WBMD / WebMD Health Corp. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

WebMD Health 15-12B

15-12B 1 s001900x11512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35337 WEBMD HEALTH CORP. (Exact name

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.

WebMD Health FORM S-8 POS

As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

As filed with the Securities and Exchange Commission on September 15, 2017 Registration No.

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WebMD Health FORM S-8 POS

S-8 POS 1 s001882s8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. 333-207535 Registration No. 333-200054 Registration No. 333-192157 Registration No. 333-183187 Registration No. 333-182162 Registration No. 333-172539 Registration No. 333-162653 Registration No. 333-162651 Registration No. 333-153187 Registration No. 333-145329 Regis

WEBMD HEALTH CORP. AMENDED AND RESTATED BY-LAWS AS AMENDED AND RESTATED ON September 15, 2017 ARTICLE I MEETINGS OF STOCKHOLDERS

Exhibit 3.2 WEBMD HEALTH CORP. AMENDED AND RESTATED BY-LAWS AS AMENDED AND RESTATED ON September 15, 2017 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (? Supplemental Indenture?) dated as of September 15, 2017, between WebMD Health Corp., a Delaware corporation (the ? Company?), and The Bank of New York Mellon Trust Company, N.A., as trustee (the ? Trustee?). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of June 1,

FIRST SUPPLEMENTAL INDENTURE

EX-4.2 5 s001883x1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of September 15, 2017, between WebMD Health Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that c

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

8-K 1 s001883x18k.htm FORM 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 Date of Report (Date of earliest event reported): September 15, 2017 WEBMD HEALTH CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-35337 20-2783228 (State or other jurisdiction of i

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (? Supplemental Indenture?) dated as of September 15, 2017, between WebMD Health Corp., a Delaware corporation (the ? Company?), and The Bank of New York Mellon Trust Company, N.A., as trustee (the ? Trustee?). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of January

SECOND RESTATED CERTIFICATE OF INCORPORATION OF WEBMD HEALTH CORP.

Exhibit 3.1 SECOND RESTATED CERTIFICATE OF INCORPORATION OF WEBMD HEALTH CORP. FIRST: The name of the corporation (which is hereinafter referred to as the ?Corporation?) is WebMD Health Corp. SECOND: The registered office of the Corporation in the State of Delaware is located at 4001 Kennett Pike, Suite 302, County of New Castle, Wilmington, DE 19807, and the name of the registered agent of the Co

NOTICE OF CHANGE IN CONTROL SUPPLEMENTAL INDENTURE WEBMD HEALTH CORP. 2.50% CONVERTIBLE NOTES DUE 2018 CUSIP Nos. 94770V AE2 and 94770V AF911

Exhibit 99.2 Contacts: Investors: Media: Mary Anne Lerma Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WebMD Health Corp. Provides Notice of Fundamental Change / Change in Control to Holders of its Convertible Notes In Connection with the Completed Merger NEW YORK, NY (September 15, 2017) ? WebMD Health Corp. (the ?Company?) today provided notice that, pursuant to

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

Internet Brands, a KKR Portfolio Company, Successfully Completes Cash Tender Offer for Shares of WebMD

Exhibit (a)(1)[J) FOR IMMEDIATE RELEASE Internet Brands, a KKR Portfolio Company, Successfully Completes Cash Tender Offer for Shares of WebMD NEW YORK, NY ? September 15, 2017 ? WebMD Health Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

SC TO-T/A 1 s001881x1sctota.htm SCHEDULE TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of O

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

Internet Brands, a KKR Portfolio Company, Announces Extension of Tender Offer for All Outstanding Shares of WebMD

Exhibit (a)(1)(I) FOR IMMEDIATE RELEASE Internet Brands, a KKR Portfolio Company, Announces Extension of Tender Offer for All Outstanding Shares of WebMD NEW YORK, NY ? September 6, 2017 ? Internet Brands, a KKR portfolio company, announced today that its affiliates, MH Sub I, LLC (?MH Sub I?) and Diagnosis Merger Sub, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

SC TO-T/A 1 s001861x1sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror) KKR NORTH AMERICA FUND XI L.P. (Other Pe

WBMD / WebMD Health Corp. / Blue Harbour Group, L.P. - WEBMD HEALTH CORP. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WebMD Health Corp. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) David Silverman Blue Harbour Group, LP 646 Steamboat Road Greenwich, Connecticut 06830 (203) 422-6540 with a copy to: Eleazer Klein, Esq. Schult

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

SC TO-T/A 1 s001800x8sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror

WebMD Health SC 14D9/A

SC 14D9/A 1 s001815x4sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

SC TO-T/A 1 s001800x7sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror) KKR NORTH AMERICA FUND XI L.P. (Other Pe

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) WEBMD HEALTH CORP. (Name of Subject Company (Issuer

SC TO-T/A 1 s01800x2sctota.htm SCHEDULE TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Of

WebMD Health SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

WBMD / WebMD Health Corp. / KENSICO CAPITAL MANAGEMENT CORP - SCHEDULE 13G/A Passive Investment

CUSIP No. 94770V102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* WebMD Health Corp. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) July 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated August 7, 2017, and the related Letter

Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

MH Sub I, LLC Micro Holding Corp. 909 North Sepulveda Blvd., 11th Floor El Segundo, CA 90245

Exhibit (d)(6) MH Sub I, LLC Micro Holding Corp. 909 North Sepulveda Blvd., 11th Floor El Segundo, CA 90245 July 31, 2017 WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10014 Dear Sir or Madam, WebMD Health Corp. (the ?Receiving Party?) has expressed an interest in receiving information regarding MH Sub I, LLC (?MH Sub I?) and Micro Holding Corp. (?Micro? and, together with MH Sub I,

May 16, 2017

Exhibit (d)(5) May 16, 2017 WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10014 Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, 42nd Floor New York, NY 10019 Ladies and Gentlemen: Reference is made to the letter agreement, dated as of April 6, 2017 (the ?Agreement?), by and between WebMD Health Corp. and Kohlberg Kravis Roberts & Co. L.P. (?KKR?), a copy of which is attached h

[Signature Page Follows]

EX-99.(D)(3) 11 s001800x1ex-d3.htm EXHIBIT (D)(3) Exhibit (d)(3) GUARANTEE GUARANTEE, dated as of July 24, 2017 (this “Guarantee”), by KKR North America Fund XI L.P., a Cayman Islands exempted limited partnership (“Guarantor”), in favor of WebMD Health Corp., a Delaware corporation (the “Guaranteed Party”). 1. GUARANTEE. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger

EQUITY COMMITMENT LETTER

Exhibit (d)(4) EQUITY COMMITMENT LETTER July 24, 2017 To: MH Sub I, LLC Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the ?Merger Agreement?), by and among MH Sub I, LLC, (?Parent?), Diagnosis Merger Sub, Inc.

1

Exhibit (a)(5)(I) Contacts: Investors: Media: Mary Anne Lerma Adam Grossberg mlerma@webmd.

Internet Brands, a KKR Portfolio Company, Announces Commencement of the Tender Offer for All Outstanding Shares of WebMD

Exhibit (a)(1)(H) FOR IMMEDIATE RELEASE Internet Brands, a KKR Portfolio Company, Announces Commencement of the Tender Offer for All Outstanding Shares of WebMD NEW YORK, NY ? August 7, 2017 ? Internet Brands, a KKR portfolio company, announced today the commencement of a cash tender offer to purchase all of the issued and outstanding shares of common stock of WebMD Health Corp.

WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE WHOLE CHANGE OF CONTROL 2.50% Convertible Notes due 2018 CUSIP Nos. 94770V AE2 and 94770V AF9 August 7, 2017

Exhibit (a)(5)(E) WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE WHOLE CHANGE OF CONTROL 2.50% Convertible Notes due 2018 CUSIP Nos. 94770V AE2 and 94770V AF9 August 7, 2017 To: Holders of WebMD Health Corp.’s 2.50% Convertible Notes due 2018 (the “Notes”) Reference is hereby made to an indenture, dated as of January 11, 2011 (the “Indenture”), between WebMD Health Corp., a Delaware corporation (th

[Fidelity Letterhead] IMMEDIATE ATTENTION REQUIRED

Exhibit (a)(1)(H) [Fidelity Letterhead] IMMEDIATE ATTENTION REQUIRED August 7, 2017 RE: The WebMD 401(k) Savings Plan Dear Plan Participant: On July 24, 2017, WebMD Health Corp.

WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE-WHOLE FUNDAMENTAL CHANGE 1.50% Convertible Notes due 2020 CUSIP Nos. 94770V AJ1 and 94770V AK8 August 7, 2017

Exhibit (a)(5)(F) WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE-WHOLE FUNDAMENTAL CHANGE 1.50% Convertible Notes due 2020 CUSIP Nos. 94770V AJ1 and 94770V AK8 August 7, 2017 To: Holders of WebMD Health Corp.’s 1.50% Convertible Notes due 2020 (the “Notes”) Reference is hereby made to an indenture, dated as of November 26, 2013, (the “Indenture”), between WebMD Health Corp., a Delaware corporation

WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE WHOLE CHANGE OF CONTROL / MAKE-WHOLE FUNDAMENTAL CHANGE 2.50% Convertible Notes due 2018 1.50% Convertible Notes due 2020 2.625% Convertible Notes due 2023 CUSIP Nos. 94770V AE2, 94770V AF9, 94770V AJ1, 9

Exhibit (a)(5)(H) WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE WHOLE CHANGE OF CONTROL / MAKE-WHOLE FUNDAMENTAL CHANGE 2.50% Convertible Notes due 2018 1.50% Convertible Notes due 2020 2.625% Convertible Notes due 2023 CUSIP Nos. 94770V AE2, 94770V AF9, 94770V AJ1, 94770V AK8, 94770V AL6 and 94770V AM4 August 7, 2017 To: The Bank of New York Mellon Trust Company, N.A. Reference is hereby made to

WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE-WHOLE FUNDAMENTAL CHANGE 2.625% Convertible Notes due 2023 CUSIP Nos. 94770V AL6 and 94770V AM4 August 7, 2017

EX-99.(A)(5)(G) 6 s001815x1exa5g.htm EXHIBIT (A)(5)(G) Exhibit (a)(5)(G) WEBMD HEALTH CORP. NOTICE OF ANTICIPATED MAKE-WHOLE FUNDAMENTAL CHANGE 2.625% Convertible Notes due 2023 CUSIP Nos. 94770V AL6 and 94770V AM4 August 7, 2017 To: Holders of WebMD Health Corp.’s 2.625% Convertible Notes due 2023 (the “Notes”) Reference is hereby made to an indenture, dated as of June 1, 2016 (the “Indenture”),

NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock WEBMD HEALTH CORP. $66.50 NET PER SHARE Pursuant to the Offer to Purchase dated August 7, 2017 DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC THE OFFER AND WITH

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of ? WEBMD HEALTH CORP.

WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10011 212.624.3700 Phone Important Notice Concerning Your Rights Under The WebMD 401(k) Savings Plan

Exhibit (a)(1)(I) WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10011 212.624.3700 Phone Important Notice Concerning Your Rights Under The WebMD 401(k) Savings Plan August 7, 2017 RE: Blackout Period Under The WebMD 401(k) Savings Plan Dear Plan Participant or Beneficiary: This notice (“Notice”) is being provided to you pursuant to Section 101(i) of the Employee Retirement Income Sec

Offer To Purchase For Cash All Outstanding Shares of Common Stock of WEBMD HEALTH CORP. $66.50 NET PER SHARE Pursuant to the Offer to Purchase dated August 7, 2017 DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC THE OFFER AND WI

EX-99.(A)(1)(D) 5 s001800x1ex-a1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of   WEBMD HEALTH CORP. at $66.50 NET PER SHARE Pursuant to the Offer to Purchase dated August 7, 2017 by DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME, ON SEP

Letter of Transmittal to Tender Shares of Common Stock Of WEBMD HEALTH CORP. at $66.50 Net Per Share Pursuant to the Offer to Purchase dated August 7, 2017 by DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC.

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock Of ? WEBMD HEALTH CORP.

April 6, 2017

Exhibit (d)(2) Confidential April 6, 2017 Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, 42nd Floor New York, NY 10019 Ladies and Gentlemen: In connection with the consideration of a possible transaction between Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (?Recipient Co.?), and WebMD Health Corp., a Delaware corporation (collectively with its direct or indirect subsi

Offer to Purchase for Cash All Outstanding Shares of Common Stock of WEBMD HEALTH CORP. at $66.50 Net Per Share by DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YO

TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ? WEBMD HEALTH CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEB

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 94770V 1

CREDIT SUISSE AG CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010

Exhibit (b)(1) CREDIT SUISSE AG CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010 ROYAL BANK OF CANADA 200 Vesey Street New York, NY 10281 KKR CAPITAL MARKETS LLC KKR CORPORATE LENDING LLC 9 West 57th Street, Suite 4160 New York, New York 10019 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.

Offer To Purchase For Cash All Outstanding Shares of Common Stock WEBMD HEALTH CORP. $66.50 NET PER SHARE Pursuant to the Offer to Purchase dated August 7, 2017 DIAGNOSIS MERGER SUB, INC. a wholly-owned subsidiary of MH SUB I, LLC THE OFFER AND WITHD

Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ? WEBMD HEALTH CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGE

SC TO-T 1 s001800x1sctot.htm SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) A direct wholly-owned subsidiary of MH SUB I, LLC (Parent of Offeror) KKR NORTH AMERI

WebMD Health Corp. 395 Hudson St. New York, NY 10014

Exhibit (e)(12) CONFORMED COPY WebMD Health Corp. 395 Hudson St. New York, NY 10014 As of April 17, 2017 Mr. Rick Treese c/o WebMD Health Corp. 395 Hudson St. ? 4th Floor New York, NY 10014 Re: Amended and Restated Employment Agreement Dear Rick: This letter (?Letter Agreement?) sets forth the terms of your continued employment with WebMD Health Corp. (the ?Company? or ?WebMD Health?), effective a

WBMD / WebMD Health Corp. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Excerpt from Current Report on Form 8-K Filed on July 26, 2017 by the Registrant

EX-99.2 7 d391943dex992.htm EX-99.2 Exhibit 99.2 Excerpt from Current Report on Form 8-K Filed on July 26, 2017 by the Registrant On July 24, 2017, WebMD Health Corp., a Delaware corporation (the “Company” or “WebMD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MH Sub I, LLC, a Delaware limited liability company (“Parent”), and Diagnosis Merger Sub, Inc., a Delaware

Explanation of Non-GAAP Financial Measures

EX-99.1 6 d391943dex991.htm EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the “MD&A”) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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 bef

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d400180d8k.htm 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 July 23, 2017 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 incorpora

WEBMD TO BE ACQUIRED BY KKR’s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion

EX-99.1 Exhibit 99.1 WEBMD TO BE ACQUIRED BY KKR?s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion NEW YORK, NY ? July 24, 2017 ? WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, and Internet Brands, a KKR portfolio company, today announced that Internet Brands has entered into a definitive agreemen

AMENDED AND RESTATED BY-LAWS WEBMD HEALTH CORP. (as amended and restated on July 23, 2017) ARTICLE I Meetings of Stockholders

EX-3.1 3 d400180dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF WEBMD HEALTH CORP. (as amended and restated on July 23, 2017) ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as

