NEW YORK, Feb. 24, 2015 /PRNewswire/ -- WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced fourth quarter and full year financial results for 2014.

"We are pleased to report financial results for 2014 that are at the high end of our revenue and earnings expectations," said David Schlanger, Chief Executive Officer, WebMD. "We deliver our content and tools on the platforms that our users and advertisers are interested in, and the result has been strong growth in both our mobile traffic and revenue. In 2014, 34% of our advertising revenue was delivered on a mobile device."

Financial Highlights
For the three months ended December 31, 2014:


    --  Revenue was $162.7 million, compared to $146.3 million in the prior year
        period, an increase of 11%. Advertising and sponsorship revenue was
        $127.0 million compared to $120.2 million in the prior year period.
        Private portal services revenue was $28.6 million compared to $21.9
        million in the prior year period. Information services revenue was $7.1
        million compared to $4.2 million in the prior year period.
    --  Earnings before interest, taxes, non-cash and other items ("Adjusted
        EBITDA") was $48.1 million, compared to $40.6 million in the prior year
        period, an increase of 18%.
    --  Net income was $16.3 million or $0.38 per diluted share, compared to
        $10.8 million, or $0.25 per diluted share in the prior year period. Net
        income in the current year period would have been $15.2 million, or
        $0.36 per diluted share, without the effect of a $1.1 million after tax
        gain on discontinued operations resulting from the resolution of tax
        indemnification liabilities related to the 2009 sale of Porex. Net
        income in the prior year period would have been $11.8 million, or $0.27
        per diluted share, without the effect of an after-tax loss on
        convertible notes of $1.0 million.

For the twelve months ended December 31, 2014:


    --  Revenue was $580.4 million compared to $515.3 million in the prior year
        period, an increase of 13%. Advertising and sponsorship revenue was
        $454.0 million compared to $417.0 million in the prior year. Private
        portal services revenue was $103.2 million compared to $82.1 million in
        the prior year. Information services revenue was $23.3 million compared
        to $16.2 million in the prior year.
    --  Adjusted EBITDA was $158.6 million compared to $122.9 million in the
        prior year, an increase of 29%.
    --  Net income was $42.1 million or $1.00 per diluted share compared to
        $15.1 million or $0.31 per diluted share in the prior year. In the
        current year, net income would have been $40.9 million, or $0.97 per
        diluted share, without the effect of the $1.1 million after tax gain on
        discontinued operations noted above. In the prior year, net income would
        have been $18.9 million, or $0.39 per diluted share, without the effect
        of an after-tax loss on convertible notes of $3.0 million and after-tax
        severance expenses of $0.8 million.

Traffic Highlights
Traffic to the WebMD Health Network during the fourth quarter reached an average of 190 million unique users per month generating 3.70 billion page views for the quarter, increases of 22% and 17%, respectively, from the prior year period.

Balance Sheet Highlights
During the quarter, WebMD used: $25.1 million in cash to repurchase 676 thousand shares of its common stock under its stock repurchase program. Under the repurchase program, WebMD may repurchase shares from time to time in the open market, through block trades or in private transactions, depending on market conditions and other factors.

As of December 31, 2014, WebMD had: approximately $707 million in cash and cash equivalents; $952 million in aggregate principal amount of convertible notes outstanding; and approximately 37.2 million shares of its common stock outstanding (including approximately 900 thousand unvested shares of restricted stock).

Subsequent to the end of the fourth quarter, WebMD used $3.2 million in cash to repurchase 84 thousand shares. As of today, approximately $32 million remains available for repurchases under its stock repurchase program.

Financial Guidance
Today WebMD issued financial guidance for the first quarter and full year 2015.

