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This excerpt taken from the WBMD 8-K filed Jul 2, 2009.

Overview

MD&A is provided as a supplement to our Consolidated Financial Statements and notes thereto included in Exhibit 99.3 beginning on page F-1, in order to enhance your understanding of our results of operations and financial condition. Our MD&A is organized as follows:


	•	Introduction. This section provides a general description of our company, background information on certain trends and developments affecting our company, a description of the basis of presentation of our financial statements, a summary discussion of our recent acquisitions and dispositions and a discussion of how seasonal factors may impact the timing of our revenue.

	•	Critical Accounting Policies and Estimates. This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective or complex judgments in making estimates and assumptions. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to the Consolidated Financial Statements included in Exhibit 99.3.

	•	Transactions with HLTH. This section describes the services that we receive from our parent company, HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services, as well as our tax sharing agreement with HLTH. As of December 31, 2008, HLTH owned 83.6% of our outstanding capital stock through its ownership of all of our outstanding Class B Common Stock.


	•	Results of Operations and Supplemental Financial and Operating Information. These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on a consolidated basis.

	•	Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flows and discussions of our commitments, as well as our outlook on our available liquidity as of December 31, 2008.


	•	Recent Accounting Pronouncements. This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

This excerpt taken from the WBMD 10-Q filed May 11, 2009.

Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to our Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:


	•	Introduction. This section provides a general description of our company, a description of recent transactions and other significant developments and trends, and a discussion of how seasonal factors may impact the timing of our revenue.

	•	Critical Accounting Policies and Estimates. This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (which we refer to as the SEC).

	•	Transactions with HLTH. This section describes the services that we receive from HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

	•	Recent Accounting Pronouncements. This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

	•	Results of Operations and Supplemental Financial and Operating Information. These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on a consolidated basis.

	•	Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of March 31, 2009.

	•	Factors That May Affect Our Future Financial Condition or Results of Operations. This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.

Overview

This section of our Annual Report contains information regarding our compensation programs and policies and, in particular, their application to a specific group of individuals that we refer to as our Named Executive Officers. Under applicable SEC rules, our Named Executive Officers for this Annual Report consist of our Chief Executive Officer, our Chief Financial Officer and the three other executive officers of WebMD who received the most compensation for 2008. This section is organized as follows:


	•	*2008 Report of the Compensation Committee.* This section contains a report of the Compensation Committee of our Board of Directors regarding the “Compensation Discussion and Analysis” section described below. The material in the 2008 Report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that WebMD specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

	•	*Compensation Committee Interlocks and Insider Participation.* This section contains information regarding certain types of relationships involving our Compensation Committee members.

	•	*Compensation Discussion and Analysis.* This section contains a description of the specific types of compensation we pay, a discussion of our compensation policies, information regarding how those policies were applied to the compensation of our Named Executive Officers for 2008 and other information that we believe may be useful to investors regarding compensation of our Named Executive Officers and other employees.

	•	*Executive Compensation Tables.* This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts or value of various types of compensation paid to our Named Executive Officers and related information.

	•	*Potential Payments and Other Benefits Upon Termination or Change in Control.* This section provides information regarding amounts that could become payable to our Named Executive Officers following specified events.

	•	*Employment Agreements with Named Executive Officers.* This section contains summaries of the employment agreements between our Named Executive Officers and WebMD, HLTH or their subsidiaries. We refer to these summaries in various other places in this Executive Compensation section.

The parts of this Executive Compensation section described above are intended to be read together and each provides information not included in the others. In addition, for background information regarding the Compensation Committee of our Board of Directors and its responsibilities, please see Item 10 above under the heading “Committees of the Board of Directors — Compensation Committee,” which is hereby incorporated by reference into this Item 11.

Overview

This section of our Annual Report contains information regarding
our compensation programs and policies and, in particular, their
application to a specific group of individuals that we refer to
as our Named Executive Officers. Under applicable SEC rules, our
Named Executive Officers for this Annual Report consist of our
Chief Executive Officer, our Chief Financial Officer and the
three other executive officers of WebMD who received the most
compensation for 2008. This section is organized as follows:


	•	2008 Report of the Compensation Committee. This section contains a report of the Compensation Committee of our Board of Directors regarding the “Compensation Discussion and Analysis” section described below. The material in the 2008 Report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that WebMD specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

	•	Compensation Committee Interlocks and Insider Participation. This section contains information regarding certain types of relationships involving our Compensation Committee members.

