##### Table of Contents



UNITED
    STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
    Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the
    quarterly period ended September 30,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission File
    Number: 0-51547
      WEBMD HEALTH CORP.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State of
    incorporation)

20-2783228(I.R.S. Employer
    Identification No.)111 Eighth Avenue
    New York, New York(Address of principal
    executive office)

10011(Zip
    code)   (212) 624-3700 (Registrants
    telephone number including area code)
        þ o
  Regulation S-T
  o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2
  o þ




---



##### 



WEBMD
    HEALTH CORP.
    QUARTERLY REPORT ON
    FORM 10-Q
    For the period ended September 30, 2010
    TABLE OF CONTENTS
   
 PageNumberForward-Looking Statements


3PART I

Financial Information


4Item 1.

Financial Statements:


4Consolidated Balance Sheets as of
    September 30, 2010 (unaudited) and December 31,
    2009


4Consolidated Statements of Operations for the
    three and nine months ended September 30, 2010 and 2009
    (unaudited)


5Consolidated Statements of Cash Flows for the
    nine months ended September 30, 2010 and 2009
    (unaudited)


6Notes to Consolidated Financial Statements


7Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


26Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


59Item 4.

Controls and Procedures


59PART II

Other Information


60Item 1.

Legal Proceedings


60Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


60Item 6.

Exhibits


60Signatures


61Exhibit Index


E-1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1    ® ® ® ® ® ® ® ® ® ® ®
 2




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS  Form 10-Q
    
    failure to achieve sufficient levels of usage of our public and
    private portals and mobile applications;
    the inability to successfully deploy new or updated applications
    or services;
    competition in attracting consumers and healthcare professionals
    to our public portals and mobile applications;
    competition for advertisers and sponsors for our public portals
    and mobile applications;
    events or conditions that have a negative effect on promotional
    or educational spending by pharmaceutical and biotechnology
    companies or on the portion of that spending used for
    Internet-based services like ours;
    the inability to attract and retain qualified personnel;
    adverse economic conditions and disruptions in the capital
    markets;
    adverse changes in general business or regulatory conditions
    affecting the healthcare, information technology and Internet
    industries; and
    the other risks and uncertainties described in this Quarterly
    Report on
    Form 10-Q
    under the heading Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Factors That May Affect Our Future
    Financial Condition or Results of Operations.    Form 10-Q
 3




---



##### Table of Contents



PART I
    FINANCIAL INFORMATION
  ITEM 1.
    Financial
    Statements  WEBMD
    HEALTH CORP.
  CONSOLIDATED BALANCE SHEETS
 (In
    thousands, except share and per share data)
  September 30,


December 31,2010


2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
352,199


$
459,766Accounts receivable, net of allowance for doubtful accounts of
    $1,266 at September 30, 2010 and $1,511 at
    December 31, 2009


120,361



118,155Prepaid expenses and other current assets


17,055



11,419Investments






9,932Deferred tax assets


27,346



Total current assets


516,961



599,272Investments






338,446Property and equipment, net


62,221



52,194Goodwill


202,104



202,104Intangible assets, net


23,388



26,020Deferred tax assets


78,631



50,789Other assets


17,407



19,723TOTAL ASSETS

$
900,712


$
1,288,548LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued expenses

$
63,832


$
63,721Deferred revenue


101,887



98,4741.75% convertible subordinated notes due 2023






264,583Deferred tax liabilities






12,955Liabilities of discontinued operations


20,574



34,197Total current liabilities


186,293



473,93031/8%
    convertible notes due 2025, net of discount of $5,693 at
    September 30, 2010 and $22,641 at December 31, 2009


79,634



227,659Other long-term liabilities


24,263



22,191Commitments and contingenciesStockholders equity:Preferred stock, 50,000,000 shares authorized; no shares
    issued and outstanding






Common stock, $0.01 par value per share,
    650,000,000 shares authorized; 62,396,582 shares
    issued at September 30, 2010 and 57,243,710 shares
    issued at December 31, 2009


624



572Additional paid-in capital


9,489,668



9,469,857Treasury stock, at cost; 5,270,847 shares at
    September 30, 2010 and 6,296,944 shares at
    December 31, 2009


(262,669
)


(233,651
)Accumulated deficit


(8,617,101
)


(8,634,585
)Accumulated other comprehensive loss






(37,425
)Stockholders equity


610,522



564,768TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
900,712


$
1,288,548    4




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  CONSOLIDATED STATEMENTS OF OPERATIONS
 (In
    thousands, except per share data, unaudited)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Revenue

$
135,305


$
111,568


$
366,042


$
300,463Cost of operations


47,610



41,965



135,972



117,759Sales and marketing


28,957



26,265



86,789



80,623General and administrative


22,964



21,967



62,350



65,818Depreciation and amortization


6,935



7,134



20,268



21,193Interest income


21



1,840



3,850



6,060Interest expense


1,797



5,541



10,106



17,858(Loss) gain on convertible notes


(2,232
)






(16,970
)


10,120Loss on investments


131







22,977



Other income (expense), net


107



(123
)


(92
)


(944
)Income from continuing operations before income tax provision
    (benefit)


24,807



10,413



14,368



12,448Income tax provision (benefit)


10,193



5,389



(4,140
)


4,922Consolidated income from continuing operations


14,614



5,024



18,508



7,526Consolidated (loss) income from discontinued operations, net of
    a tax benefit of $1,476 for the three and nine months ended
    September 30, 2010 and net of a tax provision of $15,811
    and $9,975 for the three and nine months ended
    September 30, 2009


(1,024
)


27,462



(1,024
)


14,695Consolidated net income inclusive of noncontrolling interest


13,590



32,486



17,484



22,221Income attributable to noncontrolling interest






(2,184
)






(3,181
)Net income attributable to Company stockholders

$
13,590


$
30,302


$
17,484


$
19,040Amounts attributable to Company stockholders:Income from continuing operations

$
14,614


$
2,872


$
18,508


$
3,381(Loss) income from discontinued operations


(1,024
)


27,430



(1,024
)


15,659Net income attributable to Company stockholders

$
13,590


$
30,302


$
17,484


$
19,040Basic income (loss) per common share:Income from continuing operations

$
0.25


$
0.06


$
0.33


$
0.07(Loss) income from discontinued operations


(0.02
)


0.59



(0.01
)


0.34Net income attributable to Company stockholders

$
0.23


$
0.65


$
0.32


$
0.41Diluted income (loss) per common share:Income from continuing operations

$
0.24


$
0.05


$
0.31


$
0.06(Loss) income from discontinued operations


(0.02
)


0.56



(0.02
)


0.33Net income attributable to Company stockholders

$
0.22


$
0.61


$
0.29


$
0.39Weighted-average shares outstanding used in computing per share
    amounts:Basic


58,095



46,096



54,602



45,637Diluted


61,435



48,609



58,660



47,167    5




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In
    thousands, unaudited)
  Nine Months EndedSeptember 30,2010


2009Cash flows from operating activities:Consolidated net income inclusive of noncontrolling interest

$
17,484


$
22,221Adjustments to reconcile consolidated net income inclusive of
    noncontrolling interest to net cash provided by operating
    activities:Consolidated loss (income) from discontinued operations, net of
    tax


1,024



(14,695
)Depreciation and amortization


20,268



21,193Non-cash interest, net


4,862



7,737Non-cash advertising






1,753Non-cash stock-based compensation


23,605



27,783Deferred income taxes


(17,260
)


7,563Loss (gain) on convertible notes


16,970



(10,120
)Loss on investments


22,977



Changes in operating assets and liabilities:Accounts receivable


(2,206
)


6,010Prepaid expenses and other, net


(3,006
)


