8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 7, 2007

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 jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.2 FINANCIAL TABLES ACCOMPANYING EXHIBIT 99.1
EX-99.4 ANNEX A TO EXHIBITS 99.1 THROUGH 99.3

EXPLANATORY NOTE

     This Amendment No. 1 is being filed solely in order to replace Exhibits 99.2 and 99.4, as originally furnished, with the copies attached hereto. As originally furnished, the classification of certain costs and expenses within "Cost of operations," "Sales and marketing" and "General and administrative" in the Consolidated Statement of Operations was inconsistent with prior periods. As reflected in this Amendment No. 1, the classification of those costs and expenses is consistent with prior periods. The change in classification had no effect on amounts reported for revenue, net income or cash flows from operations.

Item 2.02. Results of Operations and Financial Condition

     On November 7, 2007, we issued a press release announcing our results for the quarter ended September 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied the press release, with the changes referred to in the “Explanatory Note” above. Exhibit 99.4 to this Current Report contains an Annex to the press release, with the changes referred to in the “Explanatory Note” above, entitled “Explanation of Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall any of those exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibits are furnished herewith:

99.1	Press Release, dated November 7, 2007, regarding the Registrant’s results for the quarter ended September 30, 2007*
99.2	Financial Tables accompanying Exhibit 99.1, with the changes referred to in the “Explanatory Note” above
99.3	Financial Guidance Summary accompanying Exhibit 99.1*
99.4	Annex A to Exhibits 99.1 through 99.3, with the changes referred to in the “Explanatory Note” above

* Previously filed

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SIGNATURE

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

	WEBMD HEALTH CORP.
Dated: November 8, 2007	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 7, 2007, regarding the Registrant’s results for the quarter ended September 30, 2007*
99.2	Financial Tables accompanying Exhibit 99.1, with the changes referred to in the “Explanatory Note” above
99.3	Financial Guidance Summary accompanying Exhibit 99.1*
99.4	Annex A to Exhibits 99.1 through 99.3, with the changes referred to in the “Explanatory Note” above

* Previously filed

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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,
	2007		2006		2007		2006
Revenue	$	87,198	$	66,645	$	238,639	$	173,308
Costs and expenses:
Cost of operations		31,130		26,945		90,749		77,371
Sales and marketing		22,459		20,472		67,258		52,941
General and administrative		15,388		13,476		46,874		37,931
Depreciation and amortization		7,086		5,085		20,021		12,627
Interest income		3,486		1,221		8,522		4,137
Income (loss) before income tax provision		14,621		1,888		22,259		(3,425	)
Income tax provision (benefit)		3,129		1,398		4,671		(3	)
Net income (loss)	$	11,492	$	490	$	17,588	$	(3,422	)
Net income (loss) per common share:
Basic	$	0.20	$	0.01	$	0.31	$	(0.06	)
Diluted	$	0.19	$	0.01	$	0.29	$	(0.06	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,154		56,059		57,067		56,056
Diluted		59,848		58,122		59,742		56,056

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Revenue
Online Services:
Advertising and sponsorship	$	59,087		$	43,534		$	158,944		$	112,513
Licensing		20,001			14,569			59,915			38,315
Content syndication and other		490			843			2,027			2,815
Total Online Services		79,578			58,946			220,886			153,643
Publishing and Other Services		7,620			7,699			17,753			19,665
	$	87,198		$	66,645		$	238,639		$	173,308
Earnings before interest, taxes, depreciation, amortization and other non-cash items (“Adjusted EBITDA”) (a)
Online Services	$	21,948		$	12,727		$	48,982		$	29,594
Publishing and Other Services		2,129			1,906			2,857			1,165
		24,077			14,633			51,839			30,759
Adjusted EBITDA per basic common share	$	0.42		$	0.26		$	0.91		$	0.55
Adjusted EBITDA per diluted common share (c)	$	0.40		$	0.25		$	0.87		$	0.53
Interest, taxes, depreciation, amortization and other non-cash items (b)
Interest income		3,486			1,221			8,522			4,137
Depreciation and amortization		(7,086	)		(5,085	)		(20,021	)		(12,627	)
Non-cash advertising		(169	)		(1,660	)		(2,489	)		(4,454	)
Non-cash stock-based compensation		(5,687	)		(7,221	)		(15,592	)		(21,240	)
Income tax (provision) benefit		(3,129	)		(1,398	)		(4,671	)		3
Net income (loss)	$	11,492		$	490		$	17,588		$	(3,422	)
Net income (loss) per common share:
Basic	$	0.20		$	0.01		$	0.31		$	(0.06	)
Diluted	$	0.19		$	0.01		$	0.29		$	(0.06	)
Weighted-average shares outstanding used in computing basic and diluted net income (loss) per common share:
Basic		57,154			56,059			57,067			56,056
Diluted		59,848			58,122			59,742			56,056

