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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number: 0-24975
     Emdeon Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-3236644(State of
    incorporation)

(I.R.S. employer identification
    no.)669 River Drive, Center 2
    Elmwood Park, New Jersey

07407-1361(Zip code)(Address of principal executive
    office)   Registrants telephone number including area code:
    (201) 703-3400
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
   Common Stock, par value $.0001 per share
 (Title of each class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10.   Directors and Executive Officers of the RegistrantItem 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.   Certain Relationships and Related TransactionsSECTION 302 CERTIFICATION OF THE CEOSECTION 302 CERTIFICATION OF THE CFO    Table of Contents  
  PART III
 
  Item 10.
    Directors
    and Executive Officers of the Registrant  Directors
    and Executive Officers
    Directors
  Name

Age

PositionsMark J. Adler, M.D.(3)(4)


49


Director; Chairman of the
    Compensation CommitteePaul A. Brooke(1)(2)(5)(6)


60


DirectorKevin M. Cameron(1)


39


Director; Chief Executive Officer;
    and Acting CEO of our Emdeon Business Services segmentNeil F. Dimick(4)(5)


56


Director; Chairman of the
    Nominating Committee; Chairman of the Governance &
    Compliance CommitteeJames V. Manning(1)(2)(4)


59


Director; Chairman of the Audit
    CommitteeHerman Sarkowsky(3)(5)(6)


80


DirectorJoseph E. Smith(1)(2)(3)(6)


67


DirectorMartin J. Wygod(1)


66


Chairman of the Board     (1)
    
    Member of the Executive Committee(2)
    
    Member of the Audit Committee(3)
    
    Member of the Compensation Committee(4)
    
    Member of the Governance & Compliance Committee(5)
    
    Member of the Nominating Committee(6)
    
    Member of the Related Parties Committee    Executive
    Officers
  Name

Age

PositionsKevin M. Cameron


39


Chief Executive Officer; and
    Acting CEO of our Emdeon Business Services segmentAndrew C. Corbin


43


Executive Vice President and Chief
    Financial Officer; and CEO of our Emdeon Practice Services
    segmentWayne T. Gattinella


54


CEO and President of our WebMD
    segmentCharles A. Mele


49


Executive Vice President, General
    Counsel and SecretaryWilliam G. Midgette


50


CEO of our Porex segmentMartin J. Wygod


66


Chairman of the Board   Mark J. Adler, M.D.,
 1




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Paul A. Brooke
  Kevin M. Cameron
  Andrew C. Corbin
  Neil F. Dimick
  Wayne T. Gattinella
 2




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James V. Manning
  Charles A. Mele
  William G. Midgette
  Herman Sarkowsky
  Joseph E. Smith
  Martin J. Wygod
    Corporate
    Governance
  Board of Directors.
     3




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07407-1361.
  
    forwarded to the addressees or distributed at the next scheduled
    Board meeting; or
    if they relate to financial or accounting matters, forwarded to
    the Audit Committee or discussed at the next scheduled Audit
    Committee meeting; or
    if they relate to the recommendation of the nomination of an
    individual, forwarded to the Nominating Committee or discussed
    at the next scheduled Nominating Committee meeting; or
    if they relate to the operations of Emdeon, forwarded to the
    appropriate officers of Emdeon, and the response or other
    handling reported to the Board at the next scheduled Board
    meeting.  Executive Committee.
  Audit Committee.
  
    retaining and overseeing the registered public accounting firm
    that serves as our independent auditor and evaluating their
    performance and independence;
    reviewing our annual audit plan with Emdeons management
    and registered public accounting firm;
    pre-approving any permitted non-audit services provided by our
    registered public accounting firm;
    approving the fees to be paid to our registered public
    accounting firm;
    reviewing the adequacy and effectiveness of our internal
    controls with Emdeons management, internal auditors and
    registered public accounting firm;
    reviewing and discussing the annual audited financial statements
    and the interim unaudited financial statements with
    Emdeons management and registered public accounting firm;
    approving our internal audit plan and reviewing reports of our
    internal auditors;
    determining whether to approve related party transactions (other
    than transactions with WHC, approval of which has been delegated
    to the Related Parties Committee, as described below); and
    overseeing the administration of Emdeons Code of Business
    Conduct. 4




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Form 8-K www.emdeon.com Form 8-K.
  Compensation Committee.
  
    oversight of our executive compensation program and our
    incentive and equity compensation plans;
    determination of compensation levels for and grants of incentive
    and equity-based awards to our executive officers; and
    review of and making recommendations regarding other matters
    relating to our compensation practices.    Nominating Committee.
  
