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

January 27, 2005

Date of Report (Date of earliest event reported)

WEBMD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 0-24975
(Commission File Number) 94-3236644
(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 7.01. Regulation FD Disclosure
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE
EX-99.2 2005 FINANCIAL GUIDANCE SUMMARY

     All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: WebMD’s guidance on future financial results and other projections or measures of future performance of WebMD; the planned IPO of WebMD Health equity or split-off of WebMD Health; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; the prospects for new applications of porous plastics and other porous media; 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 matters relating to 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 other Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

*       *       *       *

     Exhibit 99.2 furnished with this Current Report on Form 8-K includes forward-looking financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP forward-looking financial measures, each of which is expected to be discussed on the Analyst and Investor Conference Call referred to in Exhibit 99.1. The non-GAAP financial measures include: WebMD’s income before taxes, non-cash and other items; and related per share amounts. Forward-looking income per share before taxes, non-cash and other items is based on 330 million shares, which is also the projected weighted-average shares outstanding used in computing forward-looking net income per share. Exhibit 99.2 to this Current Report includes a reconciliation of forward-looking non-GAAP information to forward-looking GAAP financial information. WebMD believes that the above non-GAAP measures, and changes in those measures, are meaningful indicators of WebMD’s performance and provide additional information that WebMD management finds useful in evaluating such performance and in planning for future periods. Accordingly, WebMD believes that such additional information may be useful to investors. The non-GAAP financial measures should be viewed as supplemental to, and not as an alternative for, the GAAP financial measures.

Item 2.02. Results of Operations and Financial Condition

     In its prepared remarks during the conference call referred to in Exhibit 99.1, WebMD will state that it is comfortable with the consolidated guidance for the Fourth Quarter of 2004 furnished in Exhibit 99.3 to the Current Report on Form 8-K filed on November 4, 2004, with the caveat that the mix was slightly different than our expectations. WebMD Practice Services somewhat underperformed expectations in the quarter but this was at least offset by stronger than anticipated performance at WebMD Business Services. WebMD will provide more information regarding the Fourth Quarter of 2004 when it releases results in early March. The information contained in this Item 2.02 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be

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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 7.01. Regulation FD Disclosure

     On January 27, 2005, WebMD Corporation issued a press release announcing, among other things, financial guidance for 2005. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and 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.

     Exhibit 99.2 to this Current Report includes a summary of forward-looking financial information expected to be discussed on the previously announced conference call with investors and analysts to be held by WebMD at 4:45 pm (Eastern time) today. The call can be accessed at www.webmd.com (in the About WebMD section) and a replay will be available at the same location. Exhibit 99.2 is being “furnished” and 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 8.01. Other Events

     On January 27, 2005, WebMD announced that Andrew Corbin, in addition to his role as Chief Financial Officer of WebMD Corporation, has been named interim President of WebMD Practice Services, our physician administrative, financial and clinical software services business. Mr. Corbin replaces Tom Stampiglia who has served as President of WebMD Practice Services since April 2003. A search for a permanent replacement is underway.

*       *       *

     In its prepared remarks during the conference call referred to in Exhibit 99.1, WebMD plans to provide the following update regarding its previously announced plan to take WebMD Health public:

In our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, we indicated that WebMD had decided to take the steps necessary to sell approximately 10% of the equity of WebMD Health in an initial public offering. After additional discussions with outside counsel and investment bankers, our Board of Directors is considering two alternatives: an initial public offering of WebMD Health equity; and a split-off through an exchange transaction with WebMD stockholders. Each alternative offers certain potential advantages for our stockholders, which our Board continues to review.

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Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibits are furnished herewith:

99.1	Press Release issued by WebMD Corporation, dated January 27, 2005, regarding financial guidance for 2005
99.2	2005 Financial Guidance Summary

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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, 2005	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, 2005, regarding financial guidance for 2005
99.2	2005 Financial Guidance Summary

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EX-99.1

Exhibit 99.1

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

WEBMD ANNOUNCES 2005 FINANCIAL GUIDANCE

Elmwood Park, NJ (January 27, 2005) – WebMD Corporation (NASDAQ: HLTH) announced today that it expects consolidated revenue for 2005 to be between $1.220 billion and $1.260 billion. Income before taxes, non-cash and other items for 2005 is expected to be between $155 million and $173 million, or $0.46 to $0.52 per share. Net income for 2005 is expected to be between $51 million and $61 million, or $0.15 to $0.18 per share.