AGREEMENT AND PLAN OF MERGER MH SUB I, LLC, DIAGNOSIS MERGER SUB, INC. WEBMD HEALTH CORP. Dated as of July 24, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Definitions 2 ARTICLE II THE OFFER SECTION 2.01 The Offer 11 SECTION 2.02 Co

EX-2.1 2 d400180dex21.htm EX-2.1 Exhibit 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGER among MH SUB I, LLC, DIAGNOSIS MERGER SUB, INC. and WEBMD HEALTH CORP. Dated as of July 24, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Definitions 2 ARTICLE II THE OFFER SECTION 2.01 The Offer 11 SECTION 2.02 Company Action 14 ARTICLE III THE MERGER SECTION 3.01 The Merger 15 SECTION 3.02 C

WebMD to be Acquired by KKR’s Internet Brands

EX-99.3 4 d408981dex993.htm EX-99.3 Exhibit 99.3 WebMD to be Acquired by KKR’s Internet Brands Employee FAQs July 24, 2017 Why has WebMD agreed to be acquired? Why now? Is $66.50 per share a good value for the company? We’ve entered into this agreement with Internet Brands to maximize shareholder value. The Internet Brands offer represents a premium of approximately 30 percent to WebMD’s share pri

WEBMD TO BE ACQUIRED BY KKR’s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion

EX-99.1 2 d408981dex991.htm EX-99.1 Exhibit 99.1 WEBMD TO BE ACQUIRED BY KKR’s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion NEW YORK, NY – July 24, 2017 – WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, and Internet Brands, a KKR portfolio company, today announced that Internet Brands has entere

Subject: A Message from Steve Zatz: Important Announcement

EX-99.2 3 d408981dex992.htm EX-99.2 Exhibit 99.2 Subject: A Message from Steve Zatz: Important Announcement Distribution Date: July 24, 2017 Dear WebMD Colleagues, As we announced in February, WebMD’s Board of Directors retained JP Morgan Securities LLC to help the Company review and explore potential strategic options for maximizing shareholder value. The process we went through over these last f

WebMD Health SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 WEBMD HEALTH CORP. (Name of Subject Company) WEBMD HEALTH CORP. (Name of Persons Filing Statement) Common Stock, $0.01 par value per share (Title of Class of Securities) 94770V 10 2 (CUSIP N

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.3 Exhibit 99.3 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachment include 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, non-cash and other items (which we refer

WEBMD HEALTH CORP. PRELIMINARY FINANCIAL INFORMATION (in millions, except per share amounts) Quarter Ended June 30, 2017 (Preliminary) Revenue $ 176.0 Net income $ 18.9 Interest, taxes, non-cash and other items (a) Interest income (1.9 ) Interest exp

EX-99.2 3 d430350dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. PRELIMINARY FINANCIAL INFORMATION (in millions, except per share amounts) (unaudited) Quarter Ended June 30, 2017 (Preliminary) Revenue $ 176.0 Net income $ 18.9 Interest, taxes, non-cash and other items (a) Interest income (1.9 ) Interest expense 7.0 Income tax provision 11.9 Depreciation and amortization 7.6 Non-cash stock-based

WebMD Provides Preliminary Second Quarter Financial Results

EX-99.1 2 d430350dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Mary Anne Lerma Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WebMD Provides Preliminary Second Quarter Financial Results New York, NY (July 24, 2017)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced preliminary financial results for the three mo

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 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 July 24, 2017 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) (Commissio

WEBMD TO BE ACQUIRED BY KKR’s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion

EX-99.1 2 a17-183181ex99d1.htm EX-99.1 Exhibit 99.1 WEBMD TO BE ACQUIRED BY KKR’s INTERNET BRANDS WebMD Stockholders to Receive $66.50 Per Share in Cash Transaction Valued at Approximately $2.8 Billion NEW YORK, NY — July 24, 2017 — WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, and Internet Brands, a KKR portfolio company, today announced that Internet Brands has ent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGE

SC TO-C 1 a17-183181sctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) DIAGNOSIS MERGER SUB, INC. (Offeror) a direct wholly owned subsidiary of MH SUB I, LLC (Parent of Offeror) KKR NORTH AMERICA FU

WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF JUNE 1, 2017) ARTICLE 1

EX-4.1 EXHIBIT 4.1 WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF JUNE 1, 2017) ARTICLE 1 PURPOSE 1.1 General. The purpose of the WebMD Health Corp. 2005 Long-Term Incentive Plan (as it may be amended from time to time, the ?Plan?) is to promote the success, and enhance the value, of WebMD Health Corp., a Delaware Corporation (the ?Corporation?

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d408982d8k.htm FORM 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 June 1, 2017 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 incor

Explanation of Non-GAAP Financial Measures

EX-99.1 7 d323984dex991.htm EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the “MD&A”) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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 bef

AMENDMENT NO. 7 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT

EX-10.1 Exhibit 10.1 CONFORMED COPY AMENDMENT NO. 7 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT THIS AMENDMENT is made to be effective as of March 31, 2017: WHEREAS, WebMD Health Corp. (the ?Company?) and Scott Wahlers (the ?Trustee?) are parties to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement (as Amended and Restated Effective as of March 15, 2008 and

WebMD Health 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

WebMD Reports First Quarter Financial Results and Reaffirms 2017 Guidance

EX-99.1 2 d385112dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Mary Anne Lerma [email protected] 212-624-3817 Media: Adam Grossberg [email protected] 212-624-3790 WebMD Reports First Quarter Financial Results and Reaffirms 2017 Guidance New York, NY (May 2, 2017) - WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for the three

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 5 d385112dex994.htm EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2017 2016 Revenue $ 154,058 $ 158,553 Cost of operations 63,501 62,513 Sales and marketing 36,008 33,756 General an

EX-99.2 3 d385112dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2017 2016 Revenue $ 154,058 $ 158,553 Cost of operations 63,501 62,513 Sales and marketing 36,008 33,756 General and administrative 22,619 23,756 Depreciation and amortization 7,061 7,487 Interest income 1,953 206 In

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 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 May 2, 2017 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

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2017 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 437.0 $ 450.0 OTC, CPG and other 143.0 148.0 580.0 5

EX-99.3 4 d385112dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2017 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 437.0 $ 450.0 OTC, CPG and other 143.0 148.0 580.0 598.0 Health services 99.0 100.0 Information services 31.0 32.0 $ 710.0 $ 730.0 Net income $ 89.0 $ 98

WebMD Health DEF 14A

DEF 14A 1 d354387ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d379577d8k.htm FORM 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 17, 2017 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 inc

AMENDED AND RESTATED BY-LAWS WEBMD HEALTH CORP. (as amended and restated on April 17, 2017) ARTICLE I Meetings of Stockholders

EX-3.1 2 d379577dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED BY-LAWS OF WEBMD HEALTH CORP. (as amended and restated on April 17, 2017) ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, a

Other Events

8-K 1 d303509d8k.htm FORM 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 March 17, 2017 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 inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d350360d8k.htm FORM 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 March 7, 2017 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 inco

WBMD / WebMD Health Corp. / Blue Harbour Group, L.P. - BLUE HARBOUR GROUP, L.P. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* WebMD Health Corp. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) David Silverman Blue Harbour Group, LP 646 Steamboat Road Greenwich, Connecticut 06830 (203) 422-6540 with a copy to: Eleazer Klein, Esq. Schulte R

WebMD Health FORM 10-K (Annual Report)

Form 10-K Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

2

EX-10.47 7 d292172dex1047.htm EX-10.47 Exhibit 10.47 CONFORMED COPY 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 As of November 2, 2016 Douglas W. Wamsley c/o WebMD Health Corp. 395 Hudson St. – 3rd Floor New York, NY 10014 Dear Doug: Reference is made to the grant of (i) a nonqualified option to purchase 75,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you