	•	Compensation Discussion and Analysis. This section contains a description of the specific types of compensation we pay, a discussion of our compensation policies, information regarding how those policies were applied to the compensation of our Named Executive Officers for 2008 and other information that we believe may be useful to investors regarding compensation of our Named Executive Officers and other employees.

	•	*Executive Compensation Tables.* This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts or value of various types of compensation paid to our Named Executive Officers and related information.

	•	Potential Payments and Other Benefits Upon Termination or Change in Control. This section provides information regarding amounts that could become payable to our Named Executive Officers following specified events.

	•	Employment Agreements with Named Executive Officers. This section contains summaries of the employment agreements between our Named Executive Officers and WebMD, HLTH or their subsidiaries. We refer to these summaries in various other places in this Executive Compensation section.

The parts of this Executive Compensation section described above
are intended to be read together and each provides information
not included in the others. In addition, for background
information regarding the Compensation Committee of our Board of
Directors and its responsibilities, please see Item 10
above under the heading “Committees of the Board of
Directors — Compensation Committee,” which is
hereby incorporated by reference into this Item 11.

These excerpts taken from the WBMD 10-K filed Feb 27, 2009.

Overview

Our content and services have made our public portals the leading online health information destinations for consumers, physicians and other healthcare professionals. In 2008, The WebMD Health Network had an average of approximately 51 million unique users per month and generated approximately 4.7 billion aggregate page views.

Owned Web Sites. During 2008, WebMD-owned sites accounted for approximately 96% of The WebMD Health Network’s unique users and approximately 98% of its page views. The following provides a brief description of the WebMD-owned public portals in The WebMD Health Network:


Consumer Portal Site		Description

www.webmd.com		WebMD Health, our flagship consumer portal.
www.medicinenet.com		A health information site for consumers offering content that is written and edited by practicing physicians, including an online medical dictionary with thousands of medical terms.
www.rxlist.com		An online drug directory with over 2,000 drug monographs, which are comprehensive descriptions of pharmaceutical products (including chemical name, brand names, molecular structure, clinical pharmacology, directions and dosage, side effects, drug interactions and precautions).
www.emedicinehealth.com		A health information site for consumers offering articles written and edited by physicians for consumers, including first aid and emergency information that is also accessible at firstaid.webmd.com.

Professional Portal Site
www.medscape.com		Medscape from WebMD, our flagship Web site for physicians and other healthcare professionals.
www.medscapecme.com		The Web site through which Medscape, LLC distributes online CME and CE to physicians and other healthcare professionals.
emedicine.medscape.com		A site for physicians and other healthcare professionals containing articles on over 6,500 diseases and disorders.
www.theheart.org		One of the leading cardiology Web sites, known for its depth and breadth of content in this area.

Other Sites. The WebMD Health Network also includes certain third party Web sites that WebMD supports. Those third party sites accounted for approximately 2% of the total page views on The WebMD Health Network during 2008. WebMD sells the advertising and program content on the areas of the third party Web sites that WebMD supports.

Overview

Our content and services have made our public portals the
leading online health information destinations for consumers,
physicians and other healthcare professionals. In 2008, The
WebMD Health Network had an average of approximately
51 million unique users per month and generated
approximately 4.7 billion aggregate page views.

Owned Web Sites. During 2008, WebMD-owned
sites accounted for approximately 96% of The WebMD Health
Network’s unique users and approximately 98% of its
page views. The following provides a brief description of the
WebMD-owned public portals in The WebMD Health Network:


Consumer Portal Site		Description

www.webmd.com		WebMD Health, our flagship consumer portal.
www.medicinenet.com		A health information site for consumers offering content that is written and edited by practicing physicians, including an online medical dictionary with thousands of medical terms.
www.rxlist.com		An online drug directory with over 2,000 drug monographs, which are comprehensive descriptions of pharmaceutical products (including chemical name, brand names, molecular structure, clinical pharmacology, directions and dosage, side effects, drug interactions and precautions).
www.emedicinehealth.com		A health information site for consumers offering articles written and edited by physicians for consumers, including first aid and emergency information that is also accessible at firstaid.webmd.com.