For the full year ending December 31, 2015, WebMD expects:


    --  Revenue to be approximately $615 million to $635 million, an increase of
        approximately 6% to 9% from the prior year.
        --  Approximately $486 million to $502 million of revenue is expected to
            be from advertising and sponsorship, an increase of 7% to 11% from
            the prior year. Growth in advertising and sponsorship will be driven
            by growth in revenue from biopharma customers of approximately 12%
            to 15% in 2015.
        --  Approximately $105 million to $108 million of revenue is expected to
            be from private portals services, an increase of 2% to 5% from the
            prior year.
        --  Approximately $24 million to $25 million of revenue is expected to
            be from information services, an increase of 3% to 7% from the prior
            year.
    --  Adjusted EBITDA to be approximately $180 million to $190 million, an
        increase of approximately 13% to 20% from the prior year.
    --  Net income to be approximately $50.5 million to $59.5 million.

For the first quarter of 2015, WebMD expects:


    --  Revenue to be approximately $141 million to $143 million, an increase of
        approximately 5% to 7% from the prior year period.
    --  Adjusted EBITDA is expected to be approximately $37 million to $38
        million, an increase of approximately 11% to 14% from the prior year
        period.
    --  Net income to be approximately $8.5 million to $9.5 million.

"The external environment for biopharma advertisers, our largest customer base, is robust and sales activity with these customers has been strong in recent quarters," said Mr. Schlanger. "As a result, we expect revenue from biopharma to grow 12% to 15% in 2015."

A schedule summarizing the Company's financial guidance is attached to this press release.

Analyst and Investor Conference Call
WebMD will hold a conference call with investors and analysts at 4:45 p.m. (Eastern) today. The call can be accessed at www.wbmd.com (in the Investor Relations section). A replay of the audio webcast will be available at the same web address.

About WebMD
WebMD Health Corp. (NASDAQ: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through our public and private online portals, mobile platforms and health-focused publications.

The WebMD Health Network includes WebMD.com, Medscape.com, MedicineNet.com, eMedicineHealth.com, RxList.com, Medscape Education (Medscape.org) and other WebMD owned sites and apps.

All statements contained in this press release and the related analyst and investor conference call, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; market opportunities and our ability to capitalize on them; and the benefits expected from new or expected contracts with customers, new or updated products or services and from other potential sources of additional revenue. These statements speak only as of the date of this press release, are based on our current plans and expectations, and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; our relationships with customers and other factors affecting their use of our services, including regulatory matters affecting their products and services; our ability to deploy new or updated services and to create new or enhanced revenue streams from those services; our ability to attract and retain qualified personnel; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings and this press release is intended to be read in conjunction with information contained in those filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

This press release, and the accompanying tables, include both financial measures in accordance with accounting principles generally accepted in the United States of America, or GAAP, as well as certain non-GAAP financial measures. The tables attached to this press release include reconciliations of these non-GAAP financial measures to GAAP financial measures. In addition, an "Explanation of Non-GAAP Financial Measures" is attached to this press release as Annex A.

WebMD®, Medscape®, CME Circle®, Medpulse®, eMedicine®, MedicineNet®, theheart.org® and RxList® are among the trademarks of WebMD Health Corp. or its subsidiaries.


                                                                       WEBMD HEALTH CORP.

                                                             CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        (In thousands, except per share data, unaudited)


                                                                                                      Three Months Ended                  Years Ended

                                                                                                         December 31,                    December 31,
                                                                                                       ------------                 ------------

                                                                                                           2014               2013                     2014        2013
                                                                                                           ----               ----                     ----        ----


    Revenue                                                                  $162,727                   $146,277           $580,449                 $515,293

    Cost of operations                                                                                60,676             57,763                  224,094     209,740

    Sales and marketing                                                                               36,978             33,081                  136,160     127,997

    General and administrative                                                                        24,756             22,715                   94,119      93,220

    Depreciation and amortization                                                                      7,774              6,566                   29,811      26,606

    Interest income                                                                                       18                 22                       69          76

    Interest expense                                                                                   6,171              5,329                   24,686      22,826

    Loss on convertible notes                                                       -                     1,575                  -                   4,871

    Other expense                                                                   -                         -                 -                   1,353
                                                                                  ---                       ---               ---                   -----


    Income from continuing operations before income                                                   26,390             19,270                   71,648      28,756
        tax provision

                                                                                                      11,236              8,458                   30,707      13,640

        Income tax provision


    Income from continuing operations                                                                 15,154             10,812                   40,941      15,116