(8,394
)Accrued expenses and other long-term liabilities


1,695



(7,740
)Deferred revenue


3,413



4,248Net cash provided by continuing operations


89,826



57,559Net cash (used in) provided by discontinued operations


(17,082
)


9,273Net cash provided by operating activities


72,744



66,832Cash flows from investing activities:Proceeds from sales of
    available-for-sale
    securities


362,259



2,200Purchases of property and equipment


(20,329
)


(14,248
)Finalization of sale price of discontinued operations


(1,430
)


2,840Net cash provided by (used in) continuing operations


340,500



(9,208
)Net cash used in discontinued operations






(3,315
)Net cash provided by (used in) investing activities


340,500



(12,523
)Cash flows from financing activities:Proceeds from exercise of stock options


57,168



30,004Cash used for withholding taxes due on stock-based awards


(76,559
)


(1,234
)Repurchases of convertible notes


(94,475
)


(123,857
)Purchase of treasury stock under repurchase program


(14,914
)


Payment for shares tendered in 2009, delivered in 2010


(6,818
)


Purchase of treasury stock in tender offer


(399,216
)


Excess tax benefit on stock-based awards


14,003



63Net cash used in financing activities


(520,811
)


(95,024
)Effect of exchange rates on cash






420Net decrease in cash and cash equivalents


(107,567
)


(40,295
)Cash and cash equivalents at beginning of period


459,766



629,848Cash and cash equivalents at end of period

$
352,199


$
589,553    6




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share and per share data, unaudited)
  1.
    Summary
    of Significant Accounting Policies  Background
    and Basis of Presentation
    e-newsletters e-detailing WebMD the Magazine
     7




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Interim
    Financial Statements
    Form 10-K
  Seasonality
    Accounting
    Estimates
   8




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Income (Loss) Per Common Share
    Three Months Ended September 30,


Nine Months Ended September 30,2010


2009


2010


2009Numerator:Income from continuing operations

$
14,614


$
2,872


$
18,508


$
3,381Effect of participating non-vested restricted stock


(152
)


(31
)


(222
)


(37
)Income from continuing operations  Basic


14,462



2,841



18,286



3,344Effect of dilutive securities of subsidiary






(188
)






(285
)Income from continuing operations  Diluted

$
14,462


$
2,653


$
18,286


$
3,059(Loss) income from discontinued operations

$
(1,024
)

$
27,430


$
(1,024
)

$
15,659Effect of participating non-vested restricted stock


12



(293
)


12



(171
)(Loss) income from discontinued operations, net of
    tax  Basic


(1,012
)


27,137



(1,012
)


15,488Effect of dilutive securities of subsidiary






(3
)






53(Loss) income from discontinued operations, net of
    tax  Diluted

$
(1,012
)

$
27,134


$
(1,012
)

$
15,541 9




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended September 30,


Nine Months Ended September 30,2010


2009


2010


2009Denominator:Weighted-average shares  Basic


58,095



46,096



54,602



45,637Employee stock options and restricted stock


3,340



2,513



4,058



1,530Adjusted weighted-average shares after assumed
    conversions  Diluted


61,435



48,609



58,660



47,167Basic income (loss) per common share:Income from continuing operations

$
0.25


$
0.06


$
0.33


$
0.07(Loss) income from discontinued operations


(0.02
)


0.59



(0.01
)


0.34Net income attributable to Company stockholders

$
0.23


$
0.65


$
0.32


$
0.41Diluted income (loss) per common share:Income from continuing operations

$
0.24


$
0.05


$
0.31


$
0.06(Loss) income from discontinued operations


(0.02
)


0.56



(0.02
)


0.33Net income attributable to Company stockholders

$
0.22


$
0.61


$
0.29


$
0.39     Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Options and restricted stock


1,798



5,785



1,812



11,000Convertible notes


3,017



14,786



8,570



15,1744,815



20,571



10,382



26,174   Recent
    Accounting Pronouncements
  Accounting
    Pronouncements to be Adopted in the Future
   10




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    2.
    Discontinued
    Operations  Porex
      Three Months Ended

Nine Months EndedSeptember 30, 2009

September 30, 2009Revenue

$
22,355


$
62,532Earnings before taxes


4,535



12,293   Little
    Blue Book Print Directory Business
    Three Months Ended

Nine Months EndedSeptember 30, 2009

September 30, 2009Revenue

$
1,875


$
4,066Earnings (losses) before taxes


348



(8,432
)Gain on disposal before taxes


27



27  11




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Emdeon
    Practice Services
      3.
    Repurchase
    and Conversion of Convertible Notes  1 8 1 8 1 8
 12




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 8 1 8 1 8
  1 8
  4.
    Related
    Party Transaction  Fidelity
    Human Resources Services Company LLC
    5.
    Fair
    Value of Financial Instruments and Non-Recourse Credit
    Facilities    Level 1:
    Observable inputs such as quoted market prices in active markets
    for identical assets or liabilities.Level 2:
    Observable market-based inputs or unobservable inputs that are
    corroborated by market data.Level 3:
    Unobservable inputs for which there is little or no market data,
    which require the use of the reporting entitys own
    assumptions. 13




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     September 30, 2010


December 31, 2009Fair Value


Amortized





Gross


Amortized





GrossEstimate


Cost


Fair


Unrealized


Cost


Fair


UnrealizedUsing:


Basis


Value


Gains


Basis


Value


Gains (Losses)Cash and cash equivalents


Level 1


$
352,199


$
352,199


$



$
459,766


$
459,766


$
Equity securities


Level 1















1,470



4,851



3,381Repurchase right


Level 3



845



845















Auction rate
    securities(1)


Level 3















320,507



279,701



(40,806
)(2)Senior secured
    notes(3)


Level 3















63,826



63,826



     (1)
    
    The face (par) value of the auction
    rate securities was $352,700 as of December 31, 2009.(2)
    
    Amounts reflect cumulative effect
    of adoption of new authoritative guidance as discussed below.(3)
    
    The face value of the senior
    secured notes was $67,500 as of December 31, 2009.    Nine Months Ended September 30,2010


2009Auction Rate


Repurchase


Senior


Auction RateSecurities


Right


Secured Notes


SecuritiesFair value as of the beginning of the period

$
279,701


$



$
63,826


$
286,552Redemptions


(290,999
)


(407
)


(65,475
)


(2,200
)(Loss) gain included in earnings


(29,508
)


1,252



1,362



Interest income accretion included in earnings










287



Changes in unrealized gains/losses included in other
    comprehensive income


40,806











(12,350
)Fair value as of the end of the period

$



$
845


$



$
272,002   other-than-temporary
 14




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary other-than-temporary other-than-temporarily other-than-temporarily other-than-temporary
        other-than-temporary
 15




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            September 30, 2010

December 31, 2009Carrying Amount

Fair Value

Carrying Amount

Fair ValueFinancial Assets:1.75% Notes(a)

$



$



$
264,583


$
296,00231/8% Notes(a)


79,634



120,311



227,659



284,716     (a)
    
    Fair value estimate incorporates
    bid price quotes.  Non-Recourse
    Credit Facilities
   16




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Equity    Nine Months Ended September 30, 2009Stockholders


Noncontrolling


TotalEquity


Interest


EquityBalance as of the beginning of period

$
496,698


$
134,223


$
630,921Comprehensive income:Net income


19,040



3,181



22,221Net change in unrealized losses on securities


(9,776
)


(856
)


(10,632
)Foreign currency translation adjustment


1,274







1,274Total comprehensive income


10,538



2,325



12,863Issuance of stock for option exercises and other issuances


23,946



4,824



28,770Stock-based compensation expense


11,038



17,207



28,245Repurchases of
    31/8%
    convertible notes, net of tax


(3,544
)






