8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

January 27, 2004

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

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

TABLE OF CONTENTS

EX-99.1 Press Release dated January 27, 2004

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits
	The following exhibit is furnished herewith:
	99.1	Press Release issued by WebMD Corporation, dated January 27, 2004, regarding purchase of Physicians’ Online, certain items to be included in results for the fourth quarter of 2003 and the date scheduled for release of financial information

ITEM 12.     DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On January 27, 2004, WebMD Corporation issued a press release regarding its purchase of Physicians’ Online, certain items to be included in its results for the fourth quarter of 2003 and the date that it expects to announce its results for that quarter and the 2003 fiscal year. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

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

	WEBMD CORPORATION
Dated: January 27, 2004	By:	/s/ Lewis H. Leicher Lewis H. Leicher Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release issued by WebMD Corporation, dated January 27, 2004, regarding purchase of Physicians’ Online, certain items to be included in results for the fourth quarter of 2003 and the date scheduled for release of financial information

4 EX-99.1 3 g86878exv99w1.txt EX-99.1 PRESS RELEASE DATED JANUARY 27, 2004 Contacts: Investors: Media: Risa Fisher Jennifer Meyer rfisher@webmd.net jmeyer@webmd.net 201-414-2002 212-624-3912 WEBMD CORPORATION ANNOUNCES PURCHASE OF PHYSICIANS' ONLINE COST OF PURCHASE AND OTHER ITEMS TO BE INCLUDED IN FOURTH QUARTER RESULTS ELMWOOD PARK, NJ (JANUARY 27, 2004) - WebMD Corporation (Nasdaq: HLTH) today announced that it has purchased the Internet portal resources of Physicians' Online, LLC, a subsidiary of Andrx Corporation (NASDAQ: ADRX). Physicians' Online is a leading portal of authenticated physicians providing professional communications, peer-to-peer discussions, up-to-date medical information and other resources. WebMD paid $2.0 million in cash in late December 2003, of which approximately $1.9 million will be accounted for in the fourth quarter of 2003 as membership acquisition costs, which, in accordance with WebMD's accounting practices, are expensed as incurred. Commenting on the purchase, Roger C. Holstein, Chief Executive Officer of WebMD Corporation, said, "Although our operating margins at WebMD Health will reflect the incremental expenses in the fourth quarter, we believed it was a unique opportunity to be able to add the Physicians' Online community of doctors to our WebMD Medscape Health Network. The WebMD Medscape Health Network is distinguished from its distant competition and is the only significant channel on the Web to reach the nation's most active physicians. The WebMD Medscape Health Network is a unique and powerful method for pharmaceutical and medical device companies as well as employers, health plans and others in healthcare to educate and communicate with the nation's largest integrated community of online physicians and patients." WebMD also announced today that its results for the fourth quarter of 2003 will include: approximately $3.5 million in expenses relating to the previously announced investigation by The United States Attorney for the District of South Carolina; a loss of approximately $1.6 million on certain investments liquidated prior to their maturities in order to fund WebMD's acquisition of Medifax-EDI in late December; and a gain of approximately $3.1 million on the sale of certain real estate assets in late December. These amounts and the cost of the Physicians' Online purchase were not included in the guidance provided by WebMD in early November for its fourth quarter results. Although these expenses were not previously included in the financial guidance, WebMD did previously disclose that it expected the expenses relating to the investigation would be significant. YEAR END 2003 FINANCIAL RESULTS TO BE RELEASED ON MARCH 4, 2004 WebMD will announce its financial results for the quarter ended December 31, 2003 on March 4, 2004 at approximately 4:00 pm EST after the completion of the Company's year-end audit. WebMD will hold a conference call with investors and analysts on that day at 4:45 pm (EST). A live audio webcast of the call will be available at www.webmd.com (in the About WebMD section of the site). ABOUT WEBMD WebMD Corporation provides services that help physicians, consumers, providers and health plans navigate the complexity of the healthcare system. Our products and services streamline administrative and clinical processes, promote efficiency and reduce costs by facilitating information exchange, communication and electronic transactions between healthcare participants. WebMD Health is a leading provider of online information, educational services and communities for physicians and consumers. WebMD Practice Services is a leading provider of physician practice management software and related services. WebMD Envoy is a leader in payer and healthcare provider transaction processing and reimbursement cycle management services. Porex is a developer, manufacturer and distributor of proprietary porous and solid plastic products and components used in healthcare, industrial and consumer applications. All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding our guidance on future financial results and other projections or measures of future performance of WebMD; the amount and timing of the benefits expected from the transactions referred to in this press release; potential changes in WebMD's business relationships; future deployment of applications; and other potential sources of additional revenue. These statements are based on WebMD's current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of WebMD's products and services; operational difficulties relating to combining acquired companies and businesses; WebMD's ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including the manner and timing of implementation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the healthcare industry's responses; and the ability of WebMD to attract and retain qualified personnel. Further information about these matters can be found in WebMD's Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