                                                                                1,122                          -             1,122                        -

        Income from discontinued operations, net of tax


    Net income                                                                $16,276                    $10,812            $42,063                  $15,116
                                                                              =======                    =======            =======                  =======



    Basic income per common share:

                                                                                $0.42                      $0.27              $1.08                    $0.32

        Income from continuing operations

                                                                                 0.03                          -              0.03                        -

        Income from discontinued operations


    Net income                                                                  $0.45                      $0.27              $1.11                    $0.32
                                                                                =====                      =====              =====                    =====


    Diluted income per common share:

                                                                                $0.36                      $0.25              $0.97                    $0.31

        Income from continuing operations

                                                                                 0.02                          -              0.03                        -

        Income from discontinued operations


    Net income                                                                  $0.38                      $0.25              $1.00                    $0.31
                                                                                =====                      =====              =====                    =====


     Weighted-average shares outstanding used in
        computing income per common share:

                                                                                                      36,427             40,457                   37,869      46,830

        Basic


                                                                                                      53,082             44,872                   45,614      48,398

        Diluted



                                                                                                                                                   WEBMD HEALTH CORP.

                                                                                                                                     CONSOLIDATED SUPPLEMENTAL FINANCIAL INFORMATION

                                                                                                                                                (In thousands, unaudited)



                                                                                                                                        Three Months Ended                                 Years Ended

                                                                                                                                           December 31,                                    December 31,
                                                                                                                                           ------------                                    ------------

                                                                                                                                                             2014                                             2013          2014           2013
                                                                                                                                                             ----                                             ----          ----           ----

    Revenue  (a)

    Advertising and sponsorship

                                                                                                                                                       $93,742                                          $86,544      $329,329       $304,018

        Biopharma and medical device

                                                                                                                                                        33,294                                           33,640       124,636        113,009

        OTC, CPG and other


                                                                                                                                                          127,036                                          120,184       453,965        417,027

    Private portal services                                                                                                                             28,570                                           21,924       103,182         82,111

    Information services                                                                                                                                 7,121                                            4,169        23,302         16,155
                                                                                                                                                         -----                                            -----        ------         ------

                                                                                                                                                         $162,727                                         $146,277      $580,449       $515,293
                                                                                                                                                         ========                                         ========      ========       ========



    Earnings before interest, taxes, non-cash and other items ("Adjusted EBITDA") (b)                                                                  $48,138                                          $40,636      $158,622       $122,886



    Interest, taxes, non-cash and other items  (c)

                                                                                                                                                            18                                               22            69             76

        Interest income

                                                                                                                                                       (6,171)                                         (5,329)     (24,686)      (22,826)

        Interest expense

                                                                                                                                                      (11,236)                                         (8,458)     (30,707)      (13,640)

        Income tax provision

                                                                                                                                                       (7,774)                                         (6,566)     (29,811)      (26,606)

        Depreciation and amortization

                                                                                                                                                       (7,821)                                         (7,918)     (32,546)      (38,550)

        Non-cash stock-based compensation

                                                                                                                                                             -                                         (1,575)            -       (4,871)

        Loss on convertible notes

                                                                                                                                                             -                                               -            -       (1,353)

        Other expense


    Income from continuing operations                                                                                                                   15,154                                           10,812        40,941         15,116

                                                                                                                                                         1,122                                                -        1,122              -

         Income from discontinued operations, net of tax

     Net income                                                                                                                                        $16,276                                          $10,812       $42,063        $15,116
                                                                                                                                                       =======                                          =======       =======        =======



    (a) Revenue consists of the following four groups:

                                                                                                               -    Advertising and Sponsorship - Biopharma and Medical Device consists of advertising and
                                                                                                                    sponsorship revenue from pharmaceutical, biotechnology and medical device clients relating
                                                                                                                    to ethical pharmaceutical products or other regulated devices or products or for
                                                                                                                    sponsoring educational programs;


                                                                  Advertising and Sponsorship - OTC, CPG and Other consists of advertising and sponsorship
                                                                                                                    revenue relating to non-Rx or over-the-counter medications and other healthcare
                                                                                                                    products, food and beverages, beauty products and other consumer products, as well as
                                                                                                                    revenue from clients such as retailers, pharmacies, hospitals, health insurance companies
                                                                                                               -    and government agencies;


                                                                                                               -    Private Portal Services consists of revenue from employers and health plans for
                                                                                                                    subscriptions to the Company's private portals solution and related services, including
                                                                                                                    health coaching and condition management services; and


                                                                                                               -    Information Services consists of revenue from the sale of stand-alone information and data
                                                                                                                    products.