(3,544
)Balance as of the end of period

$
538,676


$
158,579


$
697,255   7.
    Comprehensive
    Income    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Foreign currency translation gains

$



$
1,091


$



$
1,274Unrealized gains (losses) on securities:Unrealized holding gains (losses)






2,984



13,177



(9,776
)Unrealized losses recognized in earnings










24,248



Other comprehensive income (loss)






4,075



37,425



(8,502
)Net income


13,590



30,302



17,484



19,040Comprehensive income

$
13,590


$
34,377


$
54,909


$
10,538   8.
    Stock
    Repurchase Program and 2010 Tender Offers   17




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Intangible
    Assets    September 30, 2010


December 31, 2009Weighted











WeightedGross








Average


Gross








AverageCarrying


Accumulated





Remaining


Carrying


Accumulated





RemainingAmount


Amortization


Net


Useful
    Life(a)


Amount


Amortization


Net


Useful
    Life(a)Content

$
15,954


$
(15,849
)

$
105



0.3


$
15,954


$
(15,482
)

$
472



1.0Customer relationships


34,057



(18,237
)


15,820



7.7



34,057



(16,374
)


17,683



8.3Technology and patents


14,700



(14,700
)










14,700



(14,700
)






Trade names-definite lives


6,030



(3,031
)


2,999



5.7



6,030



(2,629
)


3,401



6.4Trade names-indefinite lives


4,464







4,464



n/a



4,464







4,464



n/aTotal

$
75,205


$
(51,817
)

$
23,388






$
75,205


$
(49,185
)

$
26,020     (a)
    
    The calculation of the weighted
    average remaining useful life is based on the net book value and
    the remaining amortization period of each respective intangible
    asset.    Year Ending December 31:2010
    (October 1st

    to
    December 31st)

$
7622011


2,6272012


2,6272013


2,6272014


2,627Thereafter


7,654   10.
    Commitments
    and Contingencies  Investigations
    by United States Attorney for the District of South Carolina and
    the SEC
   18




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         19




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Directors &
    Officers Liability Insurance Coverage Litigation
  and/or
       20




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    agreed-upon
       21




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Roger
    H. Kaye and Roger H. Kaye, MD PC v. WebMD, LLC, et
    al.
  class-related
  Other
    Legal Proceedings
  Form 10-K,
  11.
    Stock-Based
    Compensation     22




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    WeightedWeighted

AverageAverage

Remaining

AggregateExercise Price

Contractual Life

IntrinsicShares

per Share

(In Years)

Value(1)Outstanding at January 1, 2010


22,428,953


$
29.67Granted


1,830,450



45.73Exercised


(11,654,611
)


27.30Cancelled


(1,909,366
)


58.87Outstanding at September 30, 2010


10,695,426


$
29.78



7.5


$
215,964Vested and exercisable at the end of the period


3,598,827


$
27.81



5.6


$
80,243     (1)
    
    The aggregate intrinsic value is
    based on the market price of the Companys common stock on
    September 30, 2010, which was $49.87, less the applicable
    exercise price of the underlying option. This aggregate
    intrinsic value represents the amount that would have been
    realized if all the option holders had exercised their options
    on September 30, 2010.    Nine Months EndedSeptember 30,2010

2009Expected dividend yield

0.0%

0.0%Expected volatility

0.33

0.38-0.56Risk-free interest rate

2.04%

1.48%Expected term (years)

4.8

3.4Weighted average fair value of options granted during the period

$14.53

$10.31  23




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Awards
    WeightedAverageGrant DateShares


Fair ValueBalance as of January 1, 2010


1,106,124


$
27.51Granted


279,775



46.55Vested


(145,776
)


25.64Forfeited


(16,106
)


24.48Balance as of September 30, 2010


1,224,017


$
32.12       Other
   24




---



##### Table of Contents



WEBMD
    HEALTH CORP.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Summary
    of Stock-Based Compensation Expense
    Three Months EndedSeptember 30,


Nine Months Ended September 30,2010


2009


2010


2009Plans:Stock options

$
5,821


$
6,821


$
16,335


$
20,369Restricted stock


2,714



2,377



6,694



7,745Other


269



131



576



323Total stock-based compensation expense

$
8,804


$
9,329


$
23,605


$
28,437Included in:Cost of operations

$
1,889


$
1,743


$
5,153


$
4,921Sales and marketing


1,867



1,948



5,749



5,499General and administrative


5,048



5,526



12,703



17,363Consolidated income from continuing operations


8,804



9,217



23,605



27,783Consolidated income from discontinued operations






112







654Total stock-based compensation expense

$
8,804


$
9,329


$
23,605


$
28,437       12.
    Other
    Income (Expense), Net    Three Months Ended September 30,


Nine Months Ended September 30,2010


2009


2010


2009Transition service
    fees(a)

$



$
(24
)

$



$
47Reduction of tax
    contingencies(b)


177



245



533



734Legal
    expense(c)


(70
)


(344
)


(625
)


(1,725
)Other income (expense), net

$
107


$
(123
)

$
(92
)

$
(944
)     (a)
    
    Represents the net fees received
    from (paid to) ViPS and EBSCo (businesses previously sold by the
    Company) in relation to their respective transition services
    agreements.(b)
    
    Represents the reduction of certain
    sales and use tax contingencies resulting from the expiration of
    various statutes.(c)
    
    Represents the costs and expenses
    incurred by the Company related to the investigation by the
    United States Attorney for the District of South Carolina and
    the SEC and the related Coverage Litigation. 25




---



##### Table of Contents



ITEM 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This Item 2 contains forward-looking statements with
    respect to possible events, outcomes or results that are, and
    are expected to continue to be, subject to risks, uncertainties
    and contingencies, including those identified in this Item. See
    Forward-Looking Statements on page 3.
  Overview
    
    Introduction.  This section provides a general
    description of our company, background information on certain
    trends, transactions and other developments affecting our
    company 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, 2009 filed with the
    Securities and Exchange Commission (which we refer to as the
    SEC).
    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
    September 30, 2010.
    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.    Introduction
  Our
    Company
  e-newsletters
 26




---



##### Table of Contents



e-detailing WebMD the Magazine
  Background
    Information on Certain Trends Influencing the Use of Our
    Services
    
    Use of the Internet by Consumers and
    Physicians.  The Internet has emerged as a major
    communications medium and has already fundamentally changed many
    sectors of the economy, including the marketing and sales of
    financial services, travel, and entertainment, among others. The
    Internet is also changing the healthcare industry and has
    transformed how consumers and physicians find and utilize
    healthcare information.  
    Healthcare consumers increasingly seek to educate themselves
    online about their healthcare related issues, motivated in part
    by the continued availability of new treatment options and in
    part by the larger share of healthcare costs they are being
    asked to bear due to changes in the benefit designs being
    offered by health plans and employers. The Internet has
    fundamentally changed the way consumers obtain health and
    wellness information, enabling them to have immediate access to
    searchable information and dynamic interactive content to check
    symptoms, assess risks, understand diseases, find providers and
    evaluate treatment options. According to a study of health
    information technology by the National Center for Health
    Statistics of the Centers for Disease Control and Prevention (or
    CDC), approximately 51% of United States adults aged
    18-64 had
    used the Internet to look up health information during the prior
    12 months, based on a survey conducted in the first half of
    2009. According to a June 2009 study by the Pew
    Internet & American Life Project, 61% of
    U.S. adults have searched for health information on the
    Internet (compared to 25% in a similar study in 2000) and
    approximately 37% of U.S. adults have accessed social media
    related to health.
    The Internet has also become a primary source of information for
    physicians seeking to improve clinical practice and is growing
    relative to traditional information sources, such as
    conferences, meetings and offline journals.  
    Increased Online Marketing and Education Spending for
    Healthcare Products.  Pharmaceutical,
    biotechnology and medical device companies spend large amounts
    each year marketing their products and educating consumers and
    physicians about them; however, only a small portion is
    currently spent on online services. We believe that these
    companies, which comprise the majority of the advertisers and
    sponsors of our public portals, are becoming increasingly aware
    of the effectiveness of the Internet relative to traditional
    media in providing health, clinical and product-related
    information to consumers and physicians, and this increasing
    awareness will result in increasing demand for our services.
    However, notwithstanding our general expectation for increased
    demand, our advertising and sponsorship revenue may vary
    significantly from quarter to quarter due to a number of
    factors, including general economic and regulatory conditions
    and the following:  
    The majority of our advertising and sponsorship contracts are
    for terms of approximately four to twelve months. We have
    relatively few longer term advertising and sponsorship contracts.
    The time between the date of initial contact with a potential
    advertiser or sponsor regarding a specific program and the
    execution of a contract with the advertiser or sponsor for that
    program 27