2

EX-10.46 Exhibit 10.46 CONFORMED COPY 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 As of November 2, 2016 Michael B. Glick c/o WebMD Health Corp. 395 Hudson St. – 3rd Floor New York, NY 10014 Dear Mike: Reference is made to the grant of (i) a nonqualified option to purchase 75,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on November 2, 2016 (the “2016

WebMD Health Corp. Code of Business Conduct Revised February 2017

EX-14.1 12 d292172dex141.htm EX-14.1 Exhibit 14.1 WebMD Health Corp. Code of Business Conduct Revised February 2017 To All WebMD Employees, WebMD is committed to being a good corporate citizen and to achieving our business goals in a manner that enhances our reputation for integrity. We believe this commitment is at the core of what makes WebMD a highly trusted and successful company. We have adop

CONFORMED COPY

EX-10.48 8 d292172dex1048.htm EX-10.48 Exhibit 10.48 CONFORMED COPY 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 As of November 2, 2016 Martin J. Wygod c/o WebMD Health Corp. 395 Hudson St. – 3rd Floor New York, NY 10014 Dear Marty: Reference is made to the grant of (i) a nonqualified option to purchase 100,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you

ANNEX A

EX-10.43 3 d292172dex1043.htm EX-10.43 Exhibit 10.43 CONFORMED COPY 111 Eighth Avenue New York, NY 10011 212.624.3700 May 29, 2015 Blake DeSimone [address on file with Registrant] Dear Blake, This letter will confirm the terms of your offer of employment with WebMD Health Corp. (“WebMD” or the “Company”). It is anticipated that your first day of employment with the Company will be July 6, 2015. Su

4 ANNEX A RESTRICTIVE COVENANT AGREEMENT

EX-10.51 Exhibit 10.51 CONFORMED COPY 111 Eighth Avenue New York, NY 10011 212.624.3700 May 1, 2012 Richard Treese [address on file with Registrant] Dear Rick, This letter will confirm the terms of your offer of employment with WebMD, LLC. and/or its subsidiaries (the “Company”), a subsidiary of WebMD Health Corp. (“WebMD Health”). It is anticipated that your first day of employment with the Compa

WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 13, 2017) ARTICLE 1

EX-4.12 EXHIBIT 4.12 WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 13, 2017) ARTICLE 1 PURPOSE 1.1 General. The purpose of the WebMD Health Corp. 2005 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”) is to promote the success, and enhance the value, of WebMD Health Corp., a Delaware Corporation (the “Corpo

WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

EX-10.49 9 d292172dex1049.htm EX-10.49 Exhibit 10.49 CONFORMED COPY WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT is made effective as of November 2, 2016 (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Martin J. Wygod (the “Holder”): WHEREAS, the Compensation Committee of the Com

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following lists the subsidiaries of WebMD Health Corp. and their respective jurisdictions of incorporation or formation: Name Jurisdiction Healtheon Software India Private Limited India Medical Information Services, LLC Delaware Medscape, LLC Delaware Conceptis LLC Delaware eMedicine.com LLC Delaware Sim AS, LLC Delaware PRX Holdings Corp. De

Explanation of Non-GAAP Financial Measures

EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 7 (the “MD&A”) of the Annual Report on Form 10-K to which this is filed as Exhibit 99.1 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, non-cash and other i

WebMD Health Corp. 395 Hudson St. New York, NY 10014

EX-10.45 5 d292172dex1045.htm EX-10.45 Exhibit 10.45 CONFORMED COPY WebMD Health Corp. 395 Hudson St. New York, NY 10014 As of November 2, 2016 Steven L. Zatz, M.D. c/o WebMD Health Corp. 395 Hudson St. – 4th Floor New York, NY 10014 Re: Amended and Restated Employment Agreement Dear Steve: This letter (“Letter Agreement”) sets forth the terms of your continued employment with WebMD Health Corp. (

2

EX-10.44 Exhibit 10.44 CONFORMED COPY 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 As of November 2, 2016 Blake DeSimone c/o WebMD Health Corp. 395 Hudson St. – 3rd Floor New York, NY 10014 Dear Blake: This letter agreement (“Agreement”) describes the amendments being made to the employment agreement between you and WebMD Health Corp. (“WebMD” or the “Company”) dated May 29, 2015 (t

WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

EX-10.50 10 d292172dex1050.htm EX-10.50 Exhibit 10.50 CONFORMED COPY WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT is made effective as of November 2, 2016 (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Steven L. Zatz (the “Holder”): WHEREAS, the Compensation Committee of the Com

Financial Statements and Exhibits, Other Events

8-K 1 d366755d8k.htm 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 February 16, 2017 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 incor

WEBMD ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES

EX-99.1 2 d366755dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WEBMD ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES New York, NY (February 16, 2017)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that its Board of Directors, working together with

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2017 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 437.0 $ 450.0 OTC, CPG and other 143.0 148.0 580.0 5

EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2017 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 437.0 $ 450.0 OTC, CPG and other 143.0 148.0 580.0 598.0 Health services 99.0 100.0 Information services 31.0 32.0 $ 710.0 $ 730.0 Net income $ 89.0 $ 98.0 Interest, taxes, non-cash

WebMD Reports Fourth Quarter and Full Year 2016 Financial Results WebMD Issues 2017 Financial Guidance WebMD Announces Exploration of Strategic Alternatives

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WebMD Reports Fourth Quarter and Full Year 2016 Financial Results WebMD Issues 2017 Financial Guidance WebMD Announces Exploration of Strategic Alternatives New York, NY (February 16, 2017)?WebMD Health Corp. (NASDAQ: WBMD), the leading source of health infor

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 16, 2017 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

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Years Ended December 31, December 31, 2016 2015 2016 2015 Revenue $ 207,472 $ 192,129 $ 705,046 $ 636,399 Cost of operations

EX-99.2 3 d342652dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Years Ended December 31, December 31, 2016 2015 2016 2015 Revenue $ 207,472 $ 192,129 $ 705,046 $ 636,399 Cost of operations 72,895 69,475 266,654 247,311 Sales and marketing 41,328 40,129 145,962 138,025 General and administr

WEBMD HEALTH CORP. RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2016 (In thousands, unaudited) Net cash provided by operating activities $ 161,153 Excess tax benefit on stock-based awar

EX-99.5 6 d342652dex995.htm EX-99.5 Exhibit 99.5 WEBMD HEALTH CORP. RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2016 (In thousands, unaudited) Net cash provided by operating activities $ 161,153 Excess tax benefit on stock-based awards 54,258 Purchases of property and equipment (29,785 ) Free Cash Flow $ 185,626 Free Cash Flow is de

WBMD / WebMD Health Corp. / KENSICO CAPITAL MANAGEMENT CORP - SCHEDULE 13G/A, AMENDMENT NO. 1 Passive Investment

CUSIP No. 94770V102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* WebMD Health Corp. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

WBMD / WebMD Health Corp. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 webmdhealthcorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: WebMD Health Corp Title of Class of Securities: Common Stock CUSIP Number: 94770V102 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to w

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Charles A.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Charles A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d294924d8k.htm 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 10, 2017 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 incorp

Ian G. Banwell Joins WebMD’s Board of Directors

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 Ian G. Banwell Joins WebMD?s Board of Directors NEW YORK, NY (January 13, 2017) ? WebMD Health Corp. (NASDAQ:WBMD) today announced that its Board of Directors has appointed Ian G. Banwell to WebMD?s Board. Mr. Banwell was appointed to fill a vacancy created w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d514931d8k.htm FORM 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 December 30, 2016 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

NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 2.625% Convertible Notes due 2023 WEBMD HEALTH CORP. (CUSIP No. 94770V AL6) January 3, 2017 To: The Holders of WebMD Health Corp.’s 2.625% Convertible Notes due 2023 (the “Securities”)

EX-99.1 2 d514931dex991.htm EX-99.1 Exhibit 99.1 WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 Phone NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 2.625% Convertible Notes due 2023 of WEBMD HEALTH CORP. (CUSIP No. 94770V AL6) January 3, 2017 To: The Holders of WebMD Health Corp.’s 2.625% Convertible Notes due 2023 (the “Securities”) Reference is made to the In

NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 1.50% Convertible Notes due 2020 WEBMD HEALTH CORP. (CUSIP Nos. 94770V AJ1 and 94770V AK8) January 3, 2017 To: The Holders of WebMD Health Corp.’s 1.50% Convertible Notes due 2020 (the “Securities”)

EX-99.3 4 d514931dex993.htm EX-99.3 Exhibit 99.3 WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 Phone NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 1.50% Convertible Notes due 2020 of WEBMD HEALTH CORP. (CUSIP Nos. 94770V AJ1 and 94770V AK8) January 3, 2017 To: The Holders of WebMD Health Corp.’s 1.50% Convertible Notes due 2020 (the “Securities”) Reference is

NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 2.50% Convertible Notes due 2018 WEBMD HEALTH CORP. (CUSIP Nos. 94770V AE2 and 94770V AF9) January 3, 2017 To: The Holders of WebMD Health Corp.’s 2.50% Convertible Notes due 2018 (the “Securities”)

EX-99.2 3 d514931dex992.htm EX-99.2 Exhibit 99.2 WebMD Health Corp. 395 Hudson Street 3rd Floor New York, NY 10014 212.624.3700 Phone NOTICE OF CONVERSION RATE ADJUSTMENT in respect of 2.50% Convertible Notes due 2018 of WEBMD HEALTH CORP. (CUSIP Nos. 94770V AE2 and 94770V AF9) January 3, 2017 To: The Holders of WebMD Health Corp.’s 2.50% Convertible Notes due 2018 (the “Securities”) Reference is

WebMD Health 8-K/A (Current Report/Significant Event)

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 December 15, 2016 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 incorp

WebMD Health SC TO-I/A

SC TO-I/A 1 d316410dsctoia.htm SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) WEBMD HEALTH CORP. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title

WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

EX-99.A.1.L 2 d316410dex99a1l.htm EX-99(A)(1)(L) Exhibit (a)(1)(L) Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER NEW YORK, NY (December 21, 2016) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final results of its tender offer to purchase up to 2,000,000

Financial Statements and Exhibits, Other Events

8-K 1 d276874d8k.htm FORM 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 December 15, 2016 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

WebMD Health SC TO-I/A

SC TO-I/A 1 d296534dsctoia.htm SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) WEBMD HEALTH CORP. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title

WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

EX-99.(a)((1)(K) Exhibit (a)(1)(K) Contacts: Investors: Risa Fisher [email protected] 212-624-3817 Media: Adam Grossberg [email protected] 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NY (December 16, 2016) ? WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 2,000,000 shares of its commo

[Letterhead of Fidelity Management Trust Company] IMMEDIATE ATTENTION REQUIRED

EX-99.A1H 2 d296600dex99a1h.htm EX-99.(A)(1)(H) Exhibit (a)(1)(H) [Letterhead of Fidelity Management Trust Company] IMMEDIATE ATTENTION REQUIRED November 17, 2016 RE: The WebMD 401(k) Savings Plan Dear Plan Participant: The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the WebMD 401(k) Savings Plan (the “Plan”), a

WebMD Health SC TO-I/A

SC TO-I/A 1 d296600dsctoia.htm SC TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) WEBMD HEALTH CORP. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title

WebMD Health SC TO-I

SC TO-I 1 d274112dsctoi.htm SC TO-I Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WEBMD HEALTH CORP. (Name of Subject Company (Issuer)) WEBMD HEALTH CORP. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of C

[EMAIL COMMUNICATION TO EMPLOYEES OF WEBMD HEALTH CORP. AND ITS SUBSIDIARIES] WEBMD TENDER OFFER

EX-99.A.1.J 10 d274112dex99a1j.htm EX-99.A.1.J Exhibit (a)(1)(J) [EMAIL COMMUNICATION TO EMPLOYEES OF WEBMD HEALTH CORP. AND ITS SUBSIDIARIES] WEBMD TENDER OFFER November 16, 2016 As you may have heard, WebMD has announced an offer to purchase up to 2,000,000 shares of WebMD common stock, at a price of $55.00 per share, without interest. A copy of the press release announcing the tender offer is a

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated November 16, 2016, and the related Letter of Transmittal, and any amendments

EX-99.A.1.G Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated November 16, 2016, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of sh

WEBMD HEALTH CORP. NOTICE TO CERTAIN HOLDERS OF STOCK OPTIONS RE: OFFER TO PURCHASE COMMON STOCK OF WEBMD HEALTH CORP. November 16, 2016

EX-99.A.1.I 9 d274112dex99a1i.htm EX-99.A.1.I Exhibit (a)(1)(I) WEBMD HEALTH CORP. NOTICE TO CERTAIN HOLDERS OF STOCK OPTIONS RE: OFFER TO PURCHASE COMMON STOCK OF WEBMD HEALTH CORP. November 16, 2016 As you may already know, WebMD Health Corp. (“WebMD”) has recently announced an offer to purchase up to 2,000,000 shares of its common stock, $.01 par value per share, at a price of $55.00 per share,

WEBMD HEALTH CORP. ANNOUNCES COMMENCEMENT OF TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT PRICE OF $55.00 PER SHARE

EX-99.A.1.F 7 d274112dex99a1f.htm EX-99.A.1.F Exhibit (a)(1)(F) Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES COMMENCEMENT OF TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT PRICE OF $55.00 PER SHARE NEW YORK, NY (November 16, 2016) – WebMD Health Corp. (Nasdaq: WBMD) ann

Offer to Purchase for Cash WEBMD HEALTH CORP. Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $55.00 Per Share

EX-99.A.1.D Exhibit (a)(1)(D) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016, UNLESS THE OFFER IS EXTENDED. November 16, 2016 To Brokers, Dealers, Commercial Banks, Trust Companies and

Offer to Purchase for Cash WEBMD HEALTH CORP. Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $55.00 Per Share

EX-99.A.1.A Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016 UNLESS THE OFFER IS EXTENDED (THE ?EXPIRATION TIME?). WebMD Health Corp., a Delaware corpo

Offer to Purchase for Cash WEBMD HEALTH CORP. Up to 2,000,000 Shares of Its Common Stock at a Purchase Price of $55.00 Per Share

EX-99.A.1.E Exhibit (a)(1)(E) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of Its Common Stock at a Purchase Price of $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, da

Letter of Transmittal To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated November 16, 2016 WEBMD HEALTH CORP. Up to 2,000,000 Shares of Its Common Stock at a Purchase Price of $55.00 Per Share

EX-99.A.1.B 3 d274112dex99a1b.htm EX-99.A.1.B Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated November 16, 2016 by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of Its Common Stock at a Purchase Price of $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMB

NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) Tender of Shares of Common Stock WEBMD HEALTH CORP.

