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

November 1, 2005
Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of		Identification No.)
incorporation)

111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)

(212) 624-3700

(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

EX-99.1 PRESS RELEASE, DATED NOVEMBER 1, 2005

EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1

EX-99.3 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: our guidance on future financial results and other projections or measures of our future performance; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers or strategic partners; difficulties in integrating acquired businesses; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

* * * *

     Exhibit 99.1 furnished with this Current Report on Form 8-K includes financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP 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: our earnings before interest, taxes, depreciation, amortization and other non-cash items; and related per share amounts. Exhibit 99.2 to this Current Report includes a reconciliation of the historical non-GAAP financial measures to historical GAAP financial measures. Exhibit 99.3 to this Current Report includes a reconciliation of forward-looking non-GAAP financial measures to forward-looking GAAP financial measures. We believe that the above non-GAAP measures, and changes in those measures, are meaningful indicators of our company’s performance and provide additional information that our management finds useful in evaluating such performance and in planning for future periods. Accordingly, we believe 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 1.01. Entry into a Material Definitive Agreement

     On November 1, 2005, a wholly-owned subsidiary of WebMD Health Corp. entered into an Asset Purchase Agreement with Conceptis Technologies Inc., a Canadian corporation, pursuant to which the subsidiary agreed to purchase substantially all of the assets of Conceptis and agreed to assume certain liabilities. The purchase price for the acquisition is $19,000,000 in cash plus the assumed liabilities. The closing of the acquisition is subject to standard closing conditions, including the receipt of shareholder approval by the shareholders of Conceptis.

     On November 1, 2005, we issued a press release announcing our results for the quarter ended September 30, 2005 and our entry into the Asset Purchase Agreement. A copy of the press release is attached as Exhibit 99.1. The portion of the press release under the caption “Acquisition of Conceptis Technologies Inc.” is incorporated herein by this reference.

     Except provided above in this Item 1.01 with respect to incorporation of the specified portion of 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.

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Item 2.02. Results of Operations and Financial Condition

     On November 1, 2005, we issued a press release announcing our results for the quarter ended September 30, 2005. A copy of the press release is attached as Exhibit 99.1. Except as specifically provided in Item 1.01 of this Current Report, 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. The press release was accompanied by the financial tables incorporated by reference into Item 8.01, below.

Item 7.01. Regulation FD Disclosure

     Exhibit 99.3 to this Current Report includes forward-looking financial information expected to be discussed on the previously announced conference call with investors and analysts to be held by us at 4:45 p.m., Eastern time, today (November 1, 2005). The call can be accessed at www.wbmd.com (in the Investor Relations section) and a replay will be available at the same location.

     Exhibit 99.3 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 November 1, 2005, we issued a press release announcing our results for the quarter ended September 30, 2005. Attached hereto as Exhibit 99.2 and incorporated by reference herein are financial tables that accompanied the press release announcing the results.

Item 9.01. Financial Statements and Exhibits

      (c)      Exhibits

     The following exhibits are filed or furnished herewith:

99.1	Press Release, dated November 1, 2005, regarding the Registrant’s results for the quarter ended September 30, 2005 and its agreement to acquire Conceptis Technologies Inc.
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary

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SIGNATURE

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

	WEBMD HEALTH CORP.
Dated: November 1, 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, dated November 1, 2005, regarding the Registrant’s results for the quarter ended September 30, 2005 and its agreement to acquire Conceptis Technologies Inc.
99.2	Financial Tables accompanying Exhibit 99.1
99.3	Financial Guidance Summary

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EX-99.1

EXHIBIT 99.1

Contacts:
Investors:
Risa Fisher
rfisher@webmd.net
212-624-3817
Media:
Jennifer Meyer
jmeyer@webmd.net
212-624-3912

WebMD Announces Third Quarter Financial Results

Revenue Increases 22% to $45.1 Million

WebMD to Acquire Conceptis Technologies

New York, NY (November 1, 2005) — WebMD Health Corp. (NASDAQ: WBMD) today announced financial results for the three months ended September 30, 2005.

