8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

August 11, 2004

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)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
EX-23.1 CONSENT OF ERNST & YOUNG LLP
EX-99.1 AUDITED AND UNAUDITED FINANCIAL STATEMENTS OF VIPS, INC.
EX-99.2 UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF WEBMD CORPORATION

     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 or from deployment of new or updated technologies, products, services or 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 manner and timing of implementation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the healthcare industry’s responses; 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.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On August 11, 2004, WebMD Corporation completed the previously announced acquisition of VIPS, Inc. (“ViPS”), a privately held provider of information technology, decision support solutions and consulting services to government, Blue Cross Blue Shield (BCBS) and commercial healthcare payers. ViPS develops and provides a full range of solutions for systems support, claims processing, provider-performance measurement, quality improvement, fraud prevention, disease management and predictive modeling.

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among ViPS, WebMD Corporation, Envoy Corporation and Valor, Inc., dated as of July 9, 2004, the acquisition was completed when Valor, Inc., which was owned by Envoy Corporation (a subsidiary of WebMD), was merged with and into ViPS, making ViPS an indirect wholly-owned subsidiary of WebMD.

     In the merger, the existing shares of common stock of ViPS were converted into the right to receive a pro rata portion of the aggregate purchase price, after deductions for amounts paid to holders of preferred stock and outstanding debt, certain costs of the transaction, and certain other payments, all as provided in the Merger Agreement. The base purchase price of $160 million was adjusted to $168 million based on pre-closing estimates of customary post-closing purchase price adjustments. The actual amount of the adjustments will be determined, in accordance with the provisions of the Merger Agreement, beginning 60 days after the closing. A portion of the purchase price was placed into escrow at the closing. WebMD paid the purchase price from available funds on hand.

     The Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. This summary of the provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement.

     The terms of the Merger Agreement were determined on the basis of arms-length negotiations. Prior to the execution of the Merger Agreement, there was no material relationship between ViPS and the Registrant, any affiliate of the Registrant, or any director or officer of the Registrant, and, to the knowledge of the Registrant, there was no material relationship between ViPS and any associate of any director or officer of the Registrant.

2

     The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on August 19, 2004 (the “Current Report”) describing the Company’s acquisition of VIPS, Inc. In accordance with the then current instructions to paragraphs (a)(4) of Item 7 of Form 8-K, the Current Report omitted the financial statements and pro forma financial information required by those paragraphs. The financial statements and pro forma financial information were required to be filed by amendment within 75 days of the date that the transaction was completed.

     Accordingly, the Company hereby amends the Current Report to include the omitted information.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of the Business Acquired.

     The audited financial statements of VIPS, Inc. as of and for the years ended December 31, 2002 and 2003 and the unaudited financial statements as of June 30, 2004 and for the six months ended June 30, 2003 and 2004 are attached as Exhibit 99.1.

(b) Pro Forma Financial Information.

     The unaudited pro forma condensed combined financial statements of WebMD Corporation as of and for the six months ended June 30, 2004 and for the year ended December 31, 2003 are attached as Exhibit 99.2.

(c) Exhibits.

     The following exhibits are filed herewith:

2.1*	Agreement and Plan of Merger, dated as of July 9, 2004, by and among VIPS, Inc., WebMD Corporation, Envoy Corporation and Valor, Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
23.1	Consent of Ernst & Young LLP.
99.1	Audited Financial Statements of VIPS, Inc. as of and for the years ended December 31, 2002 and 2003 and unaudited financial statements as of June 30, 2004 and for the six months ended June 30, 2003 and 2004.
99.2	Unaudited pro forma condensed combined financial statements of WebMD Corporation as of and for the six months ended June 30, 2004 and for the year ended December 31, 2003.

* The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the SEC upon request.

3

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: October 25, 2004	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher Senior Vice President

4

EXHIBIT INDEX

Exhibit
Number	Description
2.1*	Agreement and Plan of Merger, dated as of July 9, 2004, by and among VIPS, Inc., WebMD Corporation, Envoy Corporation and Valor, Inc. (incorporated by reference to Exhibit 2.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
23.1	Consent of Ernst & Young LLP.
99.1	Audited Financial Statements of VIPS, Inc. as of and for the years ended December 31, 2002 and 2003 and unaudited financial statements as of June 30, 2004 and for the six months ended June 30, 2003 and 2004.
99.2	Unaudited pro forma condensed combined financial statements of WebMD Corporation as of and for the six months ended June 30, 2004 and for the year ended December 31, 2003.

* The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the SEC upon request.

5

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements of WebMD Corporation listed below of our report dated July 28, 2004, with respect to the consolidated financial statements of VIPS, Inc. included in the Current Report on Form 8-K dated October 25, 2004.

Registration Statements on Form S-3:

Registration Number	Date Filed
333-89616	May 31, 2002
333-100857	October 30, 2002
333-104271	April 2, 2003
333-107151	July 18, 2003
333-110629	November 20, 2003

Registration Statements on Form S-8:

Name	Registration Number		Date Filed
Amended and Restated 1989 Class A Non-Qualified Stock Option Plan of Medical Manager Corporation, Amended and Restated 1989 Class B Non-Qualified Stock Option Plan of Medical Manager Corporation Stock Option Agreement, dated as of July 24, 1991, between Medical Manager Corporation and Roger C. Holstein, Stock Option Agreement, dated May 1, 1992, between Medical Manager Corporation and Carl Kanter, Form of Stock Option Agreement, made as of December 7, 1994, between Medical Manager Corporation and certain individuals, 1995 Avicenna NQ Stock Option Plan, as amended, Stock Option Agreement, made as of June 23, 1997, between Medical Manager Corporation and Roger C. Holstein, Medical Manager Corporation’s 1996 Amended and Restated Non-Employee Director’s Stock Plan		333-39592	October 4, 2000
Envoy Stock Plan, Employment agreement between Jeffrey T. Arnold and WebMD, Inc.		333-42616	July 31, 2000
1991 Director Stock Option Plan of Medical Manager Corporation, Amended and Restated 1991 Special Non-Qualified Stock Option Plan of Medical Manager Corporation, 1996 Class C Stock Option Plan of Medical Manager Corporation, 1997 Class D Stock Option Plan of Medical Manager Corporation, Stock Option Agreement, dated as of January 7, 1998, between Medical Manager Corporation and David C. Amburgey, Stock Option Agreement, dated as of January 7, 1998, between Medical Manager Corporation and Robert W. Seifert Stock Option Agreement, dated as of October 9, 1998, between Medical Manager Corporation and Richard Cohan, 1998 Porex Technologies Corp. Stock Option Plan of Medical Manager Corporation, 1998 Class E Stock Option Plan of Medical Manager Corporation Stock Option Agreement, dated as of March 15, 1999, between Medical Manager Corporation and James R. Love, Medical Manager Corporation’s 1996 Amended and Restated Long-Term Incentive Plan Form Stock Option Agreement between Medical Manager Corporation and each of John H. Kang and Michael A. Singer, The 1999 Medical Manager Corporation Stock Option Plan for Employees of Medical Manager Systems, Inc., CareInsite, Inc. 1999 Officer Stock Option Plan, CareInsite, Inc. 1999 Employee Stock Option Plan, CareInsite, Inc. 1999 Director Stock Option Plan, IVI Publishing, Inc. Director Option Plan, Amended and Restated 1997 Stock Option Plan of OnHealth Network Company, 1998-1999 New Hire Option Plan of OnHealth Network Company, 1999-2000 New Hire Option Plan of OnHealth Network Company, 1997-1998 New Hire Option Plan of OnHealth Network Company Interactive Ventures, Inc. 1991 Stock Option Plan, Series B Preferred Stock Purchase Warrant issued July 11, 1997 to W. Michael Long, WebMD Corporation 2000 Long-Term Incentive Plan		333-47250	October 4, 2000
1996 Stock Plan, Actamed Corp. 1993 Class B Common Stock Option Plan, Actamed Corp. 1994 Stock Option Plan, Actamed Corp. 1995 Stock Option Plan, Actamed Corp. 1996 Stock Option Plan, Actamed Corp. 1997 Stock Option Plan, 1998 Employee Stock Purchase Plan		333-84825	August 9, 1999
WebMD Corporation 2000 Long-Term Incentive Plan, WebMd Corporation Amended and Restated 1998 Employee Stock Purchase Plan, Medical Manager 410 (k) Profit Sharing Plan		333-88418	May 16, 2002
WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan, Stock Option Agreement Between WebMD Corporation and Marvin P. Rich, Stock Option Agreements Between WebMD Corporation and Certain Individuals, Stock Option Agreement Between WebMD Corporation and Wayne Gattinella		333-88420	May 16, 2002
WebMD, Inc. 1997 Amended and Restated 1997 Stock Incentive Plan, Director Stock Option Plan of WebMD, Inc., Direct Medical Knowledge, Inc. 1997 Stock Option/Stock Issuance Plan, Sapient Health Network, Inc. 1996 Stock Incentive Plan, Greenberg News Networks, Inc. 1997 Stock Option Plan, MedE America Corporation and its Subsidiaries Stock Option and Restricted Stock Purchase Plan, MedE America Corporation and its Subsidiaries 1998 Stock Option and Restricted Stock Purchase Plan		333-90795	November 12, 1999
WebMD Corporation 2000 Long-Term Incentive Plan, WebMD Corporation 2002 Restricted Stock Plan, WebMD Corporation 2003 Non-Qualified Stock Option Plan for Employees of Advanced Business Fulfillment, Inc.		333-110516	November 14, 2003

-s- Ernst & Young LLP

Baltimore, Maryland
October 19, 2004

EX-99.1

EXHIBIT 99.1

VIPS, Inc.

Consolidated Financial Statements

Years ended December 31, 2002 and 2003, and for the six months ended June 30, 2003 and 2004

Contents

Report of Independent Auditors	1
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2002 and 2003 and June 30, 2004 (Unaudited)	2
Consolidated Statements of Income for the years ended December 31, 2002 and 2003 and for the six months ended June 30, 2003 and 2004 (Unaudited)	4
Consolidated Statements of Stockholders’ Deficit and Series A Redeemable Preferred Stock for the years ended December 31, 2002 and 2003	5
Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2003 and for the six months ended June 30, 2003 and 2004 (Unaudited)	6
Notes to Consolidated Financial Statements	7

Report of Independent Auditors

Board of Directors and Stockholders

VIPS, Inc.

We have audited the accompanying consolidated balance sheets of VIPS, Inc. as of December 31, 2002 and 2003, and the related consolidated statements of income, stockholders’ deficit and Series A redeemable preferred stock, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of VIPS, Inc. at December 31, 2002 and 2003, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

 

/s/  Ernst & Young LLP

Baltimore, Maryland
July 28, 2004

1

VIPS, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

	December 31,		December 31,		June 30,
	2002		2003		2004
					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	22	$	2,427	$	2,876
Accounts receivable, less allowance for doubtful accounts of $111 in 2002 and 2003 and $73 in 2004		10,922		11,292		9,087
Unbilled accounts receivable		207		200		570
Cost and estimated gross profit in excess of billings on uncompleted contracts		—		175		273
Prepaid expenses		584		570		564
Deferred income taxes		825		833		1,370
Other current assets		10		8		7
Total current assets		12,570		15,505		14,747
Property and equipment, net of accumulated depreciation of $5,853 in 2002, $6,568 in 2003 and $7,144 in 2004		2,514		2,761		2,520
Capitalized software development costs, net of accumulated amortization of $18,903 in 2002, $21,661 in 2003 and $23,105 in 2004		7,298		6,552		6,622
Goodwill		—		848		858
Other intangible assets, net of accumulated amortization of $2,875 in 2002, $3,658 in 2003 and $4,162 in 2004		1,325		2,458		1,953
Deferred costs		3,138		3,074		3,065
Other assets		1,008		479		837
Total assets	$	27,853	$	31,677	$	30,602