EX-99.A.1.C Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of WEBMD HEALTH CORP. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016, UNLESS THE OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below) this form mu

Financial Statements and Exhibits, Other Events

8-K 1 d279160d8k.htm FORM 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 14, 2016 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

WEBMD HEALTH CORP. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK NEW YORK, NY (November 14, 2016) ? WebMD Health Corp. (Nasdaq: WBMD) announced today that it intends to commence a tender offer within the

WEBMD HEALTH CORP. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES OF ITS COMMON STOCK NEW YORK, NY (November 14, 2016) ? WebMD Health Corp. (Nasdaq: WBMD) announced today that it intends to commence a tender offer within the

WebMD Health FORM 8-K

SC TO-C 1 d279160d8k.htm FORM 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 14, 2016 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

WebMD Health FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Explanation of Non-GAAP Financial Measures

EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the ?MD&A?) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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, non-cas

WEBMD HEALTH CORP. 395 Hudson Street New York, New York 10014

Exhibit 10.1 Exhibit 10.1 CONFORMED COPY WEBMD HEALTH CORP. 395 Hudson Street New York, New York 10014 September 16, 2016 Mr. David Schlanger c/o WebMD Health Corp. 395 Hudson Street New York, New York 10014 Dear David: As discussed, this letter agreement (this ?Agreement?) sets forth our mutual agreement regarding the terms of your departure from WebMD Health Corp., a Delaware corporation (the ?C

WebMD Health 8-K (Current Report/Significant Event)

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 2, 2016 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

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Nine Months Ended Three Months Ending Year Ending September 30, 2016 December 31, 2016 December 31, 2016 Actuals Guidance Range Guidan

EX-99.3 4 d275292dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Nine Months Ended Three Months Ending Year Ending September 30, 2016 December 31, 2016 December 31, 2016 Actuals Guidance Range Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 296.4 $ 129.6 $ 134.6 $ 4

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d275292d8k.htm 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, 2016 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 incorp

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue $ 171,438 $ 152,607 $ 497,574 $ 444,270 Cost of ope

EX-99.2 3 d275292dex992.htm 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, 2016 2015 2016 2015 Revenue $ 171,438 $ 152,607 $ 497,574 $ 444,270 Cost of operations 65,458 59,552 193,759 177,836 Sales and marketing 35,264 32,850 104,634 97,896 General and ad

WebMD Reports Strong Third Quarter Revenue and Earnings Growth

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WebMD Reports Strong Third Quarter Revenue and Earnings Growth New York, NY (November 1, 2016)?WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for the three months ended September 30, 2016. ?We ar

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Charles A.

WebMD Health ESP

WebMD Health Corp. 395 Hudson Street New York, NY 10014 212.624.3700 Phone October 3, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Craig D. Wilson Senior Assistant Chief Accountant Office of Information Technologies and Services Re: WebMD Health Corp. Form 8-K for quarter ended June 30, 2016 Filed August 8

Submission of Matters to a Vote of Security Holders

8-K 1 d246945d8k.htm 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 September 29, 2016 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 inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d254326d8k.htm 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 September 25, 2016 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 inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d263431d8k.htm 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 September 16, 2016 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 inco

WebMD Appoints Steven L. Zatz, M.D. as Chief Executive Officer

EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Adam Grossberg [email protected] [email protected] 212-624-3817 212-624-3790 WebMD Appoints Steven L. Zatz, M.D. as Chief Executive Officer New York, NY (September 19, 2016)?WebMD Health Corp. (NASDAQ WBMD), the leading source of health information, today announced that the Board of Directors has appointed Steven L. Zatz, M.D., its Pr

WebMD Health DEFA14A

DEFA14A 1 d100261ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi

WebMD Health DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

WebMD Health DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

Explanation of Non-GAAP Financial Measures

EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the ?MD&A?) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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, non-cas

WebMD Health FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

WebMD Health FORM 8-K (Current Report/Significant Event)

Form 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 August 8, 2016 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) (Commissi

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 428.0 $ 436.0 OTC, CPG and other 131.0 134.0 559.0 5

EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 428.0 $ 436.0 OTC, CPG and other 131.0 134.0 559.0 570.0 Health services 109.0 110.0 Information services 27.0 28.0 $ 695.0 $ 708.0 Earnings before interest, taxes, non-cash and oth

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue $ 167,583 $ 148,320 $ 326,136 $ 291,663 Cost of operations 65,

EX-99.2 3 d234114dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue $ 167,583 $ 148,320 $ 326,136 $ 291,663 Cost of operations 65,788 60,407 128,301 118,284 Sales and marketing 35,614 32,570 69,370 65,046 General and administrative

WebMD Reports Strong Second Quarter Revenue and Earnings Growth

EX-99.1 2 d234114dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Michael Heinley [email protected] [email protected] 212-624-3817 212-624-3926 WebMD Reports Strong Second Quarter Revenue and Earnings Growth New York, NY (August 8, 2016) - WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for the three months ende

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 5 d234114dex994.htm EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d219270d8k.htm 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 August 2, 2016 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 incorpor

WEBMD HEALTH CORP. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Dated as of June 1, 2016 $360,000,000 Principal Amount 2.625% Convertible Notes due 2023 CROSS-REFERENCE TABLE* TIA Section Indenture Section 310 (a)(1) N.A. (a)(2) N.A. (a

EX-4.1 2 d371212dex41.htm EX-4.1 Exhibit 4.1 CONFORMED COPY WEBMD HEALTH CORP. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of June 1, 2016 $360,000,000 Principal Amount 2.625% Convertible Notes due 2023 CROSS-REFERENCE TABLE* TIA Section Indenture Section 310 (a)(1) N.A. (a)(2) N.A. (a)(3) N.A. (a)(4) N.A. (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (

Financial Statements and Exhibits

8-K/A 1 d371212d8ka.htm 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 May 25, 2016 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 jur

WebMD Announces Proposed Offering of Convertible Notes

EX-99.1 2 d172274dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors and Media: Risa Fisher [email protected] 212-624-3817 WebMD Announces Proposed Offering of Convertible Notes New York, NY (May 25, 2016) - WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that it intends to offer $300 million aggregate principal amount of Convertible Notes due 2023 in a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d172274d8k.htm FORM 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 May 25, 2016 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 incor

WebMD Announces Pricing of $300 Million of 2.625% Convertible Notes Due 2023

EX-99.2 Exhibit 99.2 Contacts: Investors and Media: Risa Fisher [email protected] 212-624-3817 WebMD Announces Pricing of $300 Million of 2.625% Convertible Notes Due 2023 New York, NY, (May 26, 2016) - WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced the pricing of its private placement of $300 million aggregate principal amount of 2.625% Convertible No

WEBMD HEALTH CORP. SUPPLEMENTAL 2016 GUIDANCE FOR INCOME PER SHARE CALCULATION

EX-99.3 4 d172274dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. SUPPLEMENTAL 2016 GUIDANCE FOR INCOME PER SHARE CALCULATION Based on the Company’s Financial Guidance for the Year Ending December 31, 2016, the 1.50% convertible notes, the 2.50% convertible notes, the 2.25% convertible notes and the 2.625% convertible notes are expected to be dilutive to net income on both the low end and high e

Explanation of Non-GAAP Financial Measures

EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the ?MD&A?) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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, non-cas

WebMD Health 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 4, 2016 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 Numb

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 428.0 $ 436.0 OTC, CPG and other 131.0 134.0 559.0 5

EX-99.3 4 d190846dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 428.0 $ 436.0 OTC, CPG and other 131.0 134.0 559.0 570.0 Private portal services 109.0 110.0 Information services 27.0 28.0 $ 695.0 $ 708.0 Earnings befo

WebMD Announces First Quarter Financial Results WebMD Increases 2016 Financial Guidance

EX-99.1 2 d190846dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Risa Fisher [email protected] 212-624-3817 Media: Michael Heinley [email protected] 212-624-3926 WebMD Announces First Quarter Financial Results WebMD Increases 2016 Financial Guidance New York, NY (May 4, 2016)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for th

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2016 2015 Revenue $ 158,553 $ 143,343 Cost of operations 62,513 57,877 Sales and marketing 33,756 32,476 General an

EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2016 2015 Revenue $ 158,553 $ 143,343 Cost of operations 62,513 57,877 Sales and marketing 33,756 32,476 General and administrative 23,756 21,453 Depreciation and amortization 7,487 8,245 Interest income 206 17 Interest expense 5,100 6,172 Inco

WebMD Health 10-K/A (Annual Report)

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 to ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-353

AMENDMENT NO. 6 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT

EX-10.48 EXHIBIT 10.48 CONFORMED COPY AMENDMENT NO. 6 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT THIS AMENDMENT is made to be effective as of March 10, 2016: WHEREAS, WebMD Health Corp. (the ?Company?) and Peter Anevski (the ?Trustee?) are parties to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement (as Amended and Restated Effective as of March 15, 2008 a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d163653d8k.htm 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 March 10, 2016 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 incorpor

WebMD Health FORM 10-K (Annual Report)

Form 10-K Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

WebMD Health Corp. Code of Business Conduct Revised February 2016

EX-14.1 2 d78402dex141.htm EX-14.1 Exhibit 14.1 WebMD Health Corp. Code of Business Conduct Revised February 2016 To All WebMD Employees, WebMD is committed to being a good corporate citizen and to achieving our business goals in a manner that enhances our reputation for integrity. We believe this commitment is at the core of what makes WebMD a highly trusted and successful company. We have adopte

WEBMD HEALTH CORP. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Effective as of October 30, 2015

EX-99.2 EXHIBIT 99.2 WEBMD HEALTH CORP. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Effective as of October 30, 2015 A. Purpose and Role 1. General. The Audit Committee (the “Committee”) has been established by the Board of Directors (the “Board”) of WebMD Health Corp. (the “Corporation”) to oversee: • the accounting and financial reporting processes of the Corporation, • the effectiveness of the

Explanation of Non-GAAP Financial Measures

EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 7 (the “MD&A”) of the Annual Report on Form 10-K to which this is filed as Exhibit 99.1 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, non-cash and other i

SUBSIDIARIES OF THE REGISTRANT

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following lists the subsidiaries of WebMD Health Corp. and their respective jurisdictions of incorporation or formation: Name Jurisdiction Healtheon Software India Private Limited India Medical Information Services, LLC Delaware Medscape, LLC Delaware Conceptis LLC Delaware eMedicine.com LLC Delaware Sim AS, LLC Delaware PRX Holdings Corp. De

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 23, 2016 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 Fil

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 421.0 $ 434.0 OTC, CPG and other 128.0 133.0 549.0 5

EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2016 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 421.0 $ 434.0 OTC, CPG and other 128.0 133.0 549.0 567.0 Private portal services 109.0 110.0 Information services 27.0 28.0 $ 685.0 $ 705.0 Earnings before interest, taxes, non-cash

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended December 31, Years Ended December 31, 2015 2014 2015 2014 Revenue $ 192,129 $ 162,727 $ 636,399 $ 580,449 Cost of operations

EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended December 31, Years Ended December 31, 2015 2014 2015 2014 Revenue $ 192,129 $ 162,727 $ 636,399 $ 580,449 Cost of operations 69,475 60,676 247,311 224,094 Sales and marketing 40,129 36,978 138,025 136,160 General and administrative 24,183 24,756 91,580 9

WebMD Announces Record Fourth Quarter and Full Year 2015 Financial Results Company Expects Continued Acceleration in Biopharma Advertising Growth in 2016

EX-99.1 2 d246513dex991.htm EX-99.1 EXHIBIT 99.1 Contacts: Investors: Media: Risa Fisher Michael Heinley [email protected] [email protected] 212-624-3817 212-624-3926 WebMD Announces Record Fourth Quarter and Full Year 2015 Financial Results Company Expects Continued Acceleration in Biopharma Advertising Growth in 2016 New York, NY (February 23, 2016)—WebMD Health Corp. (NASDAQ: WBMD), the leadin

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 d293199d8k.htm FORM 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 February 19, 2016 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

AMENDED AND RESTATED BY-LAWS WEBMD HEALTH CORP. (as amended and restated on February 19, 2016) ARTICLE I Meetings of Stockholders

EX-3.1 2 d293199dex31.htm EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED BY-LAWS OF WEBMD HEALTH CORP. (as amended and restated on February 19, 2016) ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware

WBMD / WebMD Health Corp. / KENSICO CAPITAL MANAGEMENT CORP - SC 13G/A FOR WEBMD HEALTH CORP. BY KENSICO CAPITAL MANAGEMENT CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* WebMD Health Corp. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

WBMD / WebMD Health Corp. / SOROS FUND MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga-webmd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* WEBMD HEALTH CORP. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 94770V102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box

WBMD / WebMD Health Corp. / WADDELL & REED FINANCIAL INC - WEBMD HEALTH CORP Passive Investment

SC 13G/A 1 d120476dsc13ga.htm WEBMD HEALTH CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2* WebMD Health Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 94770V102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT

EX-1 2 d120476dex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc., Waddell & Reed Investment Management Company and Ivy Investment Management Company (the “Filing Persons”), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of t

POWER OF ATTORNEY

EX-3 4 d120476dex3.htm POWER OF ATTORNEY EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc., a corporation organized and existing under the laws of the State of Delaware, constitutes and appoints Wendy J. Hills, J.J. Richie and Mark P. Buyle, and each of them severally, its true and lawful attorneys-in-fact on behalf of the corporation

EXHIBIT 2

EX-2 3 d120476dex2.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisor

WBMD / WebMD Health Corp. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 webmdhealthcorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: WebMD Health Corp Title of Class of Securities: Common Stock CUSIP Number: 94770V102 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to w

Results of Operations and Financial Condition

8-K 1 d120050d8k.htm FORM 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 12, 2016 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 i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3533

Explanation of Non-GAAP Financial Measures

Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the ?MD&A?) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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, non-cash and ot

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (in millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 364.0 $ 370.0 OTC, CPG and other 128.0 130.0 492.0 5

EX-99.3 4 d92520dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (in millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 364.0 $ 370.0 OTC, CPG and other 128.0 130.0 492.0 500.0 Private portal services 107.0 108.5 Information services 26.0 26.5 $ 625.0 $ 635.0 Earnings befor

WebMD Announces Third Quarter Financial Results WebMD Reaffirms 2015 Outlook

EX-99.1 2 d92520dex991.htm EX-99.1 Exhibit 99.1 Contacts: Investors: Media: Risa Fisher Michael Heinley [email protected] [email protected] 212-624-3817 212-624-3926 WebMD Announces Third Quarter Financial Results WebMD Reaffirms 2015 Outlook New York, NY (November 3, 2015)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for the three

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2015 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

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 152,607 $ 143,490 $ 444,270 $ 417,722 Cost of ope

EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 152,607 $ 143,490 $ 444,270 $ 417,722 Cost of operations 59,552 56,398 177,836 163,418 Sales and marketing 32,850 32,950 97,896 99,182 General and administrative 22,942 23,243 67

WebMD Health S-8

S-8 As filed with the Securities and Exchange Commission on October 20, 2015 Registration No.