Professional Portal Site
www.medscape.com		Medscape from WebMD, our flagship Web site for physicians and other healthcare professionals.
www.medscapecme.com		The Web site through which Medscape, LLC distributes online CME and CE to physicians and other healthcare professionals.
emedicine.medscape.com		A site for physicians and other healthcare professionals containing articles on over 6,500 diseases and disorders.
www.theheart.org		One of the leading cardiology Web sites, known for its depth and breadth of content in this area.

Other Sites. The WebMD Health Network also
includes certain third party Web sites that WebMD supports.
Those third party sites accounted for approximately 2% of the
total page views on The WebMD Health Network during 2008.
WebMD sells the advertising and program content on the areas of
the third party Web sites that WebMD supports.

Overview

MD&A is provided as a supplement to our Consolidated Financial Statements and notes thereto included in this Annual Report beginning on page F-1, in order to enhance your understanding of our results of operations and financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, background information on certain trends and developments affecting our company, a description of the basis of presentation of our financial statements, a summary discussion of our recent acquisitions and dispositions and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective or complex judgments in making estimates and assumptions. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to the Consolidated Financial Statements included in this Annual Report.

• Transactions with HLTH.  This section describes the services that we receive from our parent company, HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services, as well as our tax sharing agreement with HLTH. As of December 31, 2008, HLTH owned 83.6% of our outstanding capital stock through its ownership of all of our outstanding Class B Common Stock.

• Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows and discussions of our commitments, as well as our outlook on our available liquidity as of December 31, 2008.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

Overview

MD&A is provided as a supplement to our Consolidated
Financial Statements and notes thereto included in this Annual
Report beginning on
page F-1,
in order to enhance your understanding of our results of
operations and financial condition. Our MD&A is organized
as follows:

•

Introduction.  This section provides a general
description of our company and operating segments, background
information on certain trends and developments affecting our
company, a description of the basis of presentation of our
financial statements, a summary discussion of our recent
acquisitions and dispositions and a discussion of how seasonal
factors may impact the timing of our revenue.

•

Critical Accounting Policies and
Estimates.  This section discusses those
accounting policies that are considered important to the
evaluation and reporting of our financial condition and results
of operations, and whose application requires us to exercise
subjective or complex judgments in making estimates and
assumptions. In addition, all of our significant accounting
policies, including our critical accounting policies, are
summarized in Note 2 to the Consolidated Financial
Statements included in this Annual Report.

•

Transactions with HLTH.  This section describes
the services that we receive from our parent company, HLTH
Corporation (which we refer to as HLTH) and the costs of these
services, as well as the fees we charge HLTH for our services,
as well as our tax sharing agreement with HLTH. As of
December 31, 2008, HLTH owned 83.6% of our outstanding
capital stock through its ownership of all of our outstanding
Class B Common Stock.

•

Results of Operations and Results of Operations by Operating
Segment.  These sections provide our analysis and
outlook for the significant line items on our statements of
operations, as well as other information that we deem meaningful
to understand our results of operations on both a consolidated
basis and an operating segment basis.

•

Liquidity and Capital Resources.  This section
provides an analysis of our liquidity and cash flows and
discussions of our commitments, as well as our outlook on our
available liquidity as of December 31, 2008.

•

Recent Accounting Pronouncements.  This section
provides a summary of the most recent authoritative accounting
standards and guidance that have either been recently adopted by
our company or may be adopted in the future.

This excerpt taken from the WBMD 10-Q filed Nov 10, 2008.

Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

• Transactions with HLTH.  This section describes the services that we receive from HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

• Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of September 30, 2008.

• Factors That May Affect Our Future Financial Condition or Results of Operations.  This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.

Overview

MD&A is a supplement to our consolidated financial statements and notes thereto included in Annex B-1 above in this Annual Report, and is provided to enhance your understanding of our results of operations and financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends, strategies and other matters discussed in this MD&A, a description of the basis of presentation of our financial statements, a summary discussion of our recent acquisitions and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to the consolidated financial statements included in Annex B-1 above.

• Transactions with HLTH.  This section describes the services that we receive from our parent company, HLTH Corporation (“HLTH”) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Results of Operations and Results of Operations by Operating Segment. These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of December 31, 2007.