Financial Summary
Revenue for the third quarter was $45.1 million compared to $37.0 million a year ago, an increase of 22.0%. Earnings before interest, taxes, depreciation, amortization and other non-cash items for the third quarter was $9.1 million or $0.19 per share compared to $8.4 million or $0.17 per share a year ago. Net income for the third quarter was $4.1 million or $0.09 per share compared to $4.8 million or $0.10 per share a year ago. The prior year results include $3.0 million in revenue and earnings from the content syndication agreement with News Corp. which expired in January 2005. If this syndication revenue were excluded, earnings before interest, taxes, depreciation, amortization and other non-cash items and net income for the third quarter would have increased by 68% and 135%, respectively, over the prior year period.

As of September 30, 2005, WebMD had approximately $41 million of cash and $129 million stock subscription receivable which represents the net proceeds from the initial public offering that closed on October 4, 2005.

Wayne Gattinella, President and Chief Executive Officer of WebMD, said, “Our third quarter financial results reflect our continued leadership in each of the online markets we serve. We will be implementing several technology initiatives in the coming quarters that will further our market leadership and support our future scalability.”

Operating Highlights
WebMD continued to grow its leadership in the public health portals market. Traffic to the WebMD Network reached 24.8 million unique monthly users during the September 2005 quarter, accessing more than 560 million total pages, increases of approximately 10% from a year ago. A total of 314,000 continuing medical education programs were completed on Medscape, an increase of 40% over the prior year.

WebMD also strengthened its private health portals business by expanding the number of employees, retirees and health plan members who have access to its Health and Benefits Platform. Over the last sixty days, prominent employers, including IBM, Cisco Systems, Inc., MasterCard International, Shell Oil Company and The Hartford Financial Services Group, Inc., and large health plans, including WellPoint and Horizon BCBSNJ implemented WebMD’s platform. Additionally, during this time, WebMD implemented its first comprehensive program for a state government employer. Employees of the State of North Carolina now have access to WebMD’s Health and Benefits Platform as well.

Online Services revenue was $39.2 million for the third quarter compared to $31.5 million in the prior year period, an increase of 24.4%. Advertising, promotion and sponsorship revenues increased 24.2%. Private portal licensing revenues increased 112.7%, which includes $2.2 million in revenues from the March 2005 acquisition of HealthShare. Excluding the $2.2 million, private portal licensing revenues increased 61%. These increases were offset by the decline in content syndication and other revenue primarily related to the expiration of an agreement with News Corp. in January 2005. Earnings before interest, taxes, depreciation, amortization and other non-cash items was $7.8 million compared to $6.3 million in the prior year. The $6.3 million in the prior year period results includes $3.0 million from the content syndication agreement with News Corp.

Publishing Services revenue was $5.9 million for the third quarter compared to $5.4 million in the prior year period, an increase of 7.7%, driven by the launch of WebMD the Magazine. Earnings before interest, taxes, depreciation, amortization and other non-cash items was $1.3 million compared to $2.1 million in the prior year period.

Acquisition of Conceptis Technologies Inc.
WebMD announced today that is has signed an agreement to acquire Conceptis Technologies Inc., a Montreal-based provider of online and offline medical education and promotion aimed at physicians and other healthcare professionals for $19 million in cash. Conceptis has been successful in developing a strong online presence in the cardiology community and is highly respected for the depth and breadth of content contained on its flagship site www.theheart.org.

With the combination of two of the leading cardiology channels on the Internet, Medscape Cardiology and www.theheart.org, WebMD is well positioned to further its lead and penetration in this high value segment of medical marketing. The closing of the acquisition is subject to standard closing conditions, including the receipt of shareholder approval by the shareholders of Conceptis. The acquisition is expected to close in December.

Financial Guidance
A schedule outlining the Company’s financial guidance is being furnished as an exhibit to a Current Report on Form 8-K being filed by the Company today with the Securities and Exchange Commission.

Analyst and Investor Conference Call
As previously announced, WebMD will hold a conference call with investors and analysts to discuss these results at 4:45 pm (eastern) on November 1, 2005. The call can be accessed at www.wbmd.com (in the Investor Relations section). A replay of the audio webcast will be available at the same web address.