WebMD Reaffirms Financial Guidance at Its Annual Meeting of Stockholders

EX-99.1 EXHIBIT 99.1 Contacts: Investors: Media: Risa Fisher Michael Heinley [email protected] [email protected] 212-624-3817 212-624-3926 WebMD Reaffirms Financial Guidance at Its Annual Meeting of Stockholders New York, NY (October 1, 2015)?As previously announced, WebMD Health Corp. (NASDAQ: WBMD) will be holding its Annual Meeting of Stockholders today beginning at 9:30 a.m. (ET). During a pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

8-K 1 d40094d8k.htm FORM 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 1, 2015 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 inc

WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF OCTOBER 1, 2015) ARTICLE 1

EX-4.1 2 d40094dex41.htm EX-4.1 EXHIBIT 4.1 WEBMD HEALTH CORP. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF OCTOBER 1, 2015) ARTICLE 1 PURPOSE 1.1 General. The purpose of the WebMD Health Corp. 2005 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”) is to promote the success, and enhance the value, of WebMD Health Corp., a Delaware Co

WebMD Health DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

WebMD Health DEFA14A

DEFA14A 1 d57002ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

Other Events

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 September 12, 2015 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 Fi

Other Events

8-K 1 d63357d8k.htm 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 August 18, 2015 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 incorpor

WebMD Health DEF 14A

DEF 14A 1 d936769ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35337 WEB

Explanation of Non-GAAP Financial Measures

EX-99.1 6 d934536dex991.htm EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the “MD&A”) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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 bef

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (in millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 364.0 $ 370.0 OTC, CPG and other 128.0 130.0 492.0 5

EX-99.3 4 d12266dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (in millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 364.0 $ 370.0 OTC, CPG and other 128.0 130.0 492.0 500.0 Private portal services 107.0 108.5 Information services 26.0 26.5 $ 625.0 $ 635.0 Earnings befor

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 5 d12266dex994.htm EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and

WebMD Announces Second Quarter Financial Results WebMD Reaffirms High End and Raises Low End of 2015 Financial Guidance

EX-99.1 Exhibit 99.1 Contacts: Investors: Risa Fisher [email protected] 212-624-3817 Media: Michael Heinley [email protected] 212-624-3926 WebMD Announces Second Quarter Financial Results WebMD Reaffirms High End and Raises Low End of 2015 Financial Guidance New York, NY (July 30, 2015)?WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 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 July 30, 2015 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) (Commissio

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue $ 148,320 $ 140,400 $ 291,663 $ 274,232 Cost of operations 60,

EX-99.2 3 d12266dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue $ 148,320 $ 140,400 $ 291,663 $ 274,232 Cost of operations 60,407 54,456 118,284 107,020 Sales and marketing 32,570 33,321 65,046 66,232 General and administrative

Explanation of Non-GAAP Financial Measures

EX-99.1 6 d905831dex991.htm EX-99.1 Exhibit 99.1 Explanation of Non-GAAP Financial Measures Item 2 of Part I (the “MD&A”) of the Quarterly Report on Form 10-Q to which this is filed as Exhibit 99.1 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 bef

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35337 WE

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d920732d8k.htm 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 May 6, 2015 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 incorporati

WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2015 2014 Revenue $ 143,343 $ 133,832 Cost of operations 57,877 52,564 Sales and marketing 32,476 32,911 General an

EX-99.2 3 d920732dex992.htm EX-99.2 Exhibit 99.2 WEBMD HEALTH CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data, unaudited) Three Months Ended March 31, 2015 2014 Revenue $ 143,343 $ 133,832 Cost of operations 57,877 52,564 Sales and marketing 32,476 32,911 General and administrative 21,453 23,781 Depreciation and amortization 8,245 7,328 Interest income 17 15 Intere

WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 369.0 $ 380.0 OTC, CPG and other 117.0 122.0 486.0 5

EX-99.3 4 d920732dex993.htm EX-99.3 Exhibit 99.3 WEBMD HEALTH CORP. FINANCIAL GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2015 (In millions, except per share amounts) Guidance Range Revenue Advertising and sponsorship Biopharma and medical device $ 369.0 $ 380.0 OTC, CPG and other 117.0 122.0 486.0 502.0 Private portal services 105.0 108.0 Information services 24.0 25.0 $ 615.0 $ 635.0 Earnings befo

ANNEX A Explanation of Non-GAAP Financial Measures

EX-99.4 Exhibit 99.4 ANNEX A Explanation of Non-GAAP Financial Measures The accompanying WebMD Health Corp. press release and attachments include 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, non-cash and other items (which we refer

WebMD Announces First Quarter Financial Results WebMD Reaffirms 2015 Financial Guidance

EX-99.1 2 d920732dex991.htm EX-99.1 EXHIBIT 99.1 Contacts: Investors: Media: Risa Fisher Michael Heinley [email protected] [email protected] 212-624-3817 212-624-3926 WebMD Announces First Quarter Financial Results WebMD Reaffirms 2015 Financial Guidance New York, NY (May 6, 2015)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced financial results for th

2

EX-10.58 5 d911604dex1058.htm EX-10.58 Exhibit 10.58 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of March 25, 2015 Michael B. Glick c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Mike: Reference is made to the grant of (i) a nonqualified option to purchase 42,500 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on March 25, 2015 (the

2

EX-10.62 9 d911604dex1062.htm EX-10.62 Exhibit 10.62 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 Phone As of July 23, 2011 Douglas W. Wamsley c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Doug: The purpose of this letter is to amend the letter agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”) dated as of July 14, 2005 and as amen

AMENDMENT NO. 5 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT

EX-10.55 2 d911604dex1055.htm EX-10.55 Exhibit 10.55 CONFORMED COPY AMENDMENT NO. 5 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENT THIS AMENDMENT is made to be effective as of February 26, 2015: WHEREAS, WebMD Health Corp. (the “Company”) and Peter Anevski (the “Trustee”) are parties to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement (as Amended and Restated

2

EX-10.60 7 d911604dex1060.htm EX-10.60 Exhibit 10.60 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of March 25, 2015 Steven Zatz, M.D. c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Steve: Reference is made to the grant of (i) a nonqualified option to purchase 80,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on March 25, 2015 (t

2

EX-10.59 6 d911604dex1059.htm EX-10.59 Exhibit 10.59 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of March 25, 2015 Douglas W. Wamsley c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Doug: Reference is made to the grant of (i) a nonqualified option to purchase 42,500 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on March 25, 2015 (t

2

EX-10.57 4 d911604dex1057.htm EX-10.57 Exhibit 10.57 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of March 25, 2015 Peter Anevski c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Pete: Reference is made to the grant of (i) a nonqualified option to purchase 80,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on March 25, 2015 (the “2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 to ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35337 WebMD

WebMD Health Corp. 111 Eighth Avenue New York, NY 10011

EX-10.63 10 d911604dex1063.htm EX-10.63 Exhibit 10.63 CONFORMED COPY WebMD Health Corp. 111 Eighth Avenue New York, NY 10011 March 5, 2013 Doug Wamsley c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011 Dear Doug, This letter will confirm the terms of the amendment to your employment letter (the “Offer Letter”) with WebMD Health Corp. (the “Company” or “WebMD”) dated as of July 14, 2005 a

2

EX-10.56 3 d911604dex1056.htm EX-10.56 Exhibit 10.56 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of March 25, 2015 David Schlanger c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear David: Reference is made to the grant of (i) a nonqualified option to purchase 80,000 shares of WebMD Health Corp.’s (the “Company”) Common Stock made to you on March 25, 2015 (the

111 Eighth Avenue

EX-10.65 12 d911604dex1065.htm EX-10.65 Exhibit 10.65 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 As of November 14, 2012 Michael Glick c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Mike: Reference is made to the grant of a nonqualified option to purchase 50,000 shares of the Company’s Common Stock made to you on November 14, 2012 (the “2012 Option”) as evid

WebMD Health Corp. 111 Eighth Avenue New York, NY 10001

EX-10.64 11 d911604dex1064.htm EX-10.64 Exhibit 10.64 CONFORMED COPY WebMD Health Corp. 111 Eighth Avenue New York, NY 10001 As of February 11, 2011 Michael Glick [address on file with Registrant] Dear Mike: In recognition of the value of your services and in order to induce you to remain in its employ, WebMD Health Corp. (the “Company”) has decided to enter into this agreement (the “Letter Agreem