WebMD 2007 Annual Report — MD&A Annex

ANNEX B-3 – PAGE 1

Table of Contents

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.
Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

• Transactions with HLTH.  This section describes the services that we receive from HLTH Corporation (which we refer to as HLTH) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

• Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of June 30, 2008.

• Factors That May Affect Our Future Financial Condition or Results of Operations.  This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

This excerpt taken from the WBMD 10-Q filed May 12, 2008.
Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of pending corporate transactions and other recent transactions, other significant developments and trends, and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

• Transactions with HLTH.  This section describes the services that we receive from HLTH Corporation (“HLTH”) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

• Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of March 31, 2008.

• Factors That May Affect Our Future Financial Condition or Results of Operations.   This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Overview

This section of our Annual Report contains information regarding our compensation programs and policies and, in particular, their application to a specific group of individuals that we refer to as our Named Executive Officers. Under applicable SEC rules, our Named Executive Officers for this Annual Report consist of our Chief Executive Officer, our Chief Financial Officer and the three other executive officers of WebMD who received the most compensation for 2007. This section is organized as follows:

• 2007 Report of the Compensation Committee.  This section contains a report of the Compensation Committee of our Board of Directors regarding the “Compensation Discussion and Analysis” section described below. The material in the 2007 Report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that WebMD specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

• Compensation Committee Interlocks and Insider Participation.  This section contains information regarding certain types of relationships involving our Compensation Committee members.

• Compensation Discussion and Analysis.  This section contains a description of the specific types of compensation we pay, a discussion of our compensation policies, information regarding how those policies were applied to the compensation of our Named Executive Officers for 2007 and other information that we believe may be useful to investors regarding compensation of our Named Executive Officers and other employees.

• Executive Compensation Tables.  This section provides information, in tabular formats specified in applicable SEC rules, regarding the amounts or value of various types of compensation paid to our Named Executive Officers and related information.

• Potential Payments and Other Benefits Upon Termination or Change in Control.  This section provides information regarding amounts that could become payable to our Named Executive Officers following specified events.

• Employment Agreements with Named Executive Officers.  This section contains summaries of the employment agreements between our Named Executive Officers and WebMD, HLTH or their subsidiaries. We refer to these summaries in various other places in this Executive Compensation section.

The parts of this Executive Compensation section described above are intended to be read together and each provides information not included in the others. In addition, for background information regarding the Compensation Committee of our Board of Directors and its responsibilities, please see Item 10 above under the heading “Committees of the Board of Directors — Compensation Committee,” which is hereby incorporated by reference into this Item 11.

Overview

This section of our Annual Report contains information regarding
our compensation programs and policies and, in particular, their
application to a specific group of individuals that we refer to
as our Named Executive Officers. Under applicable SEC rules, our
Named Executive Officers for this Annual Report consist of our
Chief Executive Officer, our Chief Financial Officer and the
three other executive officers of WebMD who received the most
compensation for 2007. This section is organized as follows:

•

2007 Report of the Compensation
Committee.  This section contains a report of
the Compensation Committee of our Board of Directors regarding
the “Compensation Discussion and Analysis” section
described below. The material in the 2007 Report of the
Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference
this Annual Report into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the
extent that WebMD specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such
Acts.

•

Compensation Committee Interlocks and Insider
Participation.  This section contains
information regarding certain types of relationships involving
our Compensation Committee members.

•

Compensation Discussion and
Analysis.  This section contains a description
of the specific types of compensation we pay, a discussion of
our compensation policies, information regarding how those
policies were applied to the compensation of our Named Executive
Officers for 2007 and other information that we believe may be
useful to investors regarding compensation of our Named
Executive Officers and other employees.

•

Executive Compensation Tables.  This
section provides information, in tabular formats specified in
applicable SEC rules, regarding the amounts or value of various
types of compensation paid to our Named Executive Officers and
related information.

•

Potential Payments and Other Benefits Upon Termination or
Change in Control.  This section provides
information regarding amounts that could become payable to our
Named Executive Officers following specified events.

•

Employment Agreements with Named Executive
Officers.  This section contains summaries of
the employment agreements between our Named Executive Officers
and WebMD, HLTH or their subsidiaries. We refer to these
summaries in various other places in this Executive Compensation
section.