2

	December 31,			December 31,			June 30,
	2002			2003			2004
							(unaudited)
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,119		$	3,296		$	2,649
Interest payable		301			—			—
Unearned revenues		3,973			5,850			4,890
Billings in excess of cost and estimated gross profit on uncompleted contracts		992			696			44
Income taxes payable		673			525			997
Capital lease obligation		141			100			100
Current portion of senior term loan		5,000			3,750			1,250
Total current liabilities		13,199			14,217			9,930
Accrued rent		250			259			252
Unearned revenues		4,109			3,993			2,569
Capital lease obligations, less current portion		35			154			104
Deferred income taxes		1,918			1,884			2,558
Senior term loan		3,750			—			—
Subordinated note, net of discount of $986 in 2002, $679 in 2003 and $506 in 2004		9,014			9,321			9,494
Junior subordinated note, including accrued interest of $715 in 2002, $1,148 in 2003 and $1,385 in 2004		2,215			2,649			2,885
Total liabilities		34,490			32,477			27,792
Series A redeemable preferred stock, par value $.01 per share, 20,000,000 shares authorized, 16,789,417 shares issued and outstanding; aggregate liquidation preference of $27,701 in 2002, $31,178 in 2003 and $33,066 in 2004; including accrued dividends of $10,911 in 2002, $14,388 in 2003 and $16,276 in 2004		27,701			31,178			33,066
Stockholders’ deficit:
Class A common stock, par value $.001 per share, 220,000,000 shares authorized, 20,837,781 shares outstanding		21			21			21
Accumulated deficit		(34,359	)		(31,999	)		(30,277	)
Total stockholders’ deficit		(34,338	)		(31,978	)		(30,256	)
Total stockholders’ deficit and Series A redeemable preferred stock		(6,637	)		(800	)		2,810
Total liabilities, redeemable preferred stock, and stockholders’ deficit	$	27,853		$	31,677		$	30,602

See accompanying notes.

3

VIPS, Inc.

Consolidated Statements of Income

(In thousands)

	Year ended December 31,				Six months ended June 30,
	2002		2003		2003		2004
					(unaudited)
Revenue:
Product and service revenue for time-based licenses	$	12,431	$	15,162	$	7,993	$	8,595
Other service revenue		36,788		42,904		19,776		24,103
Other product revenue		1,195		826		575		170
Total revenue		50,414		58,892		28,344		32,868
Expenses:
Direct operating expenses		28,440		31,057		14,823		17,292
Sales and marketing		4,774		6,704		3,405		3,367
General and administrative		8,776		9,497		4,323		5,001
Total expenses		41,990		47,258		22,551		25,660
Operating income		8,424		11,634		5,793		7,208
Other expenses:
Interest expense, net		2,694		2,550		1,281		1,211
Other, net		—		2		—		—
Income before income taxes		5,730		9,082		4,512		5,997
Income taxes		2,076		3,245		1,709		2,387
Net income	$	3,654	$	5,837	$	2,803	$	3,610

See accompanying notes.

4

VIPS, Inc.

Consolidated Statements of Stockholders’ Deficit and Series A Redeemable Preferred Stock

(In thousands, except share data)

																			Total
																			Stockholders’
	Series A													Accumulated					Deficit and
	Redeemable			Class A		Class B		Additional						Other		Total			Series A
	Preferred			Common		Common		Paid-In			Accumulated			Comprehensive		Stockholders’			Redeemable
	Stock			Stock		Stock		Capital			Deficit			Income (Loss)		Deficit			Preferred Stock
Balance at January 1, 2002		24,680			21		—		—			(34,819	)		—		(34,798	)		(10,118	)
Repurchase of 50,000 shares of Series A redeemable preferred stock, plus accrued dividends of $20		(70	)		—		—		—			—			—		—			(70	)
Repurchase of 197,934 shares of Class A common stock		—			—		—		(50	)		(148	)		—		(198	)		(198	)
Exercise of options to purchase 101,334 shares of Class A common stock		—			—		—		25			—			—		25			25
Repurchase of 101,334 shares of Class A common stock		—			—		—		(25	)		—			—		(25	)		(25	)
Accretion of Series A redeemable preferred stock to estimated redemption value		3,091			—		—		50			(3,141	)		—		(3,091	)		—
Other		—			—		—		—			95			—		95			95
Net income for 2002		—			—		—		—			3,654			—		3,654			3,654
Balance at December 31, 2002		27,701			21		—		—			(34,359	)		—		(34,338	)		(6,637	)
Exercise of options to purchase 27,935 shares of Class A common stock		—			—		—		7			—			—		7			7
Repurchase of 27,935 shares of Class A common stock		—			—		—		(7	)		—			—		(7	)		(7	)
Accretion of Series A redeemable preferred stock to estimated redemption value		3,477			—		—		—			(3,477	)		—		(3,477	)		—
Net income for 2003		—			—		—		—			5,837			—		5,837			5,837
Balance at December 31, 2003	$	31,178		$	21	$	—	$	—		$	(31,999	)	$	—	$	(31,978	)	$	(800	)

See accompanying notes.

5

VIPS, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year ended December 31,						Six months ended June 30,
	2002			2003			2003			2004
							(unaudited)
Cash flows from operating activities
Net income	$	3,654		$	5,837		$	2,803		$	3,610
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		1,206			1,424			662			665
Amortization of capitalized software development costs and intangible assets		3,553			3,540			1,655			1,950
Other amortization		571			615			302			327
Deferred tax provision		(761	)		(41	)		321			137
Other		76			23			4			(2	)
Changes in operating assets and liabilities:
Accounts receivable, net		(1,769	)		382			3,347			1,353
Other current and non-current assets and liabilities		137			525			288			217
Accounts payable and accrued expenses		(45	)		1,123			505			(1,012	)
Income taxes payable		304			(149	)		(334	)		472
Unearned revenue		1,511			(227	)		(726	)		(2,771	)
Net cash provided by operating activities		8,437			13,052			8,827			4,946
Cash flows from investing activities
Purchase of property and equipment		(1,140	)		(1,037	)		(446	)		(423	)
Cash outlay for capitalized software development costs		(1,974	)		(2,012	)		(1,027	)		(1,515	)
Purchase of net assets of subsidiary		—			(1,887	)		(1,625	)		(9	)
Acquired software rights		—			(510	)		(258	)		—
Net cash used in investing activities		(3,114	)		(5,446	)		(3,356	)		(1,947	)
Cash flows from financing activities
Proceeds from issuance of short-term debt		2,250			—			—			—
Principal payments on senior note		(5,000	)		(5,000	)		(2,500	)		(2,500	)
Payments on capital leases		(148	)		(180	)		(95	)		(50	)
Repurchase of Series A redeemable preferred stock		(70	)		—			—			—
Repurchase of Class A common stock		(299	)		(28	)		(5	)		—
Proceeds from exercise of stock options		25			7			1			—
Payments on short-term debt		(3,400	)		—			—			—
Net cash used in financing activities		(6,642	)		(5,201	)		(2,599	)		(2,550	)
Net change in cash and cash equivalents		(1,319	)		2,405			2,872			449
Cash and cash equivalents at beginning of period		1,341			22			22			2,427
Cash and cash equivalents at end of period	$	22		$	2,427		$	2,894		$	2,876

