8-K

UNITED STATES
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

October 12, 2004

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED OCTOBER 12, 2004

Item 2.02. Results of Operations and Financial Condition

     On October 12, 2004, WebMD Corporation issued a press release regarding certain items to be included in its results for the third quarter of 2004. 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 Exchange 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.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibit is furnished herewith:

99.1 Press Release issued by WebMD Corporation, dated October 12, 2004, regarding certain items to be included in its results for the third quarter of 2004

2

SIGNATURE

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

	WEBMD CORPORATION
Dated: October 13, 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 October 12, 2004, regarding certain items to be included in its results for the third quarter of 2004

4

EX-99.1

Exhibit 99.1

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

WEBMD ANNOUNCEMENT

ELMWOOD PARK, NJ (October 12, 2004) – WebMD Corporation (Nasdaq: HLTH) announced today that it settled its lawsuit against the landlord of a property that WebMD’s prior management leased in 2000, but never occupied, for its then Santa Clara, California operations. Under the terms of the settlement, the original lease, which provided for aggregate remaining rent payments of approximately $45 million over the next eight years, was terminated and WebMD made a cash payment to the landlord of approximately $23 million.

This lease termination is part of the restructuring plan announced by WebMD in September 2000. WebMD will take an incremental charge of approximately $4.5 million in the third quarter of 2004 in connection with the settlement. The remainder of the cost was previously expensed. There are no other outstanding items related to WebMD’s 2000 restructuring plan.

In addition, WebMD announced that its results for the third quarter of 2004 will include approximately $2.3 million in expenses related to the previously announced investigation by the Department of Justice.

As previously announced, the expenses relating to the DOJ investigation were not included in the guidance provided by WebMD in early August for its third quarter results. In addition, the incremental charge related to the recent litigation settlement was not included in that guidance. These items will reduce WebMD’s earnings per share for the third quarter by approximately $0.02.

Third Quarter Financial Results to be Released on November 4, 2004

As previously announced, WebMD will announce its financial results for the quarter ended September 30, 2004 on November 4, 2004 at approximately 4:00 pm EST. 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 administrative, financial and clinical software and related services to the nation’s medical practices. WebMD Business Services 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 plastic products and components used in healthcare, industrial and consumer applications.

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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. 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.