---



##### Table of Contents



may be subject to delays over which we have little or no
    control, including as a result of budgetary constraints of the
    advertiser or sponsor or their need for internal approvals.    
    Use of Health and Benefits Management
    Applications.  In a healthcare market where a
    greater share of the responsibility for healthcare costs and
    decision-making has been shifting to consumers, use of
    information technology (including personal health records) to
    assist consumers in making informed decisions about healthcare
    has also increased. We believe that through our WebMD Health and
    Benefits Manager tools, including our personal health record
    application, we are well positioned to play a role in this
    environment. However, our strategy depends, in part, on
    increasing usage of our private portal services by our employer
    and health plan clients employees and members and being
    able to demonstrate a sufficient return on investment and other
    benefits for our private portals clients from those services.
    Increasing usage of our private portal services requires us to
    continue to develop new and updated applications, features and
    services. In addition, we face competition in the area of
    healthcare decision-support tools and online health management
    applications and health information services. Many of our
    competitors have greater financial, technical, product
    development, marketing and other resources than we do, and may
    be better known than we are. We also expect that, for clients
    and potential clients that have been adversely affected by
    general economic conditions, we may continue to experience some
    reductions in initial contracts, contract expansions and
    contract renewals for our private portal services, as well as
    reductions in the size of existing contracts.
    Developments in Social Media and Other Internet
    Applications.  In the past several years, video
    and multimedia applications have become an increasingly
    important part of what users expect from Internet sites. In
    addition, consumers are increasingly using the Internet to
    access social media as a means to communicate and exchange
    information, including regarding health and wellness. Similarly,
    physicians and other healthcare professionals are increasingly
    participating in condition or topic specific community groups
    and other interactive applications. Consumers and healthcare
    professionals are also increasingly using handheld devices to
    access the Internet, with physicians increasingly using handheld
    devices in diagnosis and treatment at the point of care. We have
    invested and intend to continue to invest in software and
    systems that allow us to meet the demands of our users and
    sponsors, including customized content management and publishing
    technology to deliver interactive content, multimedia
    programming and personalized health applications that engage our
    users. The following are some of our recent and current
    initiatives to improve the user experience on our Websites,
    expand our services and increase our user base:  
    Physician Connect, our social networking platform for
    physicians, allows them to exchange information online on a
    range of topics, including patient care, drug information,
    healthcare-related legislation and practice management.
    Physicians can also create polls to assess the opinions of their
    colleagues on a range of topics. We also offer third parties the
    opportunity to sponsor Physician Connect discussions and polls
    so that they can gain insights into physicians attitudes
    and opinions of interest. By September 30, 2010, Physician
    Connect had attracted more than 135,000 physician members, a
    subset of Medscapes physician membership. Medscape from
    WebMDalso offers a variety of sponsored and unsponsored
    blogs where healthcare professionals can share their thoughts
    and opinions with the Medscape from WebMDcommunity.
    In March 2010, we launched The WebMD Community, a social
    networking initiative that gives consumers the ability to
    connect with health experts and with other WebMD members to
    exchange 28




---



##### Table of Contents



information, experiences and support. The WebMD Community is
    being integrated throughout each of the core content areas of
    WebMD.com, giving members the ability to safely and easily
    connect with others on topics that are most relevant to them. In
    addition to expert-led communities, members are empowered to
    create their own communities and to exchange information with
    other users. The WebMD Community also enables third party
    sponsors to create branded experiences and to host consumer
    discussions on specific health and wellness topics most
    important to them.  
    Medscape Mobile is a free medical application for physicians
    that includes Medscapes specialty-specific news,
    comprehensive drug information and clinical reference tools.
    Medscape Mobile also includes CME activities organized by
    specialty and designed for use on a mobile device. Medscape
    Mobile was launched for
    iPhone®

    and iPod
    touch®

    users in 2009. In April 2010, Medscape Mobile was launched on
    the
    Blackberry®

    platform. Medscape Mobile has attracted over 600,000 registered
    users since launch.
    WebMD Mobile is a free consumer application that allows
    consumers to access certain WebMD tools on an iPhone or iPad,
    including Symptom Checker, First Aid, and Pill Identifier
    applications, as well as other health information. It has been
    downloaded nearly three million times since launch.
    We are pursuing opportunities to expand the reach of our brands
    outside the United States. In October 2009, we launched our
    first major consumer portal outside the United States in
    partnership with Boots, the UKs leading pharmacy-led
    health and beauty retailer.  
    Healthcare Reform Legislation.  The Patient
    Protection and Affordable Care Act, as amended by the Health
    Care and Education Reconciliation Act of 2010 (which we refer to
    as the Reform Legislation), was signed into law in March 2010.
    The Reform Legislation makes extensive changes to the current
    system of healthcare insurance and benefits. In general, the
    Reform Legislation seeks to reduce healthcare costs and decrease
    the number of uninsured legal U.S. residents by, among
    other things, requiring individuals to carry, and certain
    employers to offer health insurance or be subject to penalties.
    The Reform Legislation also imposes new regulations on health
    insurers, including guaranteed coverage requirements,
    prohibitions on certain annual and all lifetime limits on
    amounts paid on behalf of or to plan members, increased
    restrictions on rescinding coverage, establishment of minimum
    medical loss ratio requirements, a requirement to cover
    preventive services on a first dollar basis, the establishment
    of state insurance exchanges and essential benefit packages, and
    greater limitations on how health insurers price certain of
    their products. The Reform Legislation also contains provisions
    that will affect the revenues and profits of pharmaceutical and
    medical device companies, including new taxes on certain sales
    of their products. Many of the provisions of the Reform
    Legislation that expand insurance coverage will not become
    effective until 2014 and many provisions require implementing
    regulations and interpretive guidance to be issued before they
    will be fully implemented. In addition, it is difficult to
    foresee how individuals and businesses will respond to the
    choices available to them under the Reform Legislation.
    Furthermore, the Reform Legislation will result in future state
    legislative and regulatory changes, which we are unable to
    predict at this time, in order for states to comply with certain
    provisions of the Reform Legislation and to participate in
    grants and other incentive opportunities. In addition, several
    states have filed lawsuits challenging the constitutionality of
    certain provisions of the Reform Legislation. Accordingly, while
    we do not currently anticipate any significant adverse effects
    on WebMD as a direct result of application of the Reform
    Legislation to our businesses or on our company in its capacity
    as an employer, we are unable to predict what the indirect
    impacts of the Reform Legislation will be on WebMDs
    businesses through its effects on other healthcare industry
    participants, including pharmaceutical and medical device
    companies that are advertisers and sponsors of our public
    portals and employers and health plans that are clients of our
    private portals. However, we believe that certain aspects of the
    Reform Legislation and future implementing regulations that seek
    to reduce healthcare costs may create opportunities for WebMD,
    including with respect to our personal health record
    applications and health and benefits decision-support tools and,
    more generally, with respect to our capabilities in providing
    health and wellness information and education. We cannot yet
    determine the scope of any such opportunities or what
    competition we may face in our efforts to pursue such
    opportunities. 29