    identifying individuals qualified to become Board members;
    recommending to the Board the director nominees for each Annual
    Meeting of Stockholders; and
    recommending to the Board candidates for filling vacancies that
    may occur between Annual Meetings.    
    the amount and type of the potential nominees managerial
    and policy-making experience in complex organizations and
    whether any such experience is particularly relevant to Emdeon;
    any specialized skills or experience that the potential nominee
    has and whether such skills or experience are particularly
    relevant to Emdeon; 5




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
    in the case of non-employee directors, whether the potential
    nominee has sufficient time to devote to service on the Emdeon
    Board and the nature of any conflicts of interest or potential
    conflicts of interest arising from the nominees existing
    relationships;
    in the case of non-employee directors, whether the nominee would
    be an independent director and would be considered a
    financial expert or financially literate
    under applicable listing standards of The NASDAQ Stock Market
    and applicable law;
    in the case of potential new members, whether the nominee
    assists in achieving a mix of Board members that represents a
    diversity of background and experience, including with respect
    to age, gender, race, areas of expertise and skills; and
    in the case of existing members, the nominees
    contributions as a member of the Board during his or her prior
    service.  07407-1361.
  Governance & Compliance Committee.
  
    evaluating and making recommendations to the Board regarding
    matters relating to the governance of Emdeon;
    assisting the Board in coordinating the activities of the
    Boards other standing committees, including with respect
    to Emdeons compliance programs and providing additional
    oversight of those compliance programs; and
    providing oversight of senior executive recruitment and
    management development.      Related Parties Committee.
 6




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
    oversight of transactions between Emdeon and WHC; and
    oversight of other matters in which the interests of Emdeon and
    WHC conflict or may potentially conflict.  Other Committees.
  
    Messrs. Brooke, Manning, Sarkowsky and Smith and
    Dr. Adler are members of a special committee of the Board
    to oversee matters relating to the investigations described in
    Legal Proceedings  Investigations by
    United States Attorney for the District of South Carolina and
    the SEC;
    Messrs. Dimick, Manning and Wygod are members of a special
    committee of the Board that provides oversight with respect to
    information technology matters relating to Emdeon Business
    Services (which we refer to as the Business Services IT
    Committee); and
    Dr. Adler and Messrs. Dimick and Wygod were members,
    during 2005, of a special committee of the Board to provide
    oversight of the preparations for WHCs initial public
    offering (which we refer to as the WebMD Health Transaction
    Committee); and
    Messrs. Wygod, Manning and Smith are members of a special
    committee of the Board authorized to make determinations
    relating to our stock repurchase program.  Section 16(a)
    Beneficial Ownership Reporting Compliance
   7




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Item 11.
    Executive
    Compensation  Executive
    Compensation
    Summary
    Compensation Table
  Long-Term CompensationAwardsAnnual Compensation(1)

Restricted

SecuritiesOther Annual

Stock

Underlying

All OtherName and Principal
    Position

Year

Salary($)

Bonus($)

Compensation($)

Awards($)(2)

Options (#)(3)

Compensation($)Kevin M. Cameron


2005



660,000



450,000











55,000
W


17,176
(5)Chief Executive Officer(4)


2004



502,500



402,000







2,179,950
E(6)


1,700,000
E


2003



270,000



















588,580
(7)Andrew C. Corbin


2005



450,000



375,000







313,600
E(8)


200,000
E


17,033
(9)Executive VP and Chief


2004



450,000



415,000
(10)






322,125
E(11)






Financial Officer; and


2003



100,385
(12)


122,917
(13)










600,000
E


CEO of our Emdeon Practice Services
    segmentDavid Gang


2005



295,000
(14)


921,000
(15)


17,487
(16)


770,000
W(17)


176,000
W


30,000
(18)Executive
    VP  Product &


















952,000
E(17)


400,000
EProgramming and Chief Technology
    Officer of our WebMD segment(19)Wayne T. Gattinella


2005



525,000



280,000







962,500
W(20)


220,000
W


5,042
(21)CEO and President of our


2004



450,000



300,000







322,125
E(22)


250,000
E


WebMD segment


2003



450,000



125,000















Charles A. Mele


2005



450,000



325,000











44,000
W


15,421
(23)Executive VP, General


2004



450,000



300,000







322,125
E(24)


250,000
E


Counsel and Secretary


2003



450,000



















Martin J. Wygod


2005



1,195,000



450,000







962,500
W(25)


220,000
W


3,989
(26)Chairman of the Board


2004



1,260,000



402,000















2003



1,308,900



















     (1)
    