See accompanying notes.

6

VIPS, Inc.

Notes to Consolidated Financial Statements

(In thousands, except share data and where indicated)

1. Organization and Summary of Significant Accounting Policies

VIPS, Inc. (VIPS or “the Company”) is a health care information technology company that develops and markets claims automation, decision support, and fraud and abuse detection systems used in the processing of professional payments under various healthcare programs including the Medicare Program. The Company’s BioMedical Solutions unit develops and markets an electronic data capture (EDC) software product used to track clinical drug trials. VIPS’ customers are principally government payers, which represent a significant amount of the Company’s revenues, Blue Cross Plans, pharmaceutical companies and other commercial payers located throughout the United States.

The significant accounting policies followed by the Company are described below.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiary, which is wholly owned. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable and unbilled receivables to their expected net realizable value. The Company estimates the amount of the required allowance by reviewing the status of significant past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates, due primarily to credit policies and collection experience. Accounts receivable balances are not collateralized.

Estimates are also required in such areas as the Company’s self-insurance reserves for certain employee benefit plans and other ordinary accruals. Such estimates are based on historical trends, current experience and knowledge of relevant factors.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Property and Equipment

Property and equipment is stated at cost and depreciated using the straight-line method based on estimated useful lives of between three and seven years. Amortization of leasehold improvements is computed over the shorter of the estimated useful lives of the assets or the term of the related lease.

Software Development Costs

Costs for the development of new software products and substantial enhancements to existing software products are expensed as research and development costs until technological feasibility has been established, at which time any additional development costs are capitalized until the product is available for general release to customers. The Company defines the establishment of technological feasibility as the completion of a working model of the software product that has been tested to be consistent with the product design specifications. The Company capitalized interest of $50 in 2002 and $39 in 2003 in connection with its software development activities.

Amortization of software development costs begins upon general release of the software. Amortization is provided on a product-by-product basis and is equal to the greater of the amount calculated using the straight-line method over four years, or the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. Amortization expense is included in direct operating expenses.

Deferred Costs

Deferred costs consist of direct and incremental costs incurred in connection with the Company’s revenue arrangements. Included in deferred costs are incentive compensation costs, direct implementation costs and third-party product costs. These costs are capitalized when incurred and expensed proportionally and over the same period that deferred revenue is recognized as revenue.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses totaled $688, and $417 in 2002 and 2003, respectively.

Goodwill

Goodwill is initially measured as the excess of the cost of an acquired business over the fair value of the identifiable net assets acquired. The Company does not amortize goodwill, but rather reviews its carrying value for impairment annually and whenever an impairment indicator is identified.

The goodwill impairment test involves a two-step approach. Under the first step, the Company determines the fair value of each reporting unit to which goodwill has been assigned. The Company currently has goodwill only in its VIPS Biomedical Services reporting unit. The Company then compares the fair value of each reporting unit to its carrying value, including goodwill. The Company estimates the fair value of each reporting unit by estimating the present value of the reporting unit’s future cash flows. If the fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is considered potentially impaired and the second step is completed in order to measure the impairment loss. Under the second step, the Company calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the reporting unit as determined in the first step. The Company then compares the implied fair value of goodwill to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company recognizes an impairment loss equal to the difference.

Other Intangible Assets

Intangible assets consist principally of acquired software license rights with an estimated useful life of four or five years. These assets are amortized over their estimated useful life using the straight-line method.

Impairment of Long-Lived Assets

Long-lived assets, including other intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates whether impairment exists on the basis of undiscounted expected future cash flows from operations for the remaining amortization period. If impairment exists, the difference between the carrying value of the assets and their fair value is recorded as an expense.

Accrued Rent

The Company recognizes rent expense for operating leases ratably over the term of the lease agreement. Rent expense recorded in excess of amounts paid is recorded as accrued rent.

Revenue Recognition

The Company derives revenue from software licenses, maintenance (post-contract customer support) and services. Software licenses typically contain multiple elements, including the product license, maintenance, and/or other services. Revenue for software sold by the Company is recognized when persuasive evidence of an arrangement exists, delivery has occurred, and the fee is fixed or determinable and probable of collection. The Company allocates the total arrangement fee among each deliverable based on the relative fair value of each of the deliverables based on vendor-specific objective evidence. In the absence of evidence of the fair value of a delivered element, revenue is first allocated to the undelivered elements based on evidence of fair value, and the residual revenue is then allocated to the delivered elements. If evidence of the fair value of the undelivered elements is not known, revenue is deferred until such time as the only remaining undelivered elements are maintenance and upfront implementation services, upon which time revenue is recognized ratably over the term of the arrangement.

The Company also generates application service provider (ASP) revenue derived from hosting various software applications on multiple servers located in its offices. ASP hosting is an optional service offered to customers as part of an arrangement to license proprietary software, and this revenue is recognized ratably over the term of each contract.

The Company earns maintenance fees for telephone support, bug fixes and rights to upgrades on a when-and-if-available basis associated with software licenses. These fees are collected in advance and recognized ratably over the maintenance period. Unrecognized maintenance fees are included in deferred revenue.