---



##### Table of Contents



Background
    Information on Certain Transactions and Other Significant
    Developments
  Merger with HLTH.
       30




---



##### Table of Contents



Repurchase and Conversion of Convertible
    Notes. 1 8 1 8 1 8 1 8
  1 8
  Tender Offers.
  Sale of Porex; Senior Secured Notes.
  Auction Rate Securities.
 31




---



##### Table of Contents



Directors & Officers Liability Insurance Coverage
    Litigation. Directors & Officers Liability Insurance
    Coverage Litigation. and/or
        agreed-upon
 32




---



##### Table of Contents



Indemnification Obligations to Former Officers and Directors
    of EPS.
 33




---



##### Table of Contents



Seasonality
    Critical
    Accounting Policies and Estimates
        
    Revenue Recognition.  Revenue from advertising
    is recognized as advertisements are delivered or as publications
    are distributed. Revenue from sponsorship arrangements,
    information services and licenses of healthcare management tools
    and private portals as well as related health coaching services,
    are recognized ratably over the term of the applicable
    agreement. Revenue from the sponsorship of CME is recognized
    over the period we substantially complete our contractual
    deliverables as determined by the applicable agreements. When
    contractual arrangements contain multiple elements, revenue is
    allocated to each element based on its relative fair value
    determined using prices charged when elements are sold
    separately. In certain instances where fair value does not exist
    for all the elements, the amount of 34




---



##### Table of Contents



revenue allocated to the delivered elements equals the total
    consideration less the fair value of the undelivered elements.
    In instances where fair value does not exist for the undelivered
    elements, revenue is recognized when the last element is
    delivered.  
    Long-Lived Assets.  Our long-lived assets
    consist of property and equipment, goodwill and other intangible
    assets. Goodwill and other intangible assets arise from the
    acquisitions we have made. The amount assigned to intangible
    assets is subjective and based on fair value using exit price
    and market participant view, such as discounted cash flow and
    replacement cost models. Our long-lived assets, excluding
    goodwill and indefinite lived intangible assets, are amortized
    over their estimated useful lives, which we determine based on
    the consideration of several factors including the period of
    time the asset is expected to remain in service. We evaluate the
    carrying value and remaining useful lives of long-lived assets,
    excluding goodwill and indefinite lived intangible assets,
    whenever indicators of impairment are present. We evaluate the
    carrying value of goodwill and indefinite lived intangible
    assets annually, or whenever indicators of impairment are
    present. We use a discounted cash flow approach to determine the
    fair value of goodwill and indefinite lived intangible assets.
    Long-lived assets held for sale are reported at the lower of
    cost or fair value less cost to sell. There was no impairment of
    goodwill or indefinite lived intangible assets noted as a result
    of our impairment testing in 2009 for any of our continuing
    operations.
    Fair Value of Investments.  Through
    April 20, 2010, we held investments in ARS which were
    backed by student loans, 97% guaranteed under the Federal Family
    Education Loan Program (FFELP), and had credit ratings of AAA or
    Aaa when purchased. Historically, the fair value of our ARS
    holdings approximated par value due to the frequent auction
    periods, generally every 7 to 28 days, which provided
    liquidity to these investments. However, since February 2008,
    all auctions involving these securities have failed. The result
    of a failed auction is that these ARS holdings will continue to
    pay interest in accordance with their terms at each respective
    auction date; however, liquidity of the securities will be
    limited until there is a successful auction, the issuer redeems
    the securities, the securities mature or until such time as
    other markets for our ARS holdings develop.      
    Stock-Based Compensation.  Effective
    January 1, 2006, we adopted authoritative guidance which
    requires all share-based payments to employees, including grants
    of employee stock options, to be recognized as compensation
    expense over the service period (generally the vesting period)
    in the consolidated financial statements based on their fair
    values. The fair value of each option granted is estimated on
    the date of grant using the Black-Scholes option pricing model.
    The assumptions used in this model are expected dividend yield,
    expected volatility, risk-free interest rate and expected term. 35




---



##### Table of Contents



Unvested stock options and restricted stock awards that were
    granted prior to January 1, 2006 continued to be accounted
    for using the same grant date fair value and same expense
    attribution method used under previously issued authoritative
    guidance, except that all awards are recognized in the results
    of operations over the remaining vesting periods. As of
    September 30, 2010, there was approximately
    $75.9 million of unrecognized stock-based compensation
    expense (net of estimated forfeitures) related to unvested stock
    options and restricted stock awards held by employees, which is
    expected to be recognized over a weighted-average period of
    approximately 3.0 years, related to our stock-based
    compensation plans.  
    Deferred Tax Assets.  Our deferred tax assets
    are comprised primarily of net operating loss carryforwards.
    These net operating loss carryforwards may be used to offset
    taxable income in future periods, reducing the amount of taxes
    we might otherwise be required to pay. A significant portion of
    our net deferred tax assets, including the portion related to
    excess tax benefits of stock-based awards, are reserved for by a
    valuation allowance as required by relevant accounting
    literature. The remaining portion of our net deferred tax assets
    are no longer reserved for by a valuation allowance. Management
    determines the need for a valuation allowance by assessing the
    probability of realizing deferred tax assets, taking into
    consideration factors including historical operating results,
    expectations of future earnings and taxable income. Management
    will continue to evaluate the need for a valuation allowance in
    the future.
    Tax Contingencies.  Our tax contingencies are
    recorded to address potential exposures involving tax positions
    we have taken that could be challenged by tax authorities. These
    potential exposures result from applications of various
    statutes, rules, regulations and interpretations. Our estimates
    of tax contingencies reflect assumptions and judgments about
    potential actions by taxing jurisdictions. We believe that these
    assumptions and judgments are reasonable. However, our accruals
    may change in the future due to new developments in each matter
    and the ultimate resolution of these matters may be greater or
    less than the amount that we have accrued. Consistent with our
    historical financial reporting, we have elected to reflect
    interest and penalties related to uncertain tax positions as
    part of the income tax provision.  Recent
    Accounting Pronouncements
  Accounting
    Pronouncements to be Adopted in the Future
   36




---



##### Table of Contents



Results
    of Operations
    Three Months Ended September 30,


Nine Months Ended September 30,2010


2009


2010


2009$


%(a)


$


%(a)


$


%(a)


$


%(a)Revenue

$
135,305



100.0


$
111,568



100.0


$
366,042



100.0


$
300,463



100.0Cost of operations


47,610



35.2



41,965



37.6



135,972



37.1



117,759



39.2Sales and marketing


28,957



21.4



26,265



23.5



86,789



23.7



80,623



26.8General and administrative


22,964



17.0



21,967



19.7



62,350



17.0



65,818



21.9Depreciation and amortization


6,935



5.1



7,134



6.4



20,268



5.5



21,193



7.1Interest income


21







1,840



1.6



3,850



1.1



6,060



2.0Interest expense


1,797



1.3



5,541



5.0



10,106



2.8



17,858



5.9(Loss) gain on convertible notes


(2,232
)


(1.6
)










(16,970
)


(4.6
)


10,120



3.4Loss on investments


131



0.1











22,977



6.3







Other income (expense), net


107



0.1



(123
)


(0.1
)


(92
)






(944
)


(0.3
)Income from continuing operations before income tax provision
    (benefit)


24,807



18.3



10,413



9.3



14,368



3.9



12,448



4.1Income tax provision (benefit)


