14,025		7,427
Property and equipment, net			92,928		96,305		97,333		94,737
Prepaid content and distribution services			67,705		61,473		55,241		48,532
Goodwill, net			605,195		603,112		607,059		629,055
Intangible assets, net			145,856		124,070		99,866		79,536
Other assets			20,888		27,640		27,621		26,369

		$	1,590,194	$	1,788,255	$	1,773,438	$	1,766,248

Liabilities and Stockholders’ Equity

Accounts payable		$	15,981	$	12,164	$	13,625	$	11,494
Accrued expenses			251,845		244,460		231,840		212,600
Deferred revenue			74,332		77,118		73,702		81,179
Current portion of long-term debt			6,732		6,545		6,545		6,546

	Total current liabilities		348,890		340,287		325,712		311,819

Convertible subordinated notes			–		300,000		300,000		300,000
Long-term debt			1,023		126		123		119
Other long-term liabilities			662		541		516		509

Stockholders’ equity			1,239,619		1,147,301		1,147,087		1,153,801

		$	1,590,194	$	1,788,255	$	1,773,438	$	1,766,248

WebMD CORPORATION

CONDENSED BALANCE SHEETS

(In thousands, unaudited)


		March 31,		June 30,		September 30,		December 31,
		2001		2001		2001		2001

Assets

Cash and cash equivalents		$	577,669	$	516,726	$	520,406	$	286,273
Short-term investments			82,415		97,403		97,378		100,249
Accounts receivable, net			197,507		200,294		172,210		166,582
Inventory			17,142		17,389		18,104		19,185
Current portion of prepaid content and distribution services			7,345		10,493		29,486		28,818
Other current assets			25,116		24,301		17,057		16,852

	Total current assets		907,194		866,606		854,641		617,959

Marketable debt securities			3,081		3,075		3,068		3,062
Marketable equity securities			21,028		8,560		7,716		15,707
Property and equipment, net			123,972		123,281		88,776		94,208
Prepaid content and distribution services			114,378		118,240		78,101		71,579
Goodwill, net			5,793,620		5,089,348		664,252		587,254
Intangible assets, net			363,882		321,456		217,487		188,524
Other assets			49,702		39,598		33,122		23,161

		$	7,376,857	$	6,570,164	$	1,947,163	$	1,601,454

Liabilities and Stockholders’ Equity

Accounts payable		$	22,067	$	18,043	$	18,992	$	19,315
Accrued expenses			291,453		268,522		249,085		241,706
Deferred revenue			48,962		51,473		57,099		65,861
Current portion of long-term debt			410		322		258		209

	Total current liabilities		362,892		338,360		325,434		327,091
Long-term debt			7,781		7,722		7,671		7,624
Other long-term liabilities			4,086		1,912		1,586		1,227
Series B convertible redeemable preferred stock			10,000		10,000		10,000		10,000

Stockholders’ equity			6,992,098		6,212,170		1,602,472		1,255,512

		$	7,376,857	$	6,570,164	$	1,947,163	$	1,601,454

Table of Contents

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Table of Contents

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