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


                      WEBMD CORPORATION ANNOUNCES PURCHASE
                              OF PHYSICIANS' ONLINE

    COST OF PURCHASE AND OTHER ITEMS TO BE INCLUDED IN FOURTH QUARTER RESULTS

ELMWOOD PARK, NJ (JANUARY 27, 2004) - WebMD Corporation (Nasdaq: HLTH) today
announced that it has purchased the Internet portal resources of Physicians'
Online, LLC, a subsidiary of Andrx Corporation (NASDAQ: ADRX). Physicians'
Online is a leading portal of authenticated physicians providing professional
communications, peer-to-peer discussions, up-to-date medical information and
other resources. WebMD paid $2.0 million in cash in late December 2003, of which
approximately $1.9 million will be accounted for in the fourth quarter of 2003
as membership acquisition costs, which, in accordance with WebMD's accounting
practices, are expensed as incurred.

Commenting on the purchase, Roger C. Holstein, Chief Executive Officer of WebMD
Corporation, said, "Although our operating margins at WebMD Health will reflect
the incremental expenses in the fourth quarter, we believed it was a unique
opportunity to be able to add the Physicians' Online community of doctors to our
WebMD Medscape Health Network. The WebMD Medscape Health Network is
distinguished from its distant competition and is the only significant channel
on the Web to reach the nation's most active physicians. The WebMD Medscape
Health Network is a unique and powerful method for pharmaceutical and medical
device companies as well as employers, health plans and others in healthcare to
educate and communicate with the nation's largest integrated community of online
physicians and patients."

WebMD also announced today that its results for the fourth quarter of 2003 will
include: approximately $3.5 million in expenses relating to the previously
announced investigation by The United States Attorney for the District of South
Carolina; a loss of approximately $1.6 million on certain investments liquidated
prior to their maturities in order to fund WebMD's acquisition of Medifax-EDI in
late December; and a gain of approximately $3.1 million on the sale of certain
real estate assets in late December. These amounts and the cost of the
Physicians' Online purchase were not included in the guidance provided by WebMD
in early November for its fourth quarter results. Although these expenses were
not previously included in the financial guidance, WebMD did previously disclose
that it expected the expenses relating to the investigation would be
significant.



YEAR END 2003 FINANCIAL RESULTS TO BE RELEASED ON MARCH 4, 2004

WebMD will announce its financial results for the quarter ended December 31,
2003 on March 4, 2004 at approximately 4:00 pm EST after the completion of the
Company's year-end audit. WebMD will hold a conference call with investors and
analysts on that day at 4:45 pm (EST). A live audio webcast of the call will be
available at www.webmd.com (in the About WebMD section of the site).



ABOUT WEBMD

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

WebMD Health is a leading provider of online information, educational services
and communities for physicians and consumers. WebMD Practice Services is a
leading provider of physician practice management software and related services.
WebMD Envoy is a leader in payer and healthcare provider transaction processing
and reimbursement cycle management services.

Porex is a developer, manufacturer and distributor of proprietary porous and
solid plastic products and components used in healthcare, industrial and
consumer applications.



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