    (b) See Annex A-Explanation of Non-GAAP Financial Measures.

    (c) Reconciliation of Adjusted EBITDA to net income.



                                          WEBMD HEALTH CORP.

                                 CONDENSED CONSOLIDATED BALANCE SHEETS

                                             (In thousands)


                                                    December 31,
                                                    ------------

                                                                    2014         2013
                                                                    ----         ----


    Assets
    ------

    Cash and cash
     equivalents                                              $706,776     $824,880

    Accounts receivable,
     net                                                       136,806      124,232

    Prepaid expenses and
     other current assets                                       13,877       13,243

    Deferred tax assets                                         18,147       13,620

            Total current assets                               875,606      975,975


    Property and
     equipment,  net                                            59,573       64,884

    Goodwill                                                   202,980      202,980

    Intangible assets, net                                      14,215       13,834

    Deferred tax assets                                         18,947       38,802

    Other assets                                                26,236       29,153

    Total Assets                                            $1,197,557   $1,325,628
                                                            ==========   ==========


    Liabilities and
     Stockholders' Equity
    ---------------------

    Accrued expenses                                           $72,658      $73,739

    Deferred revenue                                            89,785       85,148

    Liabilities of
     discontinued
     operations                                                      -       1,506

          Total current
           liabilities                                         162,443      160,393


    2.25% convertible
     notes due 2016                                            252,232      252,232

    2.50% convertible
     notes due 2018                                            400,000      400,000

    1.50% convertible
     notes due 2020                                            300,000      300,000

    Other long-term
     liabilities                                                21,293       22,103


    Stockholders' equity                                        61,589      190,900


    Total Liabilities and
     Stockholders' Equity                                   $1,197,557   $1,325,628
                                                            ==========   ==========



                                                                    WEBMD HEALTH CORP.

                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 (In thousands, unaudited)



                                                                                                      Years Ended

                                                                                                      December 31,
                                                                                                      ------------

                                                                                                                    2014                         2013
                                                                                                                    ----                         ----

    Cash flows from operating activities:

                            Net income                                                      $42,063                         $15,116

                             Adjustments to
                             reconcile net income
                             to net cash provided
                             by

                              operating activities:

                             Income from
                             discontinued
                             operations, net of
                             tax                                                            (1,122)                              -

                             Depreciation and
                             amortization                                                    29,811                          26,606

                             Non-cash interest,
                             net                                                              4,511                           4,192

                             Non-cash stock-
                             based compensation                                              32,546                          38,550

                             Deferred income
                             taxes                                                           14,717                          13,070

                             Loss on convertible
                             notes                                                                -                          4,871

                             Changes in
                             operating assets
                             and liabilities:

                                         Accounts
                                         receivable                                          (12,574)                       (17,610)

                                         Prepaid expenses
                                         and other, net                                         (673)                            266

                                         Accrued expenses
                                         and other long-
                                         term
                                         liabilities                                            (380)                          8,061

                                        Deferred revenue                                        4,637                         (7,028)
                                                                                                -----                          ------

                                                          Net cash provided by continuing
                                                          operations                                             113,536                       86,094

                                                          Net cash used in discontinued
                                                          operations                                               (384)                           -
                                                                                                                    ----                          ---

                                                          Net cash provided by operating
                                                          activities                                             113,152                       86,094


    Cash flows from investing activities:

                             Cash paid in business
                             combination                                                    (3,182)                              -

                             Purchases of property
                             and equipment                                                 (23,194)                       (22,341)

                             Proceeds from sale of
                             property and equipment                                               -                          1,381