10,193



7.5



5,389



4.8



(4,140
)


(1.1
)


4,922



1.6Consolidated income from continuing operations


14,614



10.8



5,024



4.5



18,508



5.1



7,526



2.5Consolidated (loss) income from discontinued operations


(1,024
)


(0.8
)


27,462



24.6



(1,024
)


(0.3
)


14,695



4.9Consolidated net income inclusive of noncontrolling interest


13,590



10.0



32,486



29.1



17,484



4.8



22,221



7.4Income attributable to noncontrolling interest










(2,184
)


(2.0
)










(3,181
)


(1.1
)Net income attributable to Company stockholders

$
13,590



10.0


$
30,302



27.2


$
17,484



4.8


$
19,040



6.3     (a)
    
    Amounts may not add due to rounding.  e-detailing WebMD the
    Magazine
   37




---



##### Table of Contents




    Non-cash advertising expense.  Expense related
    to the use of our prepaid advertising inventory that we received
    from News Corporation in exchange for equity instruments that we
    issued in connection with an agreement we entered into with News
    Corporation in 1999 and subsequently amended in 2000. This
    non-cash advertising expense is included in sales and marketing
    expense as we use the asset for promotion of our brand.
    Non-cash stock-based compensation
    expense.  Expense related to the awards of all
    share-based payments to employees and non-employee directors,
    such as grants of employee stock options and restricted stock.
    Non-cash stock-based compensation expense is reflected in the
    same expense captions as the related salary cost of the
    respective employee.    Three Months EndedSeptember 30,


Nine Months Ended September 30,2010


2009


2010


2009Advertising expense included in:Sales and marketing

$



$



$



$
1,753Stock-based compensation expense included in:Cost of operations

$
1,889


$
1,743


$
5,153


$
4,921Sales and marketing


1,867



1,948



5,749



5,499General and administrative


5,048



5,526



12,703



17,363Income from continuing operations

$
8,804


$
9,217


$
23,605


$
27,783     Revenue
    Costs and
    Expenses
  Cost of Operations.
 38




---



##### Table of Contents



Sales and Marketing.
  General and Administrative.
  Depreciation and Amortization.
  Interest Income.
 39




---



##### Table of Contents



Interest Expense. 1 8 1 8
  (Loss) Gain on Convertible Notes. 1 8 1 8
  1 8
  Loss on Investments.
  Other Income (Expense), Net.
  Income Tax Provision (Benefit).
  Consolidated (Loss) Income from Discontinued Operations, Net
    of Tax.
 40




---



##### Table of Contents



Income Attributable to Noncontrolling
    Interest.
  Supplemental
    Financial and Operating Information
    Three Months EndedSeptember 30,


Nine Months Ended September 30,2010


2009


2010


2009RevenuePublic portal advertising and sponsorship

$
113,078


$
89,414


$
299,927


$
232,695Private portal services


22,227



22,154



66,115



67,768$
135,305


$
111,568


$
366,042


$
300,463Earnings before interest, taxes, non-cash and other items
    (Adjusted EBITDA)

$
44,578


$
30,564


$
104,536


$
65,846Interest, taxes, non-cash and other itemsInterest income


21



1,840



3,850



6,060Interest expense


(1,797
)


(5,541
)


(10,106
)


(17,858
)Income tax benefit (provision)


(10,193
)


(5,389
)


4,140



(4,922
)Depreciation and amortization


(6,935
)


(7,134
)


(20,268
)


(21,193
)Non-cash stock-based compensation


(8,804
)


(9,217
)


(23,605
)


(27,783
)Non-cash advertising














(1,753
)(Loss) gain on convertible notes


(2,232
)






(16,970
)


10,120Gain (loss) on investment


(131
)






(22,977
)


Other income (expense), net


107



(99
)


(92
)


(991
)Consolidated income from continuing operations


14,614



5,024



18,508



7,526Consolidated (loss) income from discontinued operations, net of
    tax


(1,024
)


27,462



(1,024
)


14,695Consolidated net income inclusive of noncontrolling interest


13,590



32,486



17,484



22,221Income attributable to noncontrolling interest






(2,184
)






(3,181
)Net income attributable to Company stockholders

$
13,590


$
30,302


$
17,484


$
19,040  41




---



##### Table of Contents



Public Portal Advertising and
    Sponsorship.
  Private Portal Services.
  Adjusted EBITDA.
  Explanatory Note Regarding Adjusted
    EBITDA.  Adjusted EBITDA is a non-GAAP financial
    measure and should be viewed as supplemental to, and not as an
    alternative for, income (loss) from continuing
    operations or net income (loss) calculated in
    accordance with GAAP. Our management uses Adjusted EBITDA as an
    additional measure of performance for purposes of business
    decision-making, including developing budgets, managing
    expenditures, and evaluating potential acquisitions or
    divestitures.
    Period-to-period
    comparisons of Adjusted EBITDA help our management identify
    additional trends in financial results that may not be shown
    solely by
    period-to-period
    comparisons of income (loss) from continuing operations or net
    income (loss). In addition, we use Adjusted EBITDA in the
    incentive compensation programs applicable to many of our
    employees in order to evaluate our performance. We believe that
    the presentation of Adjusted EBITDA is useful to investors in
    their analysis of our results for reasons similar to the reasons
    why our management finds it useful and because it helps
    facilitate investor understanding of decisions made by our
    management in light of the performance metrics used in making
    those decisions. In addition, we believe that providing Adjusted
    EBITDA, together with a reconciliation of Adjusted EBITDA to
    income (loss) from continuing operations or to net income
    (loss), helps investors make comparisons between us and other
    companies that may have different capital structures, different
    effective income tax rates and tax attributes, different
    capitalized asset values
    and/or
    different forms of employee compensation. Please see the
    Explanation of Non-GAAP Financial Information
    filed as Exhibit 99.1 to this Quarterly Report for
    additional background information regarding our use of Adjusted
    EBITDA. Exhibit 99.1 is incorporated in this MD&A by
    this reference.
  Liquidity
    and Capital Resources
   42




---



##### Table of Contents



1 8 1 8
   43




---



##### Table of Contents



Factors
    That May Affect Our Future Financial Condition or Results of
    Operations
      Risks
    Related to Our Operations and the Healthcare Content We
    Provide
  If we are
    unable to provide content and services that attract and retain
    users to The WebMD Health Network on a consistent basis, our
    advertising and sponsorship revenue could be reduced
  The WebMD Health Network
 44




---



##### Table of Contents




    our ability to hire and retain qualified authors, journalists
    and independent writers;
    our ability to license quality content from third
    parties; and
    our ability to monitor and respond to increases and decreases in
    user interest in specific topics.  The WebMD Health Network The WebMD Health Network,
  Developing
    and implementing new and updated features and services for our
    public and private portals and our mobile applications may be
    more difficult than expected, may take longer and cost more than
    expected, and may not result in sufficient increases in revenue
    to justify the costs
    and/or
  We face
    significant competition for our healthcare information products
    and services
    
    Our public portals and mobile applications face competition from
    numerous other companies, both in attracting users and in
    generating revenue from advertisers and sponsors. We compete for
    users with online services and Websites that provide
    health-related information, including both commercial sites and
    not-for-profit
    sites. We compete for advertisers and sponsors with:
    health-related Websites; general purpose consumer Websites that
    offer specialized health
    sub-channels;
    other high-traffic Websites that include both healthcare-related
    and non-healthcare-related content and services; search engines
    that provide specialized health search; and advertising networks
    that aggregate traffic from multiple sites. Our public portals
    also face competition from offline publications and information
    services.
    Our private portals compete with: providers of healthcare
    decision-support tools and online health management
    applications, including personal health records; wellness and
    disease management vendors; and health information services and
    health management offerings of healthcare benefits companies and
    their affiliates.   45