About WebMD
WebMD Health Corp. (NASDAQ: WBMD) is a leading provider of health information services to consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of Emdeon Corporation (NASDAQ: HLTH).

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; and the amount and timing of the benefits expected from acquisitions, from new products or services and from other potential sources of additional revenue. These statements are based on our 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 our products and services; relationships with customers and strategic partners; difficulties in integrating acquired businesses;

and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

*****************************

This press release includes both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures include: our earnings before interest, taxes, depreciation, amortization and other non-cash items; and related per share amounts. We believe that those non-GAAP measures, and changes in those measures, are meaningful indicators of our company’s performance and provide additional information that our management finds useful in evaluating such performance and in planning for future periods. Accordingly, we believe 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. The tables attached to this press release contain historical GAAP financial measures and a reconciliation between historical GAAP and non-GAAP financial measures. We are filing a Current Report on Form 8-K today furnishing this press release as an exhibit. Exhibit 99.3 furnished with that Current Report includes a reconciliation of certain forward-looking non-GAAP information to GAAP financial information.

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WebMD®, WebMD Health® and Medscape®, are trademarks of WebMD Health Corp. or its subsidiaries.

EX-99.2

EXHIBIT 99.2

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2005			2004		2005			2004
Revenue	$	45,094		$	36,975	$	119,834		$	95,051
Costs and expenses:
Cost of operations		18,020			13,336		51,531			37,771
Sales and marketing		13,534			12,080		36,663			35,326
General and administrative		6,582			5,493		21,787			15,506
Depreciation and amortization		2,733			1,247		7,985			3,762
Interest income		(10	)		—		(10	)		—
Income before income tax provision		4,235			4,819		1,878			2,686
Income tax provision		112			61		264			152
Net income	$	4,123		$	4,758	$	1,614		$	2,534
Net income per common share:
Basic	$	0.09		$	0.10	$	0.03		$	0.05
Diluted	$	0.09		$	0.10	$	0.03		$	0.05
Weighted-average shares outstanding used in computing net income per common share:
Basic		48,273			48,100		48,158			48,100
Diluted		48,302			48,100		48,167			48,100

WEBMD HEALTH CORP.
CONSOLIDATED SEGMENT INFORMATION
(In thousands, except per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Revenues
Online Services:
Advertising and sponsorship	$	28,054		$	22,590		$	77,497		$	57,830
Licensing		9,053			4,257			23,097			10,212
Content syndication and other		2,124			4,683			6,697			15,080
Total Online Services		39,231			31,530			107,291			83,122
Publishing Services		5,863			5,445			12,543			11,929
	$	45,094		$	36,975		$	119,834		$	95,051
Earnings before interest, taxes, depreciation, amortization and other non-cash items
Online Services	$	7,795		$	6,349		$	15,588		$	15,319
Publishing Services		1,282			2,060			367			2,163
		9,077			8,409			15,955			17,482
Basic earnings per common share before interest, taxes, depreciation, amortization and other non-cash items (a)	$	0.19		$	0.17		$	0.33		$	0.36
Diluted earnings per common share before interest, taxes, depreciation, amortization and other non-cash items (a)	$	0.19		$	0.17		$	0.33		$	0.36
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		10			—			10			—
Depreciation and amortization		(2,733	)		(1,247	)		(7,985	)		(3,762	)
Non-cash advertising and distribution (included in cost of operations)		(74	)		(104	)		(291	)		(705	)
Non-cash advertising and distribution (included in sales and marketing)		(1,633	)		(1,701	)		(4,830	)		(9,134	)
Non-cash stock compensation		(412	)		(538	)		(981	)		(1,195	)
Income tax provision		(112	)		(61	)		(264	)		(152	)
Net income	$	4,123		$	4,758		$	1,614		$	2,534
Net income per common share:
Basic	$	0.09		$	0.10		$	0.03		$	0.05
Diluted	$	0.09		$	0.10		$	0.03		$	0.05
Weighted-average shares outstanding used in computing net income per common share:
Basic		48,273			48,100			48,158			48,100
Diluted		48,302			48,100			48,167			48,100