The Company will hold a conference call today at 4:45 pm eastern to discuss this guidance. The call can be accessed at www.webmd.com (in the About WebMD section). A replay of the audio webcast will be available at the same web address. In addition, a summary of this guidance is being furnished to the SEC today as Exhibit 99.2 to a Form 8-K, which also describes certain background assumptions reflected in the guidance.

WebMD also announced today that Andrew Corbin, who is and will continue to be the Chief Financial Officer of WebMD Corporation, has been named interim President of WebMD Practice Services, the Company’s physician administrative, financial and clinical software services business. Mr. Corbin replaces Tom Stampiglia who has served as President of WebMD Practice Services since April 2003. A search for a permanent replacement is underway.

Kevin Cameron, CEO of WebMD Corporation, said, “I am enthusiastic about the year ahead of us and the expanded offerings we are delivering to an increasingly diverse customer base of healthcare payers, providers and consumers. I look forward to accelerating progress on our key initiatives and delivering value for customers and shareholders.”

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.

*       *       *       *

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: WebMD’s guidance on future financial results and other projections or measures of future performance; and the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or 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 matters relating to 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.

*       *       *       *

This press release includes forward-looking financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP forward-looking financial measures. The non-GAAP financial measures include: WebMD’s income before taxes, non-cash and other items; and related per share amounts. WebMD believes that the above non-GAAP measures, and changes in those measures, are meaningful indicators of WebMD’s performance and provide additional information that WebMD management finds useful in evaluating such performance and in planning for future periods. Accordingly, WebMD believes that such additional information may be useful to investors. The non-GAAP financial measures should be viewed as supplemental to, and not as an alternative for, the GAAP financial measures. WebMD is filing a Current Report on Form 8-K today containing this press release. Exhibit 99.2 to that Current Report includes a reconciliation of the forward-looking non-GAAP financial information to forward-looking GAAP financial information.

EX-99.2

Exhibit 99.2

2005 FINANCIAL GUIDANCE SUMMARY

(Table presented in thousands)

					Quarterly Mix
Consolidated	Range				Q1			Q2			Q3			Q4
Revenues	$	1,220,000	$	1,260,000		24	%		25	%		25	%		26	%
Income before taxes, non-cash and other items	$	155,000	$	173,000		19	%		23	%		26	%		32	%
Depreciation and amortization		76,000		80,000		23	%		24	%		26	%		27	%
Non-cash content and stock compensation		14,000		16,000		30	%		26	%		24	%		20	%
Income tax provision		14,000		16,000		25	%		25	%		25	%		25	%
Net income	$	51,000	$	61,000		7	%		19	%		27	%		47	%

Operating Segments

Revenues:

•   Business Services — Approximately 60% of consolidated revenues in Q1, decreasing sequentially to approximately 57% of revenues by year-end.

•   Practice Services – Approximately 25% of consolidated revenues throughout 2005.

•   Health – Approximately 11% of consolidated revenues in Q1, increasing sequentially to approximately 14% by year-end.

•   Porex – Approximately 7% of consolidated revenues through Q3 and 6% for Q4.

•   Eliminations – Approximately 3% of net revenues

Operating Margin:

•   Business Services – Approximately 18% in Q1 and increasing to 21% by the end of 2005.

•   Practice Services – Approximately 5% in Q1 and increasing to 10% by the end of 2005.

•   Health – Approximately 16% in Q1 and increasing to the high 20% range by year-end.

•   Porex – Approximately 25-30% throughout the year.

•   Corporate — Corporate expenses are expected to be approximately 5% of net revenues for Q1 and averaging 4.5% for the balance of 2005.

Background and Assumptions

•   The 2005 guidance does not include any expenses related to the on-going Department of Justice Investigation, which may continue to be significant.

•   The 2005 guidance does not include the effects of any acquisitions that may occur during 2005.

•   The 2005 guidance does not reflect the impact of adopting Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (which we refer to as SFAS 123R). SFAS 123R will be effective July 1, 2005. Adoption of SFAS 123R will require recognition of increased expenses for stock options and other forms of stock-based compensation. WebMD is currently reviewing the potential effects of adopting SFAS 123R.

•   The 2005 guidance does not reflect a potential WebMD Health initial public offering or split-off transaction. The items to be reflected may include shared services allocations between segments, incremental public company costs and the cost and proceeds of the transaction.