---



##### Table of Contents



Failure
    to maintain and enhance the WebMD brand could have a
    material adverse effect on our business
    Our
    online businesses have a limited operating history
    Our
    failure to attract and retain qualified executives and employees
    may have a material adverse effect on our business
    The
    timing of our advertising and sponsorship revenue may vary
    significantly from quarter to quarter and is subject to factors
    beyond our control, including regulatory changes affecting
    advertising and promotion of drugs and medical devices and
    general economic conditions
      
    the timing of FDA approval for new products or for new approved
    uses for existing products;
    the timing of FDA approval of generic products that compete with
    existing brand name products; 46




---



##### Table of Contents




    the timing of withdrawals of products from the market;
    the timing of rollouts of new or enhanced services on our public
    portals;
    seasonal factors relating to the prevalence of specific health
    conditions and other seasonal factors that may affect the timing
    of promotional campaigns for specific products; and
    the scheduling of conferences for physicians and other
    healthcare professionals.  We may be
    unsuccessful in our efforts to increase advertising and
    sponsorship revenue from consumer products companies
    Lengthy
    sales and implementation cycles for our private online portals
    make it difficult to forecast our revenues from these
    applications and may have an adverse impact on our
    business
      Our
    ability to provide comparative information on hospital cost and
    quality depends on our ability to obtain the required data on a
    timely basis and, if we are unable to do so, our private portal
    services would be less attractive to clients
   47




---



##### Table of Contents



Our
    ability to renew existing agreements with employers and health
    plans will depend, in part, on our ability to continue to
    increase usage of our private portal services by their employees
    and plan members
    We may be
    subject to claims brought against us as a result of content we
    provide
      Expansion
    to markets outside the United States will subject us to
    additional risks
    
    challenges caused by language and cultural differences;
    difficulties in staffing and managing operations from a distance; 48




---



##### Table of Contents




    uncertainty regarding liability for services and content;
    burdens of complying with a wide variety of legal, regulatory
    and market requirements;
    variability of economic and political conditions, including the
    extent of the impact of adverse economic conditions in markets
    outside the United States;
    tariffs or other trade barriers;
    fluctuations in currency exchange rates;
    potentially adverse tax consequences, including restrictions on
    repatriation of earnings; and
    difficulties in protecting intellectual property.    Risks
    Related to the Internet and Our Technological
    Infrastructure
  Any
    service interruption or failure in the systems that we use to
    provide online services could harm our business
      
    damage from fire, power loss and other natural disasters;
    communications failures;
    software and hardware errors, failures and crashes;
    security breaches, computer viruses and similar disruptive
    problems; and
    other potential service interruptions.      Implementation
    of additions to or changes in hardware and software platforms
    used to deliver our online services may result in performance
    problems and may not provide the additional functionality that
    was expected
   49




---



##### Table of Contents



If the
    systems we use to provide online portals experience security
    breaches or are otherwise perceived to be insecure, our business
    could suffer
  denial-of-service
  Our
    online services are dependent on the development and maintenance
    of the Internet infrastructure
  denial-of-service
    Third
    parties may challenge the enforceability of our online
    agreements
   50




---



##### Table of Contents



We could
    be subject to breach of warranty or other claims by clients of
    our online portals if the software and systems we use to provide
    them contain errors or experience failures
        Risks
    Related to the Healthcare Industry, Healthcare Regulation and
    Internet Regulation
  Developments
    in the healthcare industry could adversely affect our
    business
    
    government regulation or private initiatives that affect the
    manner in which healthcare providers interact with patients,
    payers or other healthcare industry participants, including
    changes in pricing or means of delivery of healthcare products
    and services;
    consolidation of healthcare industry participants;
    reductions in governmental funding for healthcare; and
    adverse changes in business or economic conditions affecting
    healthcare payers or providers, pharmaceutical, biotechnology or
    medical device companies or other healthcare industry
    participants.      
    changes in the design of health insurance plans;
    a decrease in the number of new drugs or medical devices coming
    to market; and
    decreases in marketing expenditures by pharmaceutical or medical
    device companies, including as a result of governmental
    regulation or private initiatives that discourage or prohibit
    advertising or sponsorship activities by pharmaceutical or
    medical device companies.   51




---



##### Table of Contents



Recently
    enacted federal health care reform legislation could adversely
    affect our healthcare industry customers and clients, causing
    them to reduce expenditures, including expenditures for our
    services
      Government
    regulation of healthcare creates risks and challenges with
    respect to our compliance efforts and our business
    strategies
    
    Regulation of Drug and Medical Device Advertising and
    Promotion.  The WebMD Health Networkprovides
    services involving advertising and promotion of prescription and
    over-the-counter
    drugs and 52




---



##### Table of Contents



medical devices. If the Food and Drug Administration (FDA) or
    the Federal Trade Commission (FTC) finds that any information on
    The WebMD Health Network, in our mobile applications, or
    in WebMD the Magazineviolates applicable regulations,
    they may take regulatory or judicial action against us
    and/or the
    advertiser or sponsor of that information. State attorneys
    general may also take similar action based on their states
    consumer protection statutes. Any increase or change in
    regulation of drug or medical device advertising and promotion
    could make it more difficult for us to contract for sponsorships
    and advertising. We cannot predict what actions the FDA or
    industry participants may take in the future. It is also
    possible that new laws would be enacted that impose restrictions
    on such advertising. In addition, recent private industry
    initiatives have resulted in voluntary restrictions, which
    advertisers and sponsors have agreed to follow. Our advertising
    and sponsorship revenue could be materially reduced by
    additional restrictions on the advertising of prescription drugs
    and medical devices to consumers, whether imposed by law or
    regulation or required under policies adopted by industry
    members.  
    Anti-kickback Laws.  There are federal and
    state laws that govern patient referrals, physician financial
    relationships and inducements to healthcare providers and
    patients. The federal healthcare programs anti-kickback
    law prohibits any person or entity from offering, paying,
    soliciting or receiving anything of value, directly or
    indirectly, for the referral of patients covered by Medicare,
    Medicaid and other federal healthcare programs or the leasing,
    purchasing, ordering or arranging for or recommending the lease,
    purchase or order of any item, good, facility or service covered
    by these programs. Many states also have similar anti-kickback
    laws that are not necessarily limited to items or services for
    which payment is made by a federal healthcare program. These
    laws are applicable to manufacturers and distributors and,
    therefore, may restrict how we and some of our customers market
    products to healthcare providers, including
    e-details.
    Any determination by a state or federal regulatory agency that
    any of our practices violate any of these laws could subject us
    to civil or criminal penalties and require us to change or
    terminate some portions of our business and could have an
    adverse effect on our business. Even an unsuccessful challenge
    by regulatory authorities of our practices could result in
    adverse publicity and be costly for us to respond to.
    False Claims Laws.  The Federal False Claims
    Act imposes liability on any person or entity who, among other
    things, knowingly presents, or causes to be presented, a false
    or fraudulent claim for payment by a Federal healthcare program.
    In addition, various states have enacted false claim laws
    analogous to the Federal False Claims Act, and many of these
    states laws apply where a claim is submitted to any third-party
    payor and not merely a federal healthcare program. When an
    entity is determined to have violated the Federal False Claims
    Act, it may be required to pay up to three times the actual
    damages sustained by the government plus civil penalties. In
    recent years an increasing number of Federal False Claims Act
    cases have been brought against drug manufacturers and resulted
    in significant monetary settlements and imposition of federally
    supervised corporate integrity agreements in circumstances that
    include allegations that company-sponsored CME was unlawful
    off-label promotion. Any action against us for violation of
    these laws could cause us to incur significant legal expenses
    and may adversely affect our ability to operate our business.
    Medical Professional Regulation.  The practice
    of most healthcare professions requires licensing under
    applicable state law. In addition, the laws in some states
    prohibit business entities from practicing medicine. If a state
    determines that some portion of our business violates these
    laws, it may seek to have us discontinue those portions or
    subject us to penalties or licensure requirements. Any
    determination that we are a healthcare provider and have acted
    improperly as a healthcare provider may result in liability to
    us.
    GINA.  The Genetic Information
    Nondiscrimination Act (GINA) prohibits discrimination based on
    genetic information in employment and in health insurance
    coverage. The law applies to our private portal customers,
    including both employers and group health plans. WebMDs
    Health Risk Assessment (or HRA), HealthQuotient, is typically
    offered to employees as a voluntary component of their
    employer-sponsored wellness program. Title I of GINA can
    have significant implications for wellness programs offered by
    group health plans in that it prohibits the collection of
    genetic information, which 53