    Reflects all amounts paid by Emdeon and its subsidiaries
    (including WHC and its subsidiaries). WHC was formed in May 2005
    to be the holding company for Emdeons WebMD segment and to
    conduct an initial public offering. All cash compensation paid
    to Messrs. Gattinella and Gang was paid by WHC or was an
    expense allocated to WHC in the preparation of its financial
    statements. None of the other Named Executive Officers
    cash compensation in 2005 was paid by or allocated to WHC.(2)
    
    Grants by Emdeon are noted with an E and grants by
    WHC are noted with a W. Holders of restricted shares
    of Emdeon Common Stock (which we refer to as Emdeon Restricted
    Stock) and holders of restricted shares of WHCs
    Class A Common Stock (which we refer to as WHC Restricted
    Stock and which, together with Emdeon Restricted Stock, we refer
    to as Restricted Stock) have voting power and the right to
    receive dividends, if any that are declared on those shares, but
    their ability to sell shares of Restricted Stock is subject to
    vesting requirements based on continued employment, as described
    in the footnotes below. The dollar value of Restricted Stock
    listed in this column is calculated by multiplying the number of
    shares granted by the closing market price on the date of each
    grant, as described in the footnotes below.(3)
    
    All grants reflected in this column prior to 2005 are grants of
    options to purchase Emdeon Common Stock. All grants reflected in
    this column in 2005 are grants of options to purchase WHC
    Class A Common Stock, except the grant of options to
    purchase 400,000 shares of Emdeon Common Stock to 8