(a)	See Annex A — Explanation of Non-GAAP Financial Measures
(b)	Reconciliation of Adjusted EBITDA to net income
(c)	Three and nine months ended September 30, 2006 Adjusted EBITDA per share is calculated based on 58,122 and 57,977 diluted shares, respectively

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

	September 30,		December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	177,714	$	44,660
Short-term investments		99,900		9,490
Accounts receivable, net		75,003		89,652
Current portion of prepaid advertising		3,150		2,656
Due from HLTH		—		143,153
Other current assets		5,903		5,360
Total current assets		361,670		294,971
Property and equipment, net		48,116		44,709
Prepaid advertising		6,476		9,459
Goodwill		221,271		225,028
Intangible assets, net		39,515		45,268
Other assets		544		530
	$	677,592	$	619,965
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	25,038	$	32,846
Deferred revenue		80,938		77,731
Due to HLTH		7,375		—
Total current liabilities		113,351		110,577
Deferred tax liability		7,342		5,367
Other long-term liabilities		9,439		7,912
Stockholders’ equity		547,460		496,109
	$	677,592	$	619,965

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

	Nine Months Ended
	September 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	17,588		$	(3,422	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		20,021			12,627
Non-cash advertising		2,489			4,454
Non-cash stock-based compensation		15,592			21,240
Deferred income taxes		1,975			(911	)
Changes in operating assets and liabilities:
Accounts receivable		14,648			(8,311	)
Other assets		(506	)		(4,461	)
Accrued expenses and other long-term liabilities		(7,463	)		(544	)
Due to HLTH		5,223			8,213
Deferred revenue		3,207			14,517
Net cash provided by operating activities		72,774			43,402
Cash flows from investing activities:
Proceeds from maturities and sales of available-for-sale securities		123,885			261,000
Purchases of available-for-sale securities		(214,295	)		(222,000	)
Purchases of property and equipment		(13,574	)		(17,500	)
Cash paid in business combinations, net of cash acquired		—			(96,091	)
Net cash used in investing activities		(103,984	)		(74,591	)
Cash flows from financing activities:
Proceeds from issuance of common stock		8,490			649
Tax benefit on stock-based awards		655			—
Net cash transfers with HLTH		155,119			—
Net cash provided by financing activities		164,264			649
Net increase (decrease) in cash and cash equivalents		133,054			(30,540	)
Cash and cash equivalents at beginning of period		44,660			75,704
Cash and cash equivalents at end of period	$	177,714		$	45,164

EX-99.4

Exhibit 99.4

ANNEX A

Explanation of Non-GAAP Financial Measures
(All dollar amounts in thousands)

     The accompanying WebMD Health Corp. press release includes both financial measures in accordance with U.S. generally accepted accounting principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures represent earnings before interest, taxes, depreciation, amortization and other non-cash items (which we refer to as “Adjusted EBITDA”). Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, “net income” calculated in accordance with GAAP. The tables and the financial guidance summary attached to the accompanying press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

     Adjusted EBITDA is used by WebMD’s management as an additional measure of WebMD’s overall performance and its reporting segments’ 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 WebMD’s management identify additional trends in WebMD’s and its reporting segments’ financial results that may not be shown solely by period-to-period comparisons of net income. In addition, WebMD uses Adjusted EBITDA in the incentive compensation programs applicable to many of its employees in order to evaluate WebMD’s performance. WebMD management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income that accompany our press releases containing non-GAAP financial measures, including the reconciliations contained in the tables and the financial guidance summary attached to the accompanying press release.