---



##### Table of Contents



includes an individuals family medical history, prior to
    or in connection with enrollment or for underwriting purposes.
    Underwriting purposes includes providing incentives or rewards
    for completion of an HRA that requests genetic information.
    Title II of GINA prohibits employment discrimination based
    on genetic information as well as the request or purchase of
    genetic information of employees or their family members with
    limited exceptions, including a limited exception for voluntary
    wellness programs. WebMD may face challenges as a result of
    varying interpretations of the law by the multiple enforcing
    agencies including the U.S. Departments of Health and Human
    Services (HHS), Labor and Treasury and the Equal
    Employment Opportunity Commission. It is possible that the final
    regulations may require modifications to our HealthQuotient
    product to either eliminate or revise the family history
    section. Interpretations of the law may increase operational
    costs or decrease demand for our product.  Government
    regulation of the Internet could adversely affect our
    business
      Failure
    to comply with laws relating to privacy and security of personal
    information, including personal health information, could result
    in liability to us and concerns about privacy-related issues
    could damage our reputation and our business
   54




---



##### Table of Contents



Failure
    to maintain CME accreditation could adversely affect Medscape,
    LLCs ability to provide online CME offerings
       55




---



##### Table of Contents



Government
    regulation and industry initiatives could adversely affect the
    volume of sponsored online CME programs implemented through our
    Websites or require changes to how Medscape, LLC offers
    CME
  and/or
    
    may discourage pharmaceutical companies from providing grants
    for independent educational activities;
    may slow their internal approval for such grants;
    may reduce the volume of sponsored educational programs that
    Medscape, LLC produces to levels that are lower than in the
    past, thereby reducing revenue; and
    may require Medscape, LLC to make changes to how it offers or
    provides educational programs, including CME.      Other
    Risks Applicable to Our Company and to Ownership of Our
    Securities
  Provisions
    in our organizational documents and Delaware law may inhibit a
    takeover, which could adversely affect the value of our Common
    Stock
    If
    certain transactions occur with respect to our capital stock,
    limitations may be imposed on our ability to utilize net
    operating loss carryforwards and tax credits to reduce our
    income taxes
     56




---



##### Table of Contents



We may
    not be successful in protecting our intellectual property and
    proprietary rights
    Third
    parties may claim that we are infringing their intellectual
    property, and we could suffer significant litigation or
    licensing expenses or be prevented from providing certain
    services, which may harm our business
    Acquisitions,
    business combinations and other transactions may be difficult to
    complete and, if completed, may have negative consequences for
    our business and our security holders
    
    cash and cash equivalents on hand and marketable securities;
    proceeds from the incurrence of indebtedness; and
    proceeds from the issuance of common stock, preferred stock,
    convertible debt or of other securities.    
    cause substantial dilution of the percentage ownership of our
    stockholders at the time of the issuance;
    cause substantial dilution of our earnings per share;
    subject us to the risks associated with increased leverage,
    including a reduction in our ability to obtain financing or an
    increase in the cost of any financing we obtain; 57




---



##### Table of Contents




    subject us to restrictive covenants that could limit our
    flexibility in conducting future business activities; and
    adversely affect the prevailing market price for our outstanding
    securities.    Our
    business will suffer if we fail to successfully integrate
    acquired businesses and technologies or to assess the risks in
    particular transactions
    
    our ability to maintain relationships with the customers of the
    acquired business;
    our ability to retain or replace key personnel of the acquired
    business;
    potential conflicts in sponsor or advertising relationships or
    in relationships with strategic partners;
    our ability to coordinate organizations that are geographically
    diverse and may have different business cultures; and
    compliance with regulatory requirements.      We may
    not be able to raise additional funds when needed for our
    business or to exploit opportunities
     58




---



##### Table of Contents



ITEM 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Sensitivity
      1 8
  ITEM 4.
    Controls
    and Procedures  Rule 13a-15(b), Rule 13a-15(e),
  Rule 13a-15(d),
 59




---



##### Table of Contents



PART II
    OTHER INFORMATION  ITEM 1.
    Legal
    Proceedings    ITEM 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Issuer
    Purchases of Equity Securities
  Total Number





Total Number of Shares


Approximate Dollar Value of Sharesof Shares


Average Price


Purchased as Part of Publicly


that May Yet Be Purchased UnderPeriod

Purchased(1)


Paid per Share


Announced Plans or
    Programs(2)


the Plans or
    Programs(3)07/01/10 - 07/31/10





$







$
15,085,94608/01/10 - 08/31/10


395


$
50.94






$
171,085,94609/01/10 - 09/30/10


3,000,097
(2)

$
52.00



3,000,000


$
15,085,946Total


3,000,492


$
52.00



3,000,000     (1)
    
    Includes the following number of
    shares withheld from WebMD Restricted Common Stock that vested
    during the respective periods in order to satisfy withholding
    tax requirements related to the vesting of the awards: 395 in
    August and 97 in September. The value of these shares was
    determined based on the closing price of WebMD Common Stock on
    the date of vesting.(2)
    
    WebMD purchased
    3,000,000 shares of WebMD Common Stock at $52.00 per share
    pursuant to a tender offer announced in August 2010 and
    completed in September 2010. For additional information see
    Note 8 to the Consolidated Financial Statements included in
    Item 1 of this Quarterly Report.(3)
    
    In each period, $15,085,946 relates
    to the repurchase program that WebMD announced in December 2008,
    at which time WebMD was authorized to use up to $30 million
    to purchase shares of its common stock from time to time. For
    additional information see Note 8 to the Consolidated
    Financial Statements included in Item 1 of this Quarterly
    Report. The remainder in August relates to the authorization to
    purchase, at $52.00 per share, 3,000,000 shares of WebMD
    Common Stock pursuant to the tender offer referred to above in
    footnote 2 to this table, for a total purchase price of
    $156,000,000.  ITEM 6.
    Exhibits  page E-1
 60




---



##### Table of Contents



SIGNATURES    WebMD Health Corp.
  By:
    /s/  Anthony
    Vuolo   Chief Operating Officer and
 Chief Financial Officer
   61




---



##### Table of Contents



EXHIBIT INDEX  Exhibit No.

Description3
.1

Restated Certificate of Incorporation of the Registrant
    (incorporated by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-8
    filed on October 23, 2009
    (Reg. No. 333-162651))3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 to the Registrants
    Registration Statement on
    Form S-8
    filed on October 23, 2009
    (Reg. No. 333-162651))4
.1

WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive
    Plan (incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed on October 27, 2010)*31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of Registrant31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of Registrant32
.1

Section 1350 Certification of Chief Executive Officer of
    Registrant32
.2

Section 1350 Certification of Chief Financial Officer of
    Registrant99
.1

Explanation of Non-GAAP Financial Measures     *
    
    Agreement relates to executive compensation. E-1