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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | Mr. Gang and the grant of options to purchase
    200,000 shares of Emdeon Common Stock to Mr. Corbin.
    Grants by Emdeon are noted with an E and grants by
    WHC are noted with a W.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(4)  |  | Mr. Cameron became our Chief Executive Officer in October
    2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|(5)  |  | Consists of: (a) $3,150 in company matching contributions
    under Emdeons 401(k) and Employee Stock Ownership Plan
    (which we refer to as the Emdeon 401(k) Plan); (b) $1,712
    of company-paid supplemental disability insurance; and
    (c) an automobile allowance of $12,314.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(6)  |  | The dollar value listed in the table is for 305,000 shares
    of Emdeon Restricted Stock granted during 2004 and is based on:
    (a) $8.59 per share, the closing market price of
    Emdeon Common Stock on March 17, 2004, the date of grant of
    30,000 shares of Emdeon Restricted Stock, of which
    (i) 10,000 shares vested on March 17, 2005,
    (ii) 10,000 shares vested on March 17, 2006 and
    (iii) 10,000 shares are scheduled to vest on
    March 17, 2007; and (b) $6.99 per share, the
    closing market price of Emdeon Common Stock on October 1,
    2004, the date 275,000 shares of Restricted Stock were
    granted to Mr. Cameron upon becoming Chief Executive
    Officer of Emdeon, of which (i) 46,750 shares vested
    on October 1, 2005, (ii) 50,875 shares are
    scheduled to vest on October 1, 2006,
    (iii) 55,000 shares are scheduled to vest on
    October 1, 2007, (iv) 59,125 shares are scheduled
    to vest on October 1, 2008 and (v) 63,250 shares
    are scheduled to vest on October 1, 2009. As of
    December 31, 2005, the aggregate value of the 248,250
    unvested shares of Emdeon Restricted Stock then held by
    Mr. Cameron was $2,100,195, based on the closing market
    price of $8.46 per share of Emdeon Common Stock on the last
    trading day of 2005.
|    
|(7)  |  | Consists of: (a) $500,000 for the forgiveness, in January
    2003, of the then outstanding principal amount of a loan that we
    made to Mr. Cameron in September 2000 and (b) $88,580
    in long-term disability payments made to Mr. Cameron by
    insurance companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(8)  |  | The dollar value listed in the table is based on $7.84 per
    share, the closing market price of Emdeon Common Stock on
    November 4, 2005, the date of grant of 40,000 shares
    of Emdeon Restricted Stock, of which (i) 8,800 shares
    are scheduled to vest on November 4, 2006,
    (ii) 9,600 shares are scheduled to vest on
    November 4, 2007, (iii) 10,400 shares are
    scheduled to vest on November 4, 2008, and
    (iv) 11,200 shares are scheduled to vest on
    November 4, 2008. As of December 31, 2005, the
    aggregate value of the 40,000 shares of Emdeon Restricted
    Stock, all of which were unvested at that date, was $338,400,
    based on the closing market price of $8.46 per share of
    Emdeon Common Stock on the last trading day of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(9)  |  | Consists of: (a) $2,112 in company matching contributions
    under the Emdeon 401(k) Plan; (b) $2,921 of company-paid
    supplemental disability insurance; and (c) an automobile
    allowance of $12,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(10) |  | Consists of: (a) a bonus for 2004 of $270,000 and
    (b) a one-time bonus payment of $145,000 made on the first
    anniversary of Mr. Corbins employment and included in
    the terms of his employment agreement as an inducement to enter
    into the employ of Emdeon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(11) |  | The dollar value listed in the table is based on $8.59 per
    share, the closing market price on March 17, 2004, the date
    of grant of 37,500 shares of Emdeon Restricted Stock, of
    which (i) 12,500 shares vested on March 17, 2005,
    (ii) 12,500 shares vested on March 17, 2006 and
    (iii) 12,500 shares are scheduled to vest on
    March 17, 2007. As of December 31, 2005, the aggregate
    value of the 25,000 unvested shares of Emdeon Restricted Stock
    then held by Mr. Corbin was $211,500, based on the closing
    market price of $8.46 per share of Emdeon Common Stock on
    that date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(12) |  | Mr. Corbin was not employed by Emdeon prior to
    October 13, 2003. As a result, only compensation that we
    paid to Mr. Corbin beginning on that date is reflected in
    this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(13) |  | Consists of: (a) a bonus for 2003 of $56,250 and (b) a
    one-time bonus payment of $66,667 made as an inducement to enter
    into the employ of Emdeon, pursuant to the terms of
    Mr. Corbins employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(14) |  | Mr. Gang began employment in May 2005. The amount of salary
    listed in the table for 2005 reflects amounts paid from that
    time until the end of 2005. His annual base salary is $450,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(15) |  | Consists of: (a) a bonus for 2005 of $421,000; and
    (b) a one-time bonus payment of $500,000 made as an
    inducement to enter the employ of WHC pursuant to the terms of
    Mr. Gangs employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(16) |  | The amount under Other Annual Compensation reflects
    reimbursement by WHC of amounts required to pay income taxes in
    connection with reimbursement by WHC of relocation expenses in
    the amount under All Other Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|(17) |  | The total dollar value is $1,722,000 for 44,000 shares of
    WHC Restricted Stock granted on September 28, 2005 in
    connection with its initial public offering and for
    100,000 shares of Emdeon Restricted Stock granted on
    May 16, 2005 in connection with Mr. Gangs
    initial employment. The value of the WHC Restricted Stock is
    based on $17.50 per share, the initial public offering
    price of WHC Class A Common Stock. The value of the Emdeon
    Restricted Stock is based on $9.52 per share, the closing
    market price of Emdeon Common Stock on the date of grant. The
    vesting schedule for the WHC Restricted Stock grant is as
    follows: 11,000 shares on September 28, 2006;
    11,000 shares on September 28, 2007;
    11,000 shares on September 28, 2008; and
    11,000 shares on September 28, 2009. The vesting
    schedule for the Emdeon Restricted Stock grant is as follows:
    25,000 shares on May 16, 2006; 25,000 shares on
    May 16, 2007; 25,000 shares on May 16, 2008; and
    25,000 shares on May 16, 2009. As of December 31,
    2005, the aggregate value of the 44,000 shares of WHC
    Restricted Stock and the 100,000 shares of Emdeon
    Restricted Stock, all of which were unvested at that date, was
    $2,124,200, based on the closing market prices on the last
    trading day of 2005 of $29.05 per share of WHC Class A
    Common Stock and $8.46 per share of Emdeon Common Stock.
|    
|(18) |  | Represents reimbursement of relocation expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(19) |  | As of July 13, 2005, Mr. Gang no longer served as an
    executive officer of Emdeon; he continues to serve as an
    executive officer of WHC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|(20) |  | The dollar value listed in the table is for 55,000 shares
    of WHC Restricted Stock granted in connection with WHCs
    initial public offering and is based on $17.50 per share,
    the initial public offering price of WHC Class A Common
    Stock. The vesting schedule for this grant is as follows:
    (a) 13,750 shares on September 28, 2006,
    (b) 13,750 shares on September 28, 2007,
    (c) 13,750 shares on September 28, 2008, and
    (d) 13,750 shares on September 28, 2009. As of
    December 31, 2005, the aggregate value of the
    55,000 shares of WHC Restricted Stock, all of which were
    unvested at that date, was $1,597,750, based on the closing
    market price of $29.05 per share of WHC Class A Common
    Stock on the last trading day of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(21) |  | Consists of: (a) $1,056 in company matching contributions
    under the Emdeon 401(k) Plan; and (b) $3,986 of
    company-paid supplemental disability insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(22) |  | The dollar value listed in the table is based on $8.59 per
    share, the closing market price of Emdeon Common Stock on
    March 17, 2004, the date of grant of 37,500 shares of
    Emdeon Restricted Stock, of which (a) 12,500 shares
    vested on March 17, 2005, (b) 12,500 shares
    vested on March 17, 2006 and (c) 12,500 shares
    are scheduled to vest on March 17, 2007. As of
    December 31, 2005, the aggregate value of the 25,000
    unvested shares of Emdeon Restricted Stock then held by
    Mr. Gattinella was $211,500, based on the closing market
    price of $8.46 per share of Emdeon Common Stock on the last
    trading day of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|(23) |  | Consists of: (a) $3,421 of company-paid supplemental
    disability insurance; and (b) an automobile allowance of
    $12,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(24) |  | The dollar value listed in the table is based on $8.59 per
    share, the closing market price of Emdeon Common Stock on
    March 17, 2004, the date of grant of 37,500 shares of
    Emdeon Restricted Stock, of which (a) 12,500 shares
    vested on March 17, 2005, (b) 12,500 shares
    vested on March 17, 2006 and (c) 12,500 shares
    are scheduled to vest on March 17, 2007. As of
    December 31, 2005, the aggregate value of the 25,000
    unvested shares of Emdeon Restricted Stock then held by
    Mr. Mele was $211,500, based on the closing market price of
    $8.46 per share of Emdeon Common Stock on the last trading
    day of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(25) |  | The dollar value listed in the table is for 55,000 shares
    of WHC Restricted Stock granted in connection with WHCs
    initial public offering and is based on $17.50 per share,
    the initial public offering price of WHC Class A Common
    Stock. The vesting schedule for this grant is as follows:
    (a) 13,750 shares on September 28, 2006,
    (b) 13,750 shares on September 28, 2007,
    (c) 13,750 shares on September 28, 2008, and
    (d) 13,750 shares on September 28, 2009. As of
    December 31, 2005, the aggregate value of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|     |  |                                                                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | 55,000 shares of WHC Restricted Stock, all of which were
    unvested at that date, was $1,597,500, based on the closing
    market price of $29.05 per share of WHC Class A Common
    Stock on the last trading day of 2005.
|    
|(26) |  | Represents company-paid supplemental disability insurance.                                                                                                                                                                    