The parts of this Executive Compensation section described above
are intended to be read together and each provides information
not included in the others. In addition, for background
information regarding the Compensation Committee of our Board of
Directors and its responsibilities, please see Item 10
above under the heading “Committees of the Board of
Directors — Compensation Committee,” which is
hereby incorporated by reference into this Item 11.

These excerpts taken from the WBMD 10-K filed Feb 29, 2008.
Overview

MD&A is a supplement to our consolidated financial statements and notes thereto included elsewhere in this Annual Report, and is provided to enhance your understanding of our results of operations and financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends, strategies and other matters discussed in this MD&A, a description of the basis of presentation of our financial statements, a summary discussion of our recent acquisitions and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2 to the consolidated financial statements included in this Annual Report.

• Transactions with HLTH.  This section describes the services that we receive from our parent company, HLTH Corporation (“HLTH”) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Results of Operations and Results of Operations by Operating Segment. These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of December 31, 2007.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

Overview

MD&A is a supplement to our consolidated financial
statements and notes thereto included elsewhere in this Annual
Report, and is provided to enhance your understanding of our
results of operations and financial condition. Our MD&A is
organized as follows:

•

Introduction.  This section provides a general
description of our company and operating segments, a description
of certain recent developments, background information on
certain trends, strategies and other matters discussed in this
MD&A, a description of the basis of presentation of our
financial statements, a summary discussion of our recent
acquisitions and a discussion of how seasonal factors may impact
the timing of our revenue.

•

Critical Accounting Policies and
Estimates.  This section discusses those
accounting policies that are considered important to the
evaluation and reporting of our financial condition and results
of operations, and whose application requires us to exercise
subjective and often complex judgments in making estimates and
assumptions. In addition, all of our significant accounting
policies, including our critical accounting policies, are
summarized in Note 2 to the consolidated financial
statements included in this Annual Report.

•

Transactions with HLTH.  This section describes
the services that we receive from our parent company, HLTH
Corporation (“HLTH”) and the costs of these services,
as well as the fees we charge HLTH for our services and our tax
sharing agreement with HLTH.

•

Results of Operations and Results of Operations by Operating
Segment. These sections provide our analysis and outlook for
the significant line items on our statements of operations, as
well as other information that we deem meaningful to understand
our results of operations on both a consolidated basis and an
operating segment basis.

•

Liquidity and Capital Resources.  This section
provides an analysis of our liquidity and cash flows, as well as
a discussion of our commitments that existed as of
December 31, 2007.

•

Recent Accounting Pronouncements.  This section
provides a summary of the most recent authoritative accounting
standards and guidance that have either been recently adopted by
our company or may be adopted in the future.

This excerpt taken from the WBMD 10-Q filed Nov 9, 2007.
Overview

Management’s discussion and analysis of financial condition and results of operations, or MD&A, is provided as a supplement to the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and is intended to provide an understanding of our results of operations, financial condition and changes in financial condition. Our MD&A is organized as follows:

• Introduction.  This section provides a general description of our company and operating segments, a description of certain recent developments, background information on certain trends and a discussion of how seasonal factors may impact the timing of our revenue.

• Critical Accounting Policies and Estimates.  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective and often complex judgments in making estimates and assumptions.

• Transactions with HLTH.  This section describes the services that we receive from HLTH Corporation (“HLTH”) and the costs of these services, as well as the fees we charge HLTH for our services and our tax sharing agreement with HLTH.

• Recent Accounting Pronouncements.  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by our company or may be adopted in the future.

• Results of Operations and Results of Operations by Operating Segment.  These sections provide our analysis and outlook for the significant line items on our statements of operations, as well as other information that we deem meaningful to understand our results of operations on both a consolidated basis and an operating segment basis.

• Liquidity and Capital Resources.  This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments that existed as of September 30, 2007.

• Factors That May Affect Our Future Financial Condition or Results of Operations.  This section describes circumstances or events that could have a negative effect on our financial condition or results of operations, or that could change, for the worse, existing trends in some or all of our businesses. The factors discussed in this section are in addition to factors that may be described elsewhere in this Quarterly Report.

In this MD&A, dollar amounts are in thousands, unless otherwise noted.

WebMD Health (WBMD)

WBMD » Topics » Overview

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