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

April 14, 2014

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-35337	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):

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

On February 20, 2014, WebMD Health Corp. issued a press release that, among other things, provided financial guidance for the first quarter of 2014 and the year ending December 31, 2014, a summary of which guidance was furnished by WebMD as Exhibit 99.3 to a Current Report on Form 8-K filed on February 20, 2014. Exhibits 99.3 and 99.4 to that February 20, 2014 Form 8-K are incorporated by reference into this Item 2.02 pursuant to General Instruction B.3 of Form 8-K.

On April 14, 2014, WebMD issued a press release providing an update regarding the Registrant’s preliminary results for the quarter ended March 31, 2014 and regarding full year 2014 guidance. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 2.02.

The information contained in, or incorporated by reference into, this Item 2.02 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press Release, dated April 14, 2014, providing update regarding the Registrant’s preliminary results for the quarter ended March 31, 2014 and regarding full year 2014 guidance

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: April 14, 2014	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated April 14, 2014, providing update regarding the Registrant’s preliminary results for the quarter ended March 31, 2014 and regarding full year 2014 guidance

EX-99.1

Exhibit 99.1

Contacts: Investors: Mary Anne Lerma mlerma@webmd.net 212-624-3817 Media: Adam Grossberg agrossberg@webmd.net 212-624-3790

WEBMD PROVIDES FIRST QUARTER UPDATE; EXPECTS RESULTS TO BE

ABOVE HIGH END OF GUIDANCE

New York, NY (April 14, 2014) – WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that it expects first quarter results to exceed its previously provided financial guidance. WebMD also updated its full year 2014 guidance. WebMD’s financial guidance was previously provided on February 20, 2014.

For the first quarter of 2014, WebMD expects:

• Revenue to be at the high end of the range previously provided;

• Earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) and net income to be slightly above the high end of the range.

For the full year 2014, WebMD expects to be in the top half of the ranges previously provided for revenue, Adjusted EBITDA and net income.

“The update to our guidance that we are providing today reflects recent improvements in our sales activity compared to our experience in the early weeks of 2014,” said David Schlanger, Chief Executive Officer of WebMD. “We are having very positive dialogue with our customers about how WebMD can help address their evolving business needs and we are continuing our investments in new product and service offerings to better serve those needs and realize future growth opportunities.”

Traffic Update

During the first quarter, traffic to the WebMD Health Network reached an average of 174 million unique users per month generating 3.5 billion page views for the quarter, increases of 32% and 26%, respectively, from the prior year.

Repurchase Program

As of the close of business on April 11, 2014, the amount available under WebMD’s existing stock repurchase program was $18 million. Under the repurchase program, WebMD may repurchase shares from time to time in the open market, through block trades or in private transactions, depending on market conditions and other factors.

As of the close of business on April 11, 2014, WebMD had approximately 38.8 million shares of its Common Stock outstanding (including approximately 1.0 million shares of unvested restricted stock).

Final Results to Be Released on April 30, 2014

The information in this release is preliminary. WebMD is completing its normal closing process and, as previously announced, will release its first quarter results on April 30, 2014, at approximately 4:00 p.m. (Eastern time) and will hold a conference call with investors and analysts to discuss its first quarter results and provide additional commentary at 4:45 p.m. (Eastern time) on that day. 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 the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through our public and private online portals, mobile platforms and health-focused publications.

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicineHealth, RxList, theheart.org, Medscape Education and other owned WebMD sites.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: our preliminary results for the three months ended March 31, 2014 (which reflect what we currently expect to report and are subject to adjustment); guidance on our future financial results and other projections or measures of our future performance; market opportunities and our ability to capitalize on them; and the benefits expected from new or expected contracts with customers, new or updated products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release, 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; our relationships with customers and other factors affecting their use of our products and services, including regulatory matters affecting their products; our ability to attract and retain qualified personnel; 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 and this press release is intended to be read in conjunction with those filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

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