Option
    Grants in Fiscal 2005




|                    |  |             |         |      |               |  |      |            |  |  |            |  |  |             |            |  |  |  |           | 
|------------------- |  | ----------- | ------- | ---- | ------------- |  | ---- | ---------- |  |  | ---------- |  |  | ----------- | ---------- |  |  |  | --------- | 
|Individual Grants   |  |             |         |     
|                    |  | Number of   |         |      | Percent of    |  |      |            |  |  |            |  |  |             |           
|                    |  | Securities  |         |      | Total Options |  |      | Exercise   |  |  |            |  |  |             |           
|                    |  | Underlying  |         |      | Granted to    |  |      | or         |  |  |            |  |  | Grant Date  |           
|                    |  | Options     |         |      | Employees in  |  |      | Base Price |  |  | Expiration |  |  | Present     |           
|Name                |  | Granted (#) |         |      | 2005(1)       |  |      | ($/Share)  |  |  | Date       |  |  | Value($)(2) |           
|                   
|Kevin M. Cameron    |  |             | 55,000  | W(3) |               |  | 1.2  |            |  |  | 17.50      |  |  |             | 9/28/2015  |  |  |  | 543,830   | 
|Andrew C. Corbin    |  |             | 200,000 | E(4) |               |  | 6.3  |            |  |  | 7.84       |  |  |             | 11/4//2015 |  |  |  | 774,364   | 
|David Gang          |  |             | 176,000 | W(3) |               |  | 3.8  |            |  |  | 17.50      |  |  |             | 9/28/2015  |  |  |  | 1,748,230 | 
|                    |  |             | 400,000 | E(5) |               |  | 12.6 |            |  |  | 9.52       |  |  |             | 5/16/2015  |  |  |  | 1,880,090 | 
|Wayne T. Gattinella |  |             | 220,000 | W(3) |               |  | 4.8  |            |  |  | 17.50      |  |  |             | 9/28/2015  |  |  |  | 2,185,288 | 
|Charles A. Mele     |  |             | 44,000  | W(3) |               |  | 1.0  |            |  |  | 17.50      |  |  |             | 9/28/2015  |  |  |  | 435,064   | 
|Martin J. Wygod     |  |             | 220,000 | W(3) |               |  | 4.8  |            |  |  | 17.50      |  |  |             | 9/28/2015  |  |  |  | 2,185,288 | 