The Company performs installation services provided on either a fixed price or time-and-materials basis. Revenue is recognized under fixed-price contracts on the percentage-of-completion basis, determined by the total expenses incurred to date as a percentage of total estimated expenses at the completion of the contract. Revenue on time-and-materials contracts is recognized based upon time incurred and billed at established rates.

Other revenues are generated as customers require special programming and consulting services that fall outside the defined scope of maintenance or standard installation services. Revenues are recognized on a fixed-price or time-and-materials basis as described above.

Revenue recognized on services in excess of amounts billed is reflected as unbilled accounts receivable. Unearned revenues represent billings in excess of revenues recognized.

Federal government contract costs, including allocated indirect expenses, are subject to audit and adjustment by the Defense Contract Audit Agency. Contract revenue under these contracts is recorded at estimated net realizable amounts.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense totaled approximately $71 and $238 in 2002 and 2003, respectively.

Income Taxes

The Company uses the liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Stock Options Granted to Employees

The Company records compensation expense for all stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). Under APB No. 25, compensation expense is recorded over the vesting period to the extent that the fair value of the underlying stock on the date of grant exceeds the exercise or acquisition price of the stock or stock-based award. Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation (Statement 123) encourages companies to recognize expense for stock-based awards based on their estimated fair value on the date of grant. Statement 123 requires the disclosure of pro forma income and earnings per share data in the notes to the financial statements if the fair value method is not adopted.

At December 31, 2003, the Company has two stock-based employee compensation plans, which are described more fully in Note 10. All options granted under those plans had an exercise price equal to the estimated fair value of the underlying common stock on the date of grant.

The Company has determined that the pro forma stock compensation has an immaterial effect on the reported net income for the years ended December 31, 2002 and 2003 and for the six months ended June 30, 2003 and 2004.

7

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

Interim Financial Statements

The unaudited consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments necessary to present fairly the financial position as of June 30, 2004 and the results of operations and cash flows for the six months ended June 30, 2003 and 2004.

2. Acquisition of CB Technologies, Inc.

On June 30, 2003, the Company acquired for $1,625 in cash certain assets and assumed specified liabilities of CB Technologies, Inc. (CBT) in a bankruptcy proceeding. The Company also incurred $262 of direct costs of the acquisition. The results of operations of the acquired business have been included in the Company’s results of operations beginning on July 1, 2003.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

Current assets	$	617
Fixed assets and other long-term assets		636
Intangible assets subject to amortization (4.83 years weighted-average useful life)		1,360
Goodwill		848
Accrued compensation		(54	)
Deferred revenue		(1,520	)
	$	1,887

The amount allocated to goodwill is deductible over 15 years for income tax purposes.

Upon the culmination of this transaction, the Company created a new wholly owned subsidiary for this business unit called VIPS Biomedical Services, Inc. (VBMS). VBMS’s cornerstone solution is the MetaTrial^® suite of clinical software tools, including electronic data capture (EDC) software. By enabling the efficient and secure collection of critical data, MetaTrial streamlines the clinical trials process for pharmaceutical, biotechnology, medical device and contract research organizations. The Company believes that the products and services provided by VBMS are complementary to its existing products and services.

8

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

3. Supplemental Disclosure of Cash Flow Information

	Year ended December 31				Six months ended June 30
	2002		2003		2003		2004
Noncash investing and financing activities:
Increase in property and equipment attributable to capital leases	$	—	$	257	$	76	$	—
Increase in junior subordinated notes attributable to accrued interest		362		433		205		237
Increase in Series A redeemable preferred stock attributable to accrued dividends		3,071		3,477		1,673		1,888
Other cash flow information:
Net cash paid for interest		1,540		1,843		492		677
Cash paid for income taxes		2,719		3,435		1,784		1,794

4. Property and Equipment

Property and equipment consisted of the following at December 31:

	2002			2003
Furniture and fixtures	$	2,475		$	2,542
Computer equipment		3,940			4,783
Computer software		1,697			1,595
Leasehold improvements		255			409
		8,367			9,329
Less accumulated depreciation and amortization		(5,853	)		(6,568	)
Property and equipment, net	$	2,514		$	2,761

5. Acquired Intangible Assets

Acquired intangible assets consisted of the following at December 31, 2002:

	Weighted
	Average		Gross
	Useful Life		Carrying		Accumulated			Net Carrying
	in Years		Amount		Amortization			Amount
Intangible assets subject to amortization:
Software rights		5.0	$	4,200	$(	2,875	)	$	1,325

Acquired intangible assets consisted of the following at December 31, 2003:

	Weighted
	Average		Gross
	Useful Life		Carrying		Accumulated			Net Carrying
	in Years		Amount		Amortization			Amount
Intangible assets subject to amortization:
Developed technology		5.0	$	1,135	$	(113	)	$	1,022
Contract backlog		4.0		225		(75	)		150
Software rights		5.0		4,711		(3,470	)		1,241
Total				6,071		(3,658	)		2,413
Intangible assets not subject to amortization:
Trademark		N/A		45		—			45
Total acquired intangible assets			$	6,116	$	(3,658	)	$	2,458

Amortization expense related to acquired intangible assets for the years ended December 31, 2002 and 2003 was $530 and $782, respectively. The estimated amortization expense for the years ending December 31 is as follows:

2004	$	969
2005		630
2006		334
2007		329
2008		151
	$	2,413

6. Uncompleted Contracts

Summarized information related to uncompleted cost-plus-fee contracts is as follows at December 31:

	2002			2003
Cost incurred on uncompleted contracts	$	18,801		$	36,624
Estimated earnings		1,204			2,630
		20,005			39,254
Less billings to date		20,997			39,775
	$	(992	)	$	(521	)
Included in the consolidated balance sheet as:
Cost and estimated gross profit in excess of billings	$	—		$	175
Billings in excess of cost and estimated gross profit		(992	)		(696	)
	$	(992	)	$	(521	)

9

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

7. Debt

The following is a summary of long-term debt at December 31:

	2002			2003
Senior term loan payable to a bank due in quarterly principal payments through September 30, 2004. The loan bears interest at the bank’s prime rate or the Eurodollar rate, plus specified margins, as elected by the Company.	$	8,750		$	3,750
Subordinated unsecured note payable with a face value of $10,000, recorded net of discount of $986 in 2002 and $679 in 2003. The note matures October 6, 2005 and bears interest at 12% per annum, payable quarterly.		9,014		$	9,321
Junior subordinated notes payable, accruing interest at 18% per annum. The notes, including all accrued interest, mature on January 5, 2005. Accrued interest was $715 in 2002 and $1,148 in 2003.		2,215			2,649
		19,979			15,720
Less current maturities included in current liabilities		(5,000	)		(3,750	)
	$	14,979		$	11,970

Future maturities of long-term debt are as follows:
2004	$	3,750
2005		12,649
Total outstanding debt, before discount of subordinated note		16,399
Discount of subordinated note		(679	)
Total outstanding debt, after discount of subordinated note	$	15,720

8. Warrants

The Company has issued and outstanding warrants to purchase 1,857,923 shares of Class A common stock for $0.01 per share. These warrants expire in 2008.

10

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

9. Series A Redeemable Preferred Stock

At December 31, 2002 and 2003, the Company has outstanding 16,789,417 shares of nonvoting Series A redeemable preferred stock. Cumulative dividends accrue and compound quarterly at an annual rate of $0.12 per share. The Company may, at its option, redeem the Series A redeemable preferred stock at any time for $1.00 per share, plus accrued dividends. The Series A redeemable preferred stock is mandatorily redeemable for $1.00 per share plus accrued dividends if the Company consummates an initial public offering or there is a change in the control of the Company. Holders of 1,407,975 shares of Series A redeemable preferred stock also have the right to require redemption after October 5, 2003. In the event of a liquidation, the holders of the Series A redeemable preferred stock have priority over the common stockholders and have a liquidation preference of $1.00 per share plus any accrued dividends.

10. Stock Options

The Board of Directors has authorized the grant of nonqualified options to purchase up to 3,000,000 shares of common stock. A summary of stock option activity and related information for the years ended December 31 is as follows:

	2002					2003
				Weighted					Weighted
				Average					Average
				Exercise					Exercise
	Options			Price		Options			Price
Outstanding—beginning of year		2,356,840		$	0.50333		2,274,468		$	0.54238
Granted		123,500			1.00000		167,000			1.00000
Exercised		(101,333	)		0.25261		(27,935	)		0.25261
Forfeited		(104,539	)		0.48346		(151,360	)		1.10068
Outstanding—end of year		2,274,468		$	0.54238		2,262,173		$	0.54238
Exercisable at end of year		1,725,008		$	0.43448		1,883,476		$	0.47598
Weighted-average fair value of options granted during the year				$	0.22				$	0.20
Weighted-average remaining contractual life of outstanding options (years)					7.04					5.73

					Weighted-
					Average
			Weighted-		Remaining				Weighted-
			Average		Contractual				Average
			Exercise Prices		Life of				Exercise Prices
	Options		of Outstanding		Outstanding		Exercisable		of Exercisable
Exercise Prices	Outstanding		Options		Options		Options		Options
$0.25261		1,552,020	$	0.25261		5.00		1,457,067	$	0.25261
1.00000		476,500		1.00000		8.09		222,390		1.00000
1.50000		233,653		1.50000		6.46		204,019		1.50000
		2,262,173						1,883,476

All options granted to date are exercisable at the estimated fair value of the Company’s common stock at the date of grant, as estimated by the Board of Directors, and are subject to vesting provisions. Options granted to date vest in varying percentages through 2009.

The fair value of options was determined using the minimum value method. The minimum value method calculates the fair value of options as the excess of the estimated fair value of the underlying stock at the date of grant over the present value of both the exercise price and the expected dividend payments, each discounted at the risk-free rate, over the expected life of the option. In determining the estimated fair value of granted stock options under the minimum value method, the risk-free interest rate was assumed to be 3.5% in 2002 and 3.11% in 2003, the dividend yield was estimated to be 0%, and the expected life of granted options was assumed to be seven years.

As of December 31, 2003, the Company has reserved 4,716,975 shares of Class A common stock for future issuance of stock options and warrants.

11

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

11. Significant Customers and Concentration of Credit Risk

Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral.

One significant customer represented 41% and 40% of revenue for the years ended December 31, 2002 and 2003, respectively. One significant customer represented 39% and 35% of revenue for the six months ended June 30, 2003 and 2004, respectively.

12

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

The percentage of accounts receivable from significant customers was as follows:

	December 31						June 30
	2002			2003			2004
Customer A		29	%		35	%		43	%
Customer B		16	%		19	%		*
*  Less than 10%

12. Leases

The Company leases certain office space and equipment under noncancellable operating leases and capital leases, which expire at various dates through 2008.

As of December 31, 2003, the Company had $1,500 of outstanding letters of credit relating to office space lease commitments.

At December 31, 2002 and 2003, computer equipment includes $450 and $571 relating to capitalized lease obligations, less $284 and $326 of accumulated amortization, respectively. Amortization of leased assets is included in depreciation expense.

Interest expense incurred relating to capital lease obligations is included in interest expense. Interest expense relating to capital leases was $19 and $11 for the years ended December 31, 2002 and 2003, respectively.

Future minimum lease payments under capital leases and noncancellable operating leases as of December 31, 2003 are as follows:

	Capital			Operating
	Leases			Leases
2004	$	108		$	2,468
2005		83			2,535
2006		76			2,519
2007		—			2,482
2008 and thereafter		—			2,518
Total minimum lease payments		267		$	12,522
Less interest		(13	)
Present value of minimum lease payments		254
Less current portion		(100	)
Long-term capital lease obligation	$	154

Rent expense for all operating leases for the years ended December 31, 2002 and 2003 was $1,889 and $2,140, respectively.