     WebMD believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of WebMD’s results for reasons similar to the reasons why WebMD’s management finds it useful and because it helps facilitate investor understanding of decisions made by WebMD’s management in light of the performance metrics used in making those decisions. In addition, as more fully described below, WebMD believes that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to net income, helps investors make comparisons between WebMD 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. However, Adjusted EBITDA is intended to provide a supplemental way of comparing WebMD with other public companies and is not intended as a substitute for comparisons based on “net income” calculated in accordance with GAAP. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and net income provided by each company under applicable SEC rules.

     The following is an explanation of the items excluded by WebMD from Adjusted EBITDA but included in net income:

• Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. WebMD excludes depreciation and amortization expense from Adjusted EBITDA because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of WebMD’s business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, WebMD believes this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expenses will recur in future periods.

• Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. WebMD believes that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in its operating performance because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of WebMD’s business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, WebMD believes that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between WebMD’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. Stock-based compensation expenses included in the Statement of Operations are summarized as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Non-cash stock-based compensation included in:
Cost of operations	$	(1,597	)	$	(2,362	)	$	(4,159	)	$	(7,111	)
Sales and marketing	$	(1,252	)	$	(1,598	)	$	(3,889	)	$	(4,610	)
General and administrative	$	(2,838	)	$	(3,261	)	$	(7,544	)	$	(9,519	)

• Non-Cash Advertising Expense. This expense relates to the usage of non-cash advertising obtained from News Corporation (“Newscorp”) in exchange for equity securities issued by our parent, HLTH Corporation in 2000. The advertising is available only on various Newscorp properties, primarily its television network and cable channels without any cash cost to WebMD. The amount of advertising that can be used in any year is subject to annual contractual limitation and expires in 2010. WebMD does not incur any other cash expenses related to airing of television advertising. WebMD excludes this expense from Adjusted EBITDA (i) because it is a non-cash expense, (ii) because it is incremental to other non-television cash advertising expense that WebMD otherwise incurs, (iii) because WebMD has not and believes it will not incur cash expenses relating to television advertising in the future

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	and (iv) to assist management and investors in comparing its operating results over multiple periods. Investors should note that it is likely that WebMD derives some benefit from such advertising and that such expenses will recur in the future. Non-cash advertising expenses included in the Consolidated Statement of Operations in Sales and Marketing expense were $169 and $1,660 for the three months ended September 30, 2007 and 2006, respectively, and $2,489 and $4,454 for the nine months ended September 30, 2007 and 2006, respectively.
•	Interest Income. Interest income is associated with the level of marketable debt securities and other interest bearing accounts in which WebMD invests.  Interest income varies over time due to varying levels of securities available for investment. Transactions that WebMD has entered into in recent periods that have impacted securities available for investment include the initial public offering of equity in WebMD and acquisitions of other companies for varying amounts of cash since our initial public offering. Additional financing transactions as well as potential acquisitions that WebMD may enter into in the future could impact the levels and timing of securities available for investment. WebMD excludes interest income from Adjusted EBITDA (i) because it is not directly attributable to the performance of WebMD’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.
•	Income Tax Provision.  WebMD had a net operating loss (NOL) carryforward of approximately $240,000 as of the year ended December 31, 2006.  Due to a limited history of generating taxable income, WebMD has maintained a full valuation allowance on these NOL carryforwards. As WebMD has used these NOL carryforwards, the related valuation allowances have been reversed through the income statement.  The timing of such reversals has not been consistent and as a result, WebMD’s income tax expense can fluctuate significantly from period to period in a manner not directly related to WebMD’s operating performance.  WebMD excludes the income tax provision from Adjusted EBITDA (i) because it believes that the income tax provision is not directly attributable to the underlying performance of WebMD’s business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes. Investors should note that income tax provision will recur in future periods.

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