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These excerpts taken from the WBMD 10-K filed Feb 27, 2009. REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management of WebMD Health Corp. is responsible for establishing
and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined
in
Rules 13a-15(f)
and
15d-15(f)
promulgated under the Securities Exchange Act of 1934 (the
Exchange Act) as a process designed by, or under the supervision
of, a company’s principal executive and principal financial
officers and effected by its board of directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls
themselves, monitoring and internal auditing practices and
actions taken to correct deficiencies as identified.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
WebMD management assessed the effectiveness of WebMD’s
internal control over financial reporting as of
December 31, 2008. In making this assessment, WebMD
management used the criteria set forth in Internal
Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that assessment and those criteria, WebMD
management concluded that WebMD maintained effective internal
control over financial reporting as of December 31, 2008.
Ernst & Young LLP, the independent registered public
accounting firm that audited and reported on the Company’s
financial statements as of December 31, 2008 and 2007 and
for each of the three years in the period ended
December 31, 2008, has audited the Company’s internal
control over financial reporting as of December 31, 2008,
as stated in their report which appears on
page F-3.
February 26, 2009
Table of Contents
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of WebMD Health Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 (the Exchange Act) as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. WebMD management assessed the effectiveness of WebMD’s internal control over financial reporting as of December 31, 2008. In making this assessment, WebMD management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment and those criteria, WebMD management concluded that WebMD maintained effective internal control over financial reporting as of December 31, 2008. Ernst & Young LLP, the independent registered public accounting firm that audited and reported on the Company’s financial statements as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, has audited the Company’s internal control over financial reporting as of December 31, 2008, as stated in their report which appears on page F-3. February 26, 2009
Table of ContentsThis excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management of WebMD Health Corp. is responsible for establishing
and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined
in
Rules 13a-15(f)
and
15d-15(f)
promulgated under the Securities Exchange Act of 1934 (the
Exchange Act) as a process designed by, or under the supervision
of, a company’s principal executive and principal financial
officers and effected by its board of directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls
themselves, monitoring and internal auditing practices and
actions taken to correct deficiencies as identified.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
WebMD management assessed the effectiveness of WebMD’s
internal control over financial reporting as of
December 31, 2007. In making this assessment, WebMD
management used the criteria set forth in Internal
Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that assessment and those criteria, WebMD
management concluded that WebMD maintained effective internal
control over financial reporting as of December 31, 2007.
Ernst & Young, LLP, the independent registered public
accounting firm that audited and reported on the Company’s
financial statements as of December 31, 2007 and 2006 and
for each of the three years in the period ended
December 31, 2007, has audited the Company’s internal
control over financial reporting as of December 31, 2007,
as stated in their report which appears on page 3.
February 28, 2008
WebMD 2007 Annual
Report — Financial Statements Annex
ANNEX B-1 –
PAGE 2
Table of Contents
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management of WebMD Health Corp. is responsible for establishing
and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined
in
Rules 13a-15(f)
and
15d-15(f)
promulgated under the Securities Exchange Act of 1934 (the
Exchange Act) as a process designed by, or under the supervision
of, a company’s principal executive and principal financial
officers and effected by its board of directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls
themselves, monitoring and internal auditing practices and
actions taken to correct deficiencies as identified.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
WebMD management assessed the effectiveness of WebMD’s
internal control over financial reporting as of
December 31, 2007. In making this assessment, WebMD
management used the criteria set forth in Internal
Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that assessment and those criteria, WebMD
management concluded that WebMD maintained effective internal
control over financial reporting as of December 31, 2007.
Ernst & Young, LLP, the independent registered public
accounting firm that audited and reported on the Company’s
financial statements as of December 31, 2007 and 2006 and
for each of the three years in the period ended
December 31, 2007, has audited the Company’s internal
control over financial reporting as of December 31, 2007,
as stated in their report which appears on
page F-3.