13. Income Taxes

The provision for income taxes consists of the following:

	Year ended December 31
	2002			2003
Federal:
Current	$	2,097		$	3,012
Deferred		(592	)		(32	)
		1,505			2,980
State:
Current		739			274
Deferred		(168	)		(9	)
		571			265
Total	$	2,076		$	3,245

The Company’s deferred tax assets and liabilities consisted of the following at December 31:

	2002			2003
Deferred tax assets related to:
Reserves and accrued expenses	$	63		$	166
Accrued rent		161			110
Noncompete agreement		232			193
Deferred revenue		2,439			2,358
Other		—			5
Total deferred tax assets		2,895			2,832
Deferred tax liabilities related to:
Capitalized software development costs and other assets		(2,819	)		(2,530	)
Deductible goodwill		—			(11	)
Purchased software and intangibles		(112	)		(239	)
Depreciation		(68	)		(160	)
Unbilled accounts receivable		(172	)		(187	)
Other		(817	)		(756	)
Total deferred tax liabilities		(3,988	)		(3,883	)
Net deferred tax liability	$	(1,093	)	$	(1,051	)

The following is a reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate:

	Year ended December 31
	2002			2003
Statutory tax rate		34.0	%		34.0	%
State taxes, net of federal benefit		3.3			3.8
Other		(1.1	)		(2.1	)
Effective tax rate		36.2	%		35.7	%

14. Retirement Plan

The Company maintains a defined contribution retirement plan, which allows substantially all employees of the Company to contribute a percentage of their compensation and also provides for certain matching and other discretionary contributions. The Company’s matching contributions to the plan in 2002 and 2003 were $552 and $629, respectively.

13

VIPS, Inc.

Notes to Consolidated Financial Statements (continued)

(In thousands, except share data and where indicated)

15. Subsequent Event

On July 12, 2004, the Company entered into a definitive agreement to be acquired by WebMD Corporation. The acquisition is expected to be completed in August 2004.

16. Subsequent Event (unaudited)

On August 11, 2004 the Company and WebMD completed the previously announced acquisition, whereby WebMD acquired all outstanding equity of the Company for approximately $168 million in cash. In connection with the acquisition, all unexercised warrants and stock options were cancelled. Additionally, substantially all outstanding debt of the Company was repaid.

14

EX-99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

     The Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2004 combines the historical consolidated balance sheets of WebMD Corporation and VIPS, Inc., giving effect to the acquisition as if it had occurred on June 30, 2004. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2004 and for the year ended December 31, 2003 combine the historical consolidated statements of operations of WebMD Corporation and VIPS, Inc. giving effect to the acquisition as if it had occurred on January 1, 2003. We have adjusted the historical consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. You should read this information in conjunction with:

• the accompanying notes to the unaudited pro forma condensed combined financial statements;

• WebMD’s separate historical unaudited financial statements as of and for the six months ended June 30, 2004 included in WebMD’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004;

• WebMD’s separate historical financial statements as of and for the year ended December 31, 2003 included in WebMD’s Annual Report on Form 10-K for the year ended December 31, 2003;

• VIPS’s separate historical unaudited financial statements as of and for the six months ended June 30, 2004 included elsewhere in this filing; and

• VIPS’s separate historical financial statements as of and for the year ended December 31, 2003 included elsewhere in this filing.

     The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or results of operations of the combined company.

     The unaudited pro forma condensed combined financial statements have been prepared using the purchase method of accounting. Accordingly, WebMD’s cost to acquire VIPS has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values at the dates indicated. The allocation of the purchase price is preliminary and is dependent upon certain valuations that have not progressed to a stage where there is sufficient information to make a definitive allocation. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments presented herein.

WEBMD CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED
WITH VIPS BALANCE SHEET

AS OF JUNE 30, 2004

(In thousands)

	Historical			Historical			Pro Forma			Pro Forma
	WebMD			VIPS			Adjustments			Combined
ASSETS
Current assets:
Cash and cash equivalents	$	206,611		$	2,876		$	(168,275	)(a)	$	41,212
Accounts receivable, net		187,149			9,657			—			196,806
Inventory		12,022			6			—			12,028
Current portion of prepaid content and distribution services		16,114			—			—			16,114
Deferred tax asset		—			1,370			(1,370	)(h)		—
Other current assets		25,540			838			—			26,378
Total current assets		447,436			14,747			(169,645	)		292,538
Marketable securities		595,311			—			—			595,311
Property and equipment, net		75,128			2,520			—			77,648
Prepaid content and distribution services		22,667			—			—			22,667
Goodwill		891,406			858			(858	)(b)		959,582
								68,176	(c)
Intangible assets, net		185,175			8,575			(8,575	)(b)		277,875
								92,700	(c)
Other assets		37,221			3,902			(1,256	)(f)		39,703
								(164	)(g)
	$	2,254,344		$	30,602		$	(19,622	)	$	2,265,324
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	200,483		$	3,790		$	1,400	(d)	$	205,673
Current portion of debt		—			1,250			(1,250	)(g)		—
Deferred revenue		101,516			7,459			(2,025	)(e)		106,950
Total current liabilities		301,999			12,499			(1,875	)		312,623
3 1/4% convertible subordinated notes due 2007		299,999			—			—			299,999
1.75% convertible subordinated notes due 2023		350,000			—			—			350,000
Other long-term debt, less current portion		—			12,379			(12,379	)(g)		—
Deferred tax liability		—			2,558			(2,558	)(h)		—
Other long-term liabilities		1,078			356			—			1,434
Commitments and contingencies
Convertible redeemable exchangeable preferred stock		98,181			—			—			98,181
Redeemable preferred stock		—			33,066			(33,066	)(i)		—
Stockholder’s equity:
Common stock		39			21			(21	)(i)		39
Additional paid-in capital		11,761,696			—			—			11,761,696
Deferred stock compensation		(10,179	)		—			—			(10,179	)
Treasury stock, at cost		(352,735	)		—			—			(352,735	)
Accumulated deficit		(10,200,644	)		(30,277	)		30,277	(i)		(10,200,644	)
Accumulated other comprehensive income		4,910			—			—			4,910
Total stockholders’ equity		1,203,087			(30,256	)		30,256			1,203,087
	$	2,254,344		$	30,602		$	(19,622	)	$	2,265,324