                                                          Net cash used in investing
                                                          activities                                            (26,376)                    (20,960)


    Cash flows from financing activities:

                             Proceeds from exercise
                             of stock options                                                40,602                          29,724

                             Cash used for
                             withholding taxes due
                             on stock-based awards                                         (33,385)                       (12,526)

                             Net proceeds from
                             issuance of
                             convertible notes                                                    -                        291,823

                             Repurchase of
                             convertible notes                                                    -                      (150,354)

                             Repurchase of shares
                             through tender offers                                         (97,588)                      (170,516)

                             Purchases of treasury
                             stock                                                        (128,748)                       (220,298)

                             Excess tax benefit on
                             stock-based awards                                              14,239                              58

                                                          Net cash used in financing
                                                          activities                                           (204,880)                   (232,089)
                                                                                                                --------                     --------

    Net decrease in cash and cash equivalents                                                             (118,104)                   (166,955)

    Cash and cash equivalents at beginning of period                                                        824,880                      991,835
                                                                                                            -------                      -------

    Cash and cash equivalents at end of period                                                             $706,776                     $824,880
                                                                                                           ========                     ========



                                                                               WEBMD HEALTH CORP.

                                                                           NET INCOME PER COMMON SHARE

                                                                 (In thousands, except per share data, unaudited)



                                                                                                Three Months Ended        Years Ended

                                                                                                   December 31,           December 31,
                                                                                                   ------------           ------------

                                                                                                                     2014                 2013    2014      2013
                                                                                                                     ----                 ----    ----      ----


     Numerator:

     Income from continuing operations - Basic                                                                    $15,154              $10,812 $40,941   $15,116

     Interest expense on 1.50% convertible notes, net of tax                                                          864                  326   3,456         -

     Interest expense on 2.50% convertible notes, net of tax                                                        1,797                    -      -        -

     Interest expense on 2.25% convertible notes, net of tax                                                        1,103                    -      -        -

     Income from continuing operations - Diluted                                                                  $18,918              $11,138 $44,397   $15,116



      Income from discontinued operations, net of tax -Basic and
      Diluted                                                                                                      $1,122  $                 - $1,122  $      -




     Denominator:

     Weighted-average shares - Basic                                                                               36,427               40,457  37,869    46,830

     Stock options and restricted stock                                                                             1,245                2,192   2,060     1,568

     1.50% convertible notes                                                                                        5,694                2,223   5,685         -

     2.50% convertible notes                                                                                        6,205                    -      -        -

     2.25% convertible notes                                                                                        3,511                    -      -        -

      Adjusted weighted-average shares after assumed conversions
      - Diluted                                                                                                    53,082               44,872  45,614    48,398




     Basic income per common share:

     Income from continuing operations                                                                              $0.42                $0.27   $1.08     $0.32

     Income from discontinued operations                                                                             0.03                    -   0.03         -

     Net income                                                                                                     $0.45                $0.27   $1.11     $0.32



     Diluted income per common share:

     Income from continuing operations                                                                              $0.36                $0.25   $0.97     $0.31

     Income from discontinued operations                                                                             0.02                    -   0.03         -

     Net income                                                                                                     $0.38                $0.25   $1.00     $0.31



                                                                                                                          WEBMD HEALTH CORP.

                                                                                                                             2014 REVENUE

                                                                                                                      (In thousands, unaudited)



                                                                                                  Three Months Ended                             Year Ended
                                                                                                                                                December 31,
                                                                                                                                                  2014
                                                                                                                                                  ----

                                                                                              March 31,                June 30,                              September 30,            December 31,
                                                                                                               2014                    2014                                    2014                    2014
                                                                                                               ----                    ----                                    ----                    ----

    Revenue

    Advertising and sponsorship

                Biopharma and medical device                                                                  $68,488                 $81,981                                 $85,118                 $93,742   $329,329

                OTC, CPG and other                                                                             34,469                  29,503                                  27,370                  33,294    124,636
                                                                                                             ------

                                                                                                            102,957                 111,484                                 112,488                 127,036    453,965

    Private portal services                                                                                  24,629                  24,188                                  25,795                  28,570    103,182

    Information services                                                                                      6,246                   4,728                                   5,207                   7,121     23,302

                                                                                                           $133,832                $140,400                                $143,490                $162,727   $580,449
                                                                                                           ========                ========                                ========                ========   ========




           -    See Consolidated Supplemental Financial Information for descriptions of the above revenue groups.




                                                                                                                                                                              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 before interest, taxes, non-cash

      and other items ("Adjusted EBITDA") (a)                                                                                                                                                                                                                               $180.0     $190.0


    Interest, taxes, non-cash and other items (b)

    Interest expense, net                                                                                                                                                                                                                                                   (25.0)    (25.0)

    Depreciation and amortization                                                                                                                                                                                                                                           (33.0)    (31.0)

    Non-cash stock-based compensation                                                                                                                                                                                                                                       (37.0)    (34.0)
                                                                                                                                                                                                                                                                             -----      -----

    Pre-tax income                                                                                                                                                                                                                                                            85.0      100.0


    Income tax provision                                                                                                                                                                                                                                                    (34.5)    (40.5)


    Net income                                                                                                                                                                                                                                                               $50.5      $59.5
                                                                                                                                                                                                                                                                             =====      =====


    Income per share:

         Basic                                                                                                                                                                                                                                                               $1.38      $1.59
                                                                                                                                                                                                                                                                             =====      =====

         Diluted (c)                                                                                                                                                                                                                                                         $1.23      $1.35
                                                                                                                                                                                                                                                                             =====      =====


    Calculation of income per share:

                            Net income (numerator for basic income per share)                                                                                                                                                                                                   $50.5      $59.5

                            Add-back of interest expense, net of tax, related to:

                               1.50% Notes                                                                                                                                                                                                                                        3.5        3.5

                               2.50% Notes                                                                                                                                                                                                                                        7.2        7.2

                               2.25% Notes                                                                                                                                                                                                                                          -       4.4


                            Numerator for diluted income per share                                                                                                                                                                                                              $61.2      $74.6


                            Weighted average shares outstanding (denominator for basic

                                 income per share)                                                                                                                                                                                                                               36.5       37.5

                            Stock options and restricted stock                                                                                                                                                                                                                    1.5        2.5

                            Weighted average shares issuable upon conversion of:

                               1.50% Notes                                                                                                                                                                                                                                        5.7        5.7

                               2.50% Notes                                                                                                                                                                                                                                        6.2        6.2

                               2.25% Notes                                                                                                                                                                                                                                          -       3.5


                            Denominator for diluted income per share                                                                                                                                                                                                             49.9       55.4




    (a) See Annex A - Explanation of Non-GAAP Financial Measures


    (b) Reconciliation of Adjusted EBITDA to net income


    (c) See Supplemental 2015 Guidance for Income Per Share Calculation below


    Additional information regarding forecast for the quarter ending March 31, 2015:

         -      Revenue is forecasted to be between $141 million to $143 million

         -      Revenue distribution is forecasted to be approximately 53% to 54% to Biopharma and medical device; 20% to 21% to OTC, CPG and other; 20% to private portal services
                 and 5.5% to information services

         -      Adjusted EBITDA is forecasted to be between $37 million to $38 million

         -      Net income is forecasted to be between $8.5 million to $9.5 million


    The above guidance does not include the impact if any, of future deployment of capital for items such as share repurchases, acquisitions, any future gains or losses from discontinued operations, and other future non-recurring, one-time or unusual items.



                                                                                                                                  WebMD Health Corp.

                                                                                                              Supplemental 2015 Guidance for Income Per Share Calculation


    Based on the Company's Financial Guidance for the Year Ending December 31, 2015, the 1.50% Notes and 2.50% Notes are expected to be dilutive to net income on both the low end and high end of the full year guidance range. The 2.25%
     Notes are expected to be dilutive to net income on the high end of the full year guidance range. Additionally, each of the series of Notes may be dilutive in certain quarters, depending on the amount of net income for such quarter.
     The following table contains the approximate level of net income for an individual quarter and for the full year 2015 at which each of the series of Notes would become dilutive to income per share. To the extent this net income is
     exceeded for any such period, the table also includes the amounts by which the numerator and denominator should each be adjusted for purposes of the diluted income per share calculation. The amounts below assume a weighted-average
     diluted share count of 38.0 million shares (prior to the effect of convertible notes) and the amounts are subject to change as such weighted average share count changes.



                                                                    Quarterly Amounts                                                Annual Amounts
                                                                    -----------------                                                --------------

    All amounts in millions                                                     1.50%                                 2.50%                                 2.25%                                 1.50%                                 2.50%           2.25%
                                                                      Notes                                 Notes                                 Notes                                 Notes                                 Notes               Notes
                                                                      -----                                 -----                                 -----                                 -----                                 -----               -----


    Approximate net income at which
     convertible notes  become dilutive:                                         $5.8                                  $11.8                                  $13.0                                  $23.1                                  $47.2            $52.1


    Interest expense, net of tax to add-
     back to net income (numerator):                                             $0.9                                   $1.8                                   $1.1                                   $3.5                                   $7.2             $4.4


    Additional shares to include in
     weighted-average diluted share
     count (denominator):                                                         5.7                                    6.2                                    3.5                                    5.7                                    6.2              3.5

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 to as "Adjusted EBITDA") and related per share amounts. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP (referred to below as "net income") or income or loss from continuing operations calculated in accordance with GAAP (referred to below as "income from continuing operations"). The attachments to the press release include reconciliations of non-GAAP financial measures to GAAP financial measures.

Adjusted EBITDA is used by our management as an additional measure of our company's performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help our management identify additional trends in our company's financial results that may not be shown solely by period-to-period comparisons of net income or income from continuing operations. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees in order to evaluate our company's performance. Our management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net income or income from continuing operations, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliations of Adjusted EBITDA to net income or income from continuing operations that accompany our press releases and disclosure documents containing non-GAAP financial measures, including the reconciliations contained in the accompanying press release attachments.

We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to net income or income from continuing operations, helps investors make comparisons between our company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is intended to provide a supplemental way of comparing our company with other public companies and is not intended as a substitute for comparisons based on net income or income from continuing operations. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.

The following is an explanation of the items excluded by us from Adjusted EBITDA but included in net income and income from continuing operations:


    --  Depreciation and Amortization.  Depreciation and amortization expense is
        a non-cash expense relating to capital expenditures and intangible
        assets arising from acquisitions that are expensed on a straight-line
        basis over the estimated useful life of the related assets.  We exclude
        depreciation and amortization expense from Adjusted EBITDA because we
        believe that (i) the amount of such expenses in any specific period may
        not directly correlate to the underlying performance of our business
        operations and (ii) such expenses can vary significantly between periods
        as a result of new acquisitions and full amortization of previously
        acquired tangible and intangible assets.  Accordingly, we believe that
        this exclusion assists management and investors in making
        period-to-period comparisons of operating performance.  Investors should
        note that the use of tangible and intangible assets contributed to
        revenue in the periods presented and will contribute to future revenue
        generation and should also note that such expense will recur in future
        periods.
    --  Stock-Based Compensation Expense.  Stock-based compensation expense is a
        non-cash expense arising from the grant of stock-based awards to
        employees.  We believe that excluding the effect of stock-based
        compensation from Adjusted EBITDA assists management and investors in
        making period-to-period comparisons in our company's operating
        performance because (i) the amount of such expenses in any specific
        period may not directly correlate to the underlying performance of our
        business operations and (ii) such expenses can vary significantly
        between periods as a result of the timing of grants of new stock-based
        awards, including grants in connection with acquisitions.  Additionally,
        we believe that excluding stock-based compensation from Adjusted EBITDA
        assists management and investors in making meaningful comparisons
        between our company's operating performance and the operating
        performance of other companies that may use different forms of employee
        compensation or different valuation methodologies for their stock-based
        compensation.  Investors should note that stock-based compensation is a
        key incentive offered to employees whose efforts contributed to the
        operating results in the periods presented and are expected to
        contribute to operating results in future periods.  Investors should
        also note that such expenses will recur in the future.  Stock-based
        compensation expenses included in the Consolidated Statement of
        Operations are summarized as follows:


                                              Three Months Ended        Year Ended

                                                 December 31,          December 31,
                                                 ------------          ------------

                                                            2014  2013                   2014      2013
                                                            ----  ----                   ----      ----


    Non-cash stock-based
     compensation included in:

                        Cost of
                        operations     $1,384              $1,728                    $5,940    $6,762

                        Sales and
                        marketing      $1,559              $1,809                    $7,221    $8,395

                        General and
                        administrative $4,878              $4,381                   $19,385   $23,393

    --  Interest Income and Expense.  Interest income is associated with the
        level of marketable debt securities and other interest bearing accounts
        in which we invest, and interest expense is related to our company's
        capital structure (including non-cash interest expense relating to our
        convertible notes).  Interest income and expense varies over time due to
        a variety of financing transactions and due to acquisitions and
        divestitures that we have entered into or may enter into in the future. 
        We have, in the past, issued convertible debentures, repurchased shares
        in cash tender offers and repurchased shares and convertible debentures
        through other repurchase transactions, and completed the divestiture of
        certain businesses.  We exclude interest income and interest expense
        from Adjusted EBITDA (i) because these items are not directly
        attributable to the performance of our business operations and,
        accordingly, their exclusion assists management and investors in making
        period-to-period comparisons of operating performance and (ii) to assist
        management and investors in making comparisons to companies with
        different capital structures.  Investors should note that interest
        income and expense will recur in future periods.  The following provides
        detail regarding the components of interest expense of our convertible
        notes:


                                         Three Months Ended        Year Ended

                                            December 31,          December 31,
                                            ------------          ------------

                                                       2014  2013                   2014      2013
                                                       ----  ----                   ----      ----


    Non-cash interest
     expense

                      2.25%
                      Convertible
                      Notes         $390                $390                    $1,560    $2,279

                      2.50%
                      Convertible
                      Notes         $446                $446                    $1,785    $1,802

                      1.50%
                      Convertible
                      Notes         $291                $111                    $1,166      $111



    Cash interest
     expense

                      2.25%
                      Convertible
                      Notes       $1,419              $1,457                    $5,675    $8,207

                      2.50%
                      Convertible
                      Notes       $2,500              $2,500                   $10,000   $10,000

                      1.50%
                      Convertible
                      Notes       $1,125                $425                    $4,500      $425

    --  Income Tax Provision (Benefit).  We maintain a valuation allowance on a
        portion of our net deferred tax assets (including our net operating loss
        carryforwards), the amount of which may change from quarter to quarter
        based on factors that are not directly related to our results for the
        quarter.  The valuation allowance is either adjusted through the
        statement of operations or additional paid-in capital.  The timing of
        such adjustments has not been consistent and as a result, our income tax
        expense can fluctuate significantly from period to period in a manner
        not directly related to our operating performance.  We exclude the
        income tax provision (benefit) from Adjusted EBITDA (i) because we
        believe that the income tax provision (benefit) is not directly
        attributable to the underlying performance of our business operations
        and, accordingly, its exclusion assists management and investors in
        making period-to-period comparisons of operating performance and (ii) to
        assist management and investors in making comparisons to companies with
        different tax attributes.  Investors should note that income tax
        provision (benefit) will recur in future periods.
    --  Other Items.  We engage in other activities and transactions that can
        impact our net income or income from continuing operations.  In recent
        periods, these other items included, but were not limited to:  (i) gain
        or loss on investments; (ii) a restructuring charge; (iii) severance
        expense; and (iv) loss on repurchases of our convertible notes.  We
        exclude these other items from Adjusted EBITDA because we believe these
        activities or transactions are not directly attributable to the
        performance of our business operations and, accordingly, their exclusion
        assists management and investors in making period-to-period comparisons
        of operating performance.  Investors should note that some of these
        other items may recur in future periods.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/webmd-announces-fourth-quarter-and-year-end-financial-results-300040633.html

SOURCE WebMD Health Corp.