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Percent is calculated, with respect to grants by Emdeon, based
    upon the total number of options that Emdeon granted during 2005
    and is calculated, with respect to grants by WHC, based upon the
    total number of options that WHC granted during 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) |  | The estimated grant date present value for options to purchase
    Emdeon Common Stock reflected in the above table was determined
    using the Black-Scholes model and the following data and
    assumptions: (a) the applicable option exercise prices;
    (b) the exercise of options within three years of the date
    that they become exercisable; (c) a risk-free interest rate
    of (i) 3.6% per annum with respect to options granted
    on May 16, 2005 and (ii) 4.4% per annum with
    respect to options granted on November 4, 2005;
    (d) volatility of (i) 0.5 for Emdeon Common Stock with
    respect to options granted on May 16, 2005 and
    (ii) 0.45 for Emdeon Common Stock with respect to options
    granted on November 4, 2005; and (e) that no dividends
    are paid on Emdeon Common Stock.
|   
|    |  | The estimated grant date present value for options to purchase
    WHC Class A Common Stock reflected in the above table was
    determined using the Black-Scholes model and the following data
    and assumptions: (a) the option exercise price of $17.50;
    (b) the exercise of options within three years of the date
    that they become exercisable; (c) a risk-free interest rate
    of 4.0% per annum for options granted to
    Messrs. Cameron and Mele and 4.2% for options granted to
    Messrs. Gang, Gattinella and Wygod; (d) volatility of
    0.6; and (e) that no dividends are paid on WHC Class A
    Common stock.                                                                                                                                                                                       
|   
|    |  | The ultimate values of the options will depend on the future
    market price of the underlying common stock, which cannot be
    forecast with reasonable accuracy. The actual value, if any, an
    optionee will realize upon exercise of an option will depend on
    the excess of the market value of the underlying common stock
    over                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

11



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##### Table of Contents



the exercise price on the date the option is exercised. We
    cannot predict whether the value realized by an optionee will be
    at or near the value estimated by the Black-Scholes model or any
    other model applied to value the options.(3)
    
    These options to purchase WHC Class A Common Stock were
    granted on September 28, 2005 and are scheduled to vest and
    become exercisable in equal installments over four years upon
    each anniversary of the grant date.(4)
    
    These options to purchase Emdeon Common Stock were granted on
    November 4, 2005 and are scheduled to vest and become
    exercisable as follows: 44,000 on May 1, 2007; 48,000 on
    May 1, 2008; 52,000 on May 1, 2009; and 56,000 on
    May 1, 2010.(5)
    
    These options to purchase Emdeon Common Stock were granted on
    May 16, 2005 and are scheduled to vest and become
    exercisable in equal installments over four years upon each
    anniversary of the grant date.      Aggregated
    Option Exercises in Last Fiscal Year and Fiscal Year-End Option
    Values
  Number ofSecurities Underlying


Value of UnexercisedShares





Unexercised Options at


In-the-Money OptionsAcquired on


Value


December 31, 2005
    (#)


at December 31, 2005
    ($)(2)Name

Exercise (#)


Realized ($)(1)


Exercisable


Unexercisable


Exercisable


UnexercisableKevin M. Cameron










1,783,834



1,378,334



1,316,305



1,830,150
(E)











55,000







635,250
(W)Andrew C. Corbin










300,000



500,000



99,000



223,000
(E)David Gang














400,000








(E)











176,000







2,032,800
(W)Wayne T. Gattinella


80,300



335,960



603,033



166,667



1,896,905




(E)











220,000







2,541,000
(W)Charles A. Mele










2,601,333



166,667



2,515,000




(E)











44,000







508,200
(W)Martin J. Wygod










3,685,000












(E)











220,000







2,541,000
(W)     (1)
    
    The value realized is calculated based on the amount by which
    the aggregate market price, on the date of exercise, of the
    shares received exceeded the aggregate exercise price paid,
    regardless of whether such shares were sold or retained by the
    optionholder on that date.(2)
    
    The value of unexercised
    in-the-money
    options to purchase Emdeon Common Stock is calculated based on
    the closing market price per share of Emdeon Common Stock as of
    December 31, 2005 which was $8.46, net of the applicable
    option exercise price per share. The value of unexercised
    in-the-money
    options to purchase WHC Class A Common Stock is calculated
    based on the closing market price per share of WHC Class A
    Common Stock as of December 31, 2005 which was $29.05, net
    of the applicable option exercise price per share.(E)
    