WEBMD CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED WITH VIPS
STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2004

(In thousands, except per share data)

		Historical		Historical			Pro Forma			Pro Forma
		WebMD		VIPS			Adjustments			Combined
Revenue		$	553,095	$	32,868		$	(323)	(j)	$	585,640
Costs and expenses:
	Cost of operations		326,603		17,465			(200	)(k)		343,868
	Development and engineering		24,087		163			—			24,250
	Sales, marketing, general and administrative		160,292		5,457			—			165,749
	Depreciation, amortization and other		25,733		2,575			(1,950	)(l)		32,268
								5,910	(m)
	Legal expense		4,252		—			—			4,252
	Interest income (expense), net		408		(1,211	)		1,218	(n)		415
	Other income, net		484		—			—			484
Income (loss) from continuing operations before income tax provision (benefit)			13,020		5,997			(2,865	)		16,152
	Income tax provision (benefit)		1,544		2,387			(2,194	)(o)		1,737
Income (loss) from continuing operations		$	11,476	$	3,610		$	(671	)	$	14,415
Basic income from continuing operations per common share		$	0.04							$	0.05
Diluted income from continuing operations per common share		$	0.03							$	0.04
Weighted-average shares outstanding used in computing income from continuing operations per common share:
	Basic		310,886								310,886
	Diluted		332,582								332,582

WEBMD CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED WITH VIPS
STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2003

(In thousands, except per share data)

		Historical		Historical			Pro Forma			Pro Forma
		WebMD		VIPS			Adjustments			Combined
Revenue		$	963,980	$	58,892		$	(1,690	)(j)	$	1,021,182
Costs and expenses:
	Cost of operations		564,939		30,916			(1,048	)(k)		594,807
	Development and engineering		42,985		381			—			43,366
	Sales, marketing, general and administrative		282,482		11,003			—			293,485
	Depreciation, amortization and other		62,434		4,958			(3,540	)(l)		76,072
								12,220	(m)
	Legal expense		3,959		—			—			3,959
	Interest income (expense), net		7,687		(2,550	)		2,570	(n)		7,707
	Other income (expense), net		5,877		(2	)		—			5,875
Income (loss) from continuing operations before income tax provision (benefit)			20,745		9,082			(6,752	)		23,075
	Income tax provision (benefit)		4,140		3,245			(2,980	)(o)		4,405
Income (loss) from continuing operations		$	16,605	$	5,837		$	(3,772	)	$	18,670
	Basic income from continuing operations per common share	$	0.05							$	0.06
	Diluted income from continuing operations per common share	$	0.05							$	0.06
Weighted-average shares outstanding used in computing income from continuing operations per common share:
	Basic		304,858								304,858
	Diluted		325,811								325,811

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Pro Forma Presentation

     On August 11, 2004 WebMD Corporation completed its acquisition of VIPS, Inc. The acquisition will be accounted for as a purchase business combination under U.S. generally accepted accounting principles.

     The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2004 reflects the acquisition as if it occurred on June 30, 2004. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2004 and for the year ended December 31, 2003 reflect the acquisition as if it occurred on January 1, 2003.

     The unaudited pro forma condensed combined financial statements presented herein are not necessarily indicative of the results of operations or the combined financial position that would have resulted had the acquisition been completed at the dates indicated, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined company.

     The unaudited pro forma adjustments represent management’s estimates based on information available at this time. Additionally, the total estimated purchase price of the acquisition of VIPS has been allocated on a preliminary basis to assets and liabilities based on management’s estimate of their fair values. This allocation is subject to change pending the completion of the final analysis of the purchase price and fair values of assets acquired and liabilities assumed. Also, the total purchase price is subject to customary closing conditions which have not been finalized as of the date of this filing. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments presented herein. In connection with the preliminary allocation of the purchase price, intangible assets subject to amortization of $92,700 were recorded. The intangible assets are comprised of $56,300 relating to customer relationships with estimated useful lives ranging from ten to fifteen years, $36,000 relating to internally developed technology with estimated useful lives of 5 years and $400 relating to a trade name with an estimated useful life of one year.

     Certain amounts in the historical consolidated financial statements of VIPS have been reclassified to conform to WebMD’s financial statement presentation.

Note 2 — Pro Forma Adjustments

     The following pro forma adjustments result from the allocation of the purchase price for the acquisition based on the fair value of the assets, liabilities and commitments acquired from VIPS.

     The pro forma adjustments related to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2004 assume the acquisition took place on June 30, 2004 and are as follows:

a)	To reflect the cash paid for VIPS
b)	To eliminate the historical goodwill and intangible assets of VIPS
c)	To record the estimated goodwill and estimated intangible assets resulting from the acquisition
d)	To record the liability for WebMD’s estimated acquisition related expenses
e)	To eliminate deferred revenue related to implementation services. The implementation services related to this deferred revenue have already been delivered and accordingly, do not represent a legal obligation assumed by WebMD
f)	To eliminate the deferred costs associated with the deferred revenue related to implementation services
g)	To eliminate current and long-term debt of VIPS which was fully paid in connection with the acquisition as well as related debt issuance costs
h)	To eliminate deferred tax accounts, reflecting consolidation within WebMD’s tax return
i)	To eliminate the historical equity accounts and preferred stock of VIPS

     The pro forma adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2004 and for the year ended December 31, 2003 assume the acquisition took place on January 1, 2003 and are as follows:

j)	To reduce revenue for the impact of eliminating deferred revenue related to implementation services as of the assumed acquisition date, which does not represent a liability of WebMD subsequent to the acquisition date
k)	To eliminate the amortization of deferred costs associated with the deferred revenue related to implementation services
l)	To eliminate amortization related to historical intangible assets of VIPS
m)	To reflect the estimated amortization of intangible assets resulting from the acquisition
n)	To eliminate interest expense related to VIPS debt obligations which were fully paid in connection with the acquisition
o)	To eliminate federal tax expense due to the inclusion of VIPS results within the consolidated tax return of WebMD