(a)	Basic and diluted earnings per common share before interest, taxes, depreciation, amortization and other non-cash items is based on the weighted-average shares outstanding used in computing basic and diluted net income per common share
(b)	Reconciliation of earnings before interest, taxes, depreciation, amortization and other non-cash items to net income

WEBMD HEALTH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 30,		December 31,
	2005		2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	41,112	$	3,456
Stock subscription receivable		129,142		—
Accounts receivable, net of allowance for doubtful accounts of $821 at September 30, 2005 and $798 at December 31, 2004		41,685		38,453
Current portion of prepaid advertising		8,324		10,350
Other current assets		2,276		2,619
Total current assets		222,539		54,878
Property and equipment, net		19,172		6,316
Prepaid advertising		15,075		20,047
Goodwill		77,626		52,614
Intangible assets, net		15,678		12,065
Other assets		178		576
	$	350,268	$	146,496
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	22,555	$	15,874
Deferred revenue		35,285		29,885
Total current liabilities		57,840		45,759
Stockholders’ equity		292,428		100,737
	$	350,268	$	146,496

WEBMD HEALTH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

	Nine Months Ended
	September 30,
	2005			2004
Cash flows from operating activities:
Net income	$	1,614		$	2,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,985			3,762
Non-cash advertising and distribution		5,121			9,839
Non-cash stock compensation		981			1,195
Changes in operating assets and liabilities:
Accounts receivable		(1,490	)		(11,314	)
Other assets		1,185			3,364
Accrued expenses		2,798			3,382
Deferred revenue		778			2,834
Net cash provided by operating activities		18,972			15,596
Cash flows from investing activities:
Purchases of property and equipment		(15,587	)		(2,612	)
Cash paid in business combinations, net of cash acquired		(30,819	)		(1,500	)
Net cash used in investing activities		(46,406	)		(4,112	)
Cash flows from financing activities:
Net cash transfers from (to) Emdeon		65,090			(10,372	)
Net cash provided by (used in) financing activities		65,090			(10,372	)
Net increase in cash and cash equivalents		37,656			1,112
Cash and cash equivalents at beginning of period		3,456			358
Cash and cash equivalents at end of period	$	41,112		$	1,470

EX-99.3

Financial Guidance Summary

2005 and 2006 Financial Guidance

EXHIBIT 99.3

	Three Months Ended						Year Ended						Year Ended
	December 31, 2005						December 31, 2005						December 31, 2006
	Range						Range						Range
Revenues	$	48,000		$	49,000		$	167,834		$	168,834		$	212,000		$	220,000
Earnings before interest, taxes, depreciation, amortization and other non-cash items		11,800			12,200			27,755			28,155			45,500			47,500
Per share data (a)	$	0.20		$	0.21		$	0.48		$	0.49		$	0.78		$	0.82
Interest income		(1,700	)		(1,500	)		(1,710	)		(1,510	)		(5,500	)		(5,000	)
Depreciation and amortization		3,300			3,200			11,285			11,185			19,000			18,000
Non-cash advertising		3,700			3,600			8,821			8,721			8,000			7,000
Non-cash stock compensation		1,400			1,300			2,381			2,281			4,800			4,700
Income tax provision		150			180			414			444			900			1,600
Net income	$	4,950		$	5,420		$	6,564		$	7,034		$	18,300		$	21,200
Net income per share - Diluted	$	0.09		$	0.09		$	0.11		$	0.12		$	0.31		$	0.36

(a)	Per share data above is earnings per common share before interest, taxes, depreciation, amortization and other non-cash items calculated based on the weighted-average shares outstanding used in computing diluted net income per share.
-	The year ended December 31, 2005 guidance includes the $3,150 charge during the June 30, 2005 quarter primarily related to the resignation of our former CEO.
-	The quarter ended and year ended December 31, 2005 and the year ended December 31, 2006 guidance includes the impact of the acquisition of Conceptis Technologies Inc.