    All information on this line relates to options to purchase
    shares of Emdeon Common Stock.(W)
    
    All information on this line relates to options to purchase
    shares of WHC Class A Common Stock. 12




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##### Table of Contents



Compensation
    Arrangements with Named Executive Officers
  Arrangements
    with Kevin M. Cameron
    
    The agreement provides for an employment period through
    October 1, 2009.
    The agreement provides for an annual base salary of $660,000 and
    an annual bonus of up to 100% of base salary. For the fiscal
    year ended December 31, 2005, Mr. Cameron received a
    bonus of $450,000, determined by the Compensation Committee in
    its discretion, based on both his own and our companys
    performance. The agreement provides that, for the fiscal year
    ending December 31, 2006 and subsequent years, the amount
    of the bonus will be based upon performance goals to be approved
    by the Compensation Committee with respect to each such year.
    In connection with his election as Chief Executive Officer,
    Mr. Cameron received grants, effective October 1,
    2004, of: (a) options to
    purchase 1,500,000 shares of Emdeon Common Stock at an
    exercise price of $6.99, the closing market price on that date;
    and (b) 275,000 shares of Emdeon Restricted Stock. The
    vesting schedule for the options and the Emdeon Restricted Stock
    is as follows: 17% on the first anniversary of the grant date
    (which vested on October 1, 2005); 18.5% on the second
    anniversary; 20% on the third anniversary; 21.5% on the fourth
    anniversary; and 23% on the fifth anniversary.
    In the event of the termination of Mr. Camerons
    employment by us without Cause or by
    Mr. Cameron for Good Reason, prior to a
    Change in Control (as those terms are described
    below), he would be entitled to:  (a)
    continue to receive his base salary at the rate in effect at the
    time of termination for a period of time equal to the length of
    his employment after October 1, 2004, rounded down to the
    nearest six months, but not longer than three years; and  (b)
    continue to participate in our benefit plans (or comparable
    plans) for the duration of the severance period.  1 2
  
    For purposes of the employment agreement,
    (a) Cause includes (i) any willful
    misconduct relating, directly or indirectly, to Emdeon or any of
    its affiliates, that remains uncured, if susceptible to cure,
    after 30 days following written notice from Emdeon
    detailing such misconduct; (ii) any breach of any material
    provision contained in the employment agreement or any material
    policy, which breach remains uncured, if susceptible to cure,
    after 30 days following written notice from Emdeon
    detailing such breach; or (iii) conviction of a felony or
    crime involving moral turpitude; and (b) Good
    Reason includes any of the following which remains uncured
    30 days after written notice is provided to Emdeon:
    (i) Emdeons material breach of the employment
    agreement, (ii) a material demotion of his position, and
    (iii) required relocation from his present residence or is
    required to commute, on a regular 13




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##### Table of Contents




    For purposes of the employment agreement:  (a)
    a Change in Control of Emdeon includes (i) a
    change in the majority of the Board of Directors of Emdeon
    without the consent of the incumbent directors, (ii) any
    person or entity becoming the beneficial owner of 25% or more of
    the voting shares of Emdeon and the Compensation Committee
    determines that such transaction constitutes a change in
    control, taking into consideration all relevant facts,
    (iii) consummation of a reorganization, merger or similar
    transaction where Emdeons stockholders no longer represent
    50% of the voting power and (iv) consummation of a sale of
    all or substantially all of Emdeons assets; and  (b)
    a Change in Control of WHC includes (i) a
    change in the majority of the Board of Directors of WHC without
    the consent of the incumbent directors, (ii) any person or
    entity becoming the beneficial owner of 50% or more of the
    voting shares of WHC, (iii) consummation of a
    reorganization, merger or similar transaction where WHCs
    stockholders no longer represent 50% of the voting power and
    (iv) consummation of a sale of all or substantially all of
    WHCs assets;    
    Mr. Cameron may terminate his employment upon 30 days
    notice after 11 months following a Change in Control of
    Emdeon and, if this occurs:  (a)
    Mr. Cameron would be entitled to continue to receive his
    base salary at his then current rate through October 1,
    2009 (or, if longer, for three years following the termination);  (b)
    Mr. Cameron would be entitled to annual bonus payments for
    the period of salary continuance in an amount equal to the
    amount of his bonus for the year prior to the termination or, if
    higher, the bonus paid for the year immediately prior to the
    Change in Control;  (c)
    his participation in our benefit plans (or comparable plans)
    would continue for the duration of the salary continuation
    period;  (d)
    all options to purchase Emdeon Common Stock and Emdeon
    Restricted Stock granted to Mr. Cameron at or prior to the
    date of the employment agreement which have not vested prior to
    the date of termination would be vested as of the date of
    termination and all such options would remain exercisable as if
    he remained in our employ through the expiration date specified
    in the respective stock option plans and agreements; and  (e)
    any remaining unvested portion of the option to purchase WHC
    Class A Common Stock would be vested as of the date of
    termination and all such options would remain exercisable
    through the 90 day post-termination exercise period plus
    the Section 409A Extension Period.  
    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of Emdeon, the options granted to
    Mr. Cameron by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period.
    If Mr. Camerons employment is terminated by us for
    Cause or by him without Good Reason, he (a) would not
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination. 14