February 28, 2008
Table of Contents
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of WebMD Health Corp. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 (the Exchange Act) as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. WebMD management assessed the effectiveness of WebMD’s internal control over financial reporting as of December 31, 2007. In making this assessment, WebMD management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment and those criteria, WebMD management concluded that WebMD maintained effective internal control over financial reporting as of December 31, 2007. Ernst & Young, LLP, the independent registered public accounting firm that audited and reported on the Company’s financial statements as of December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007, has audited the Company’s internal control over financial reporting as of December 31, 2007, as stated in their report which appears on page F-3. February 28, 2008
Table of ContentsThis excerpt taken from the WBMD 10-K filed May 10, 2007. REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
(AS RESTATED)
The management of WebMD Health Corp. (the “Company”)
is responsible for establishing and maintaining adequate
internal over financial reporting for the Company. With the
participation of the Chief Executive Officer and Chief Financial
Officer, our management conducted an evaluation of the
effectiveness of our internal control over financial reporting
as of December 31, 2006, based on the framework and
criteria established in Internal Control — Integrated
Framework, issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
In the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 2, 2007, management concluded that the Company’s
internal control over financial reporting was effective as of
December 31, 2006. Subsequently, management identified a
material weakness in the Company’s internal control over
financial reporting with respect to accounting for income taxes
relating to the treatment of tax deductible goodwill in the
determination of the deferred tax asset valuation allowance.
This material weakness resulted in this amendment to the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2006, in order to restate
the financial statements for the years ended December 31,
2006, 2005 and 2004 and to restate financial information for the
years ended December 31, 2003 and 2002 and each of the
quarters in 2006 and 2005.
Solely as a result of this material weakness, the Company’s
management has revised its earlier assessment and has now
concluded that the Company’s internal control over
financial reporting was not effective as of December 31,
2006.
The audited consolidated financial statements of the Company
included in this Annual Report on
Form 10-K
(the “Financial Statements”) include: the results of
Summex Corporation (“Summex”) from June 13, 2006,
the date of its acquisition by the Company; the results of
businesses acquired from Medsite, Inc. (“Medsite”)
from September 11, 2006, the date of the Company’s
acquisitions of those assets and assumption of related
liabilities; and the results of Subimo, LLC (“Subimo”)
from December 15, 2006, the date of its acquisition by the
Company. Those acquisitions are described in Note 5 of the
Financial Statements under the caption “2006
Acquisitions.” However, management’s assessment of
internal control over financial reporting of the Company does
not include an assessment of internal control over financial
reporting of Summex, Medsite or Subimo, which together
constituted 24.2% of the Company’s total assets as of
December 31, 2006 and 3.6% of the Company’s revenues
for the year then ended.
The Company’s independent auditor, Ernst & Young
LLP, a registered public accounting firm, has issued an audit
report on the Company’s revised management’s
assessment on its internal control over financial reporting as
of December 31, 2006. That report appears on
page F-3.
As of May 4, 2007, the Company implemented new procedures,
including improved documentation and analysis regarding the
reversal pattern of temporary differences between financial and
tax reporting. The Company’s management believes these new
procedures enable the Company to comply with the requirements
related to the accounting for deferred tax asset valuation
allowances. Management believes these new procedures have
remediated the internal control weakness.
May 9, 2007
This excerpt taken from the WBMD 10-K filed Mar 2, 2007. REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management of WebMD Health Corp. is responsible for establishing
and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined
in
Rules 13a-15(f)
and
15d-15(f)
promulgated under the Securities Exchange Act of 1934 (the
Exchange Act) as a process designed by, or under the supervision
of, a company’s principal executive and principal financial
officers and effected by its board of directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that:
Internal control over financial reporting includes the controls
themselves, monitoring and internal auditing practices and
actions taken to correct deficiencies as identified.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
WebMD management assessed the effectiveness of WebMD’s
internal control over financial reporting as of
December 31, 2006. In making this assessment, WebMD
management used the criteria set forth in Internal
Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that assessment and those criteria, WebMD
management concluded that WebMD maintained effective internal
control over financial reporting as of December 31, 2006.
The audited consolidated financial statements of WebMD included
in this Annual Report on
Form 10-K
(the “Financial Statements”) include: the results of
Summex Corporation (“Summex”) from June 13, 2006,
the date of its acquisition by WebMD; the results of businesses
acquired from Medsite, Inc. (“Medsite”) from
September 11, 2006, the date of WebMD’s acquisitions
of those assets and assumption of related liabilities; and the
results of Subimo, LLC (“Subimo”) from
December 15, 2006, the date of its acquisition by WebMD.
Those acquisitions are described in Note 5 of the Financial
Statements under the caption “2006 Acquisitions.”
However, WebMD management’s assessment of internal control
over financial reporting of WebMD does not include an assessment
of internal control over financial reporting of Summex, Medsite
or Subimo, which together constituted 24.2% of WebMD’s
total assets as of December 31, 2006 and 3.6% of
WebMD’s revenues for the year then ended.
Ernst & Young, LLP, the independent registered public
accounting firm that audited and reported on the Financial
Statements, has issued a report on WebMD management’s
assessment of WebMD’s internal control over financial
reporting. That report appears on page F-3.
March 1, 2007
Table of Contents
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