As previously disclosed, the Registrant purchased 5,769,230 shares of its common stock ("WebMD Common Stock") at a price of $26.00 per share pursuant to a tender offer that expired at 5:00 P.M., New York City time, on April 3, 2012. Reference is made to the Indentures referred to in the Notices attached as Exhibits 99.1 and 99.2 hereto, which Notices are incorporated by reference herein. Under the applicable provisions of the Indentures, April 18, 2012 was the end of the period for determining the amount, if any, of the adjustments to be made, as a result of the tender offer, to the respective conversion rates of the Convertible Notes issued under the Indentures, based in part on trading prices of the WebMD Common Stock during that period.

After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant's 2.25% Convertible Notes due 2016 to 13.7502 per $1,000 principal amount set forth in Exhibit 99.1, the $400 million principal amount of 2.25% Notes that are currently outstanding are convertible, in the aggregate, into 5,500,080 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $72.73 per share.

After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant's 2.50% Convertible Notes due 2018 to 15.3223 shares per $1,000 principal amount set forth in Exhibit 99.2, the $400 million principal amount of 2.50% Notes that are currently outstanding are convertible, in the aggregate, into 6,128,920 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $65.26 per share.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
Number     Description

99.1       Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect
           of the Registrant's 2.25% Convertible Notes due 2016

99.2       Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect
           of the Registrant's 2.50% Convertible Notes due 2018