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##### Table of Contents




    In the event of the termination of Mr. Camerons
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to three years of salary
    continuation, three years of benefit continuation and three
    years of vesting of the equity granted on or prior to
    October 1, 2004 and three years of continued exercisability
    of options to purchase Emdeon Common Stock. In accordance with
    WHCs Long-Term Incentive Plan, the options to purchase WHC
    Class A Common Stock would vest on the date of termination
    as a result of death or disability and remain outstanding for
    one year.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the second anniversary
    of the date of cessation of Mr. Camerons employment.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Cameron
    incurs by reason of his receipt of any payment that constitutes
    an excess parachute payment as defined in Section 280G of
    the Internal Revenue Code.
    Severance payments, if any, will be made in accordance with
    Section 409A to avoid subjecting Mr. Cameron to
    adverse tax consequences.
    The employment agreement is governed by the laws of New Jersey.  Arrangements
    with Andrew C. Corbin
     
    The employment agreement provides for an employment period
    through October 13, 2008.
    The employment agreement provides for an annual base salary of
    $450,000 and an annual bonus, with a target of up to 50% of his
    base salary. For the fiscal year ended December 31, 2005,
    Mr. Corbin received a bonus of $375,000, determined by the
    Compensation Committee in its discretion, based upon both his
    own and our companys performance. As an inducement to
    enter into the employ of Emdeon, Mr. Corbins
    employment agreement provided for a one-time bonus payment of
    $66,667 at the time he commenced employment and an additional
    one-time bonus payment of $145,000 made on the first anniversary
    of commencement of his employment.
    In the event of the termination of Mr. Corbins
    employment by us without Cause or by Mr. Corbin
    for Good Reason (as those terms are described
    below), he would be entitled to:  (a)
    continue to receive his base salary at the rate in effect at the
    time of termination for one year;  (b)
    payment (at the time bonuses are paid to executive officers
    generally) of the bonus for the year of termination calculated
    based upon the bonus program in effect, provided that if no such
    bonus program is in effect, such bonus would be 50% of base
    salary; and  (c)
    continue to participate in our benefit plans (or comparable
    plans) for the duration of the severance period.   15




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##### Table of Contents




    For purposes of the employment agreement,
    (a) Cause includes (i) willful failure to
    perform duties or bad faith in connection with the performance
    of duties that remains uncured for 30 days following
    written notice from the Emdeon Board detailing the specific
    acts, (ii) engaging in any misconduct, negligence, act of
    dishonesty, violence or threat of violence that is demonstrably
    injurious to Emdeon or any of its affiliates,
    (iii) material breach of the employment agreement or of a
    policy of Emdeon or any of its Affiliates, which breach is not
    remedied (if susceptible to remedy) within 30 days
    following written notice by the Board of Directors of Emdeon or
    its designee detailing the specific breach, and
    (iv) commission of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude; and
    (b) Good Reason includes (i) a material
    breach by Emdeon of its obligations under the employment
    agreement, (ii) a material demotion of
    Mr. Corbins position with Emdeon, and
    (iii) required relocation to a location that is more than
    50 miles from the Companys headquarters and such new
    headquarters is outside of the New York City metropolitan area;
    provided that Mr. Corbin has agreed that, while he is
    serving in the dual roles described above, he will report to
    both Elmwood Park, New Jersey and Tampa, Florida and that, at
    such time as he serves solely as Chief Executive Officer of
    Emdeon Practice Services, he would report to Tampa, Florida.
    Mr. Corbin may terminate his employment upon 30 days
    notice at any time after the first anniversary of a Change
    in Control (as that term is described below) and, if this
    occurs: (a) Mr. Corbin would be entitled to continue
    to receive his base salary for three years at his then current
    rate; (b) Mr. Corbin would be entitled to his bonus
    for the year of termination calculated in the same manner as if
    his employment was terminated without cause; (c) his
    participation in our benefit plans (or comparable plans) would
    continue for three years; and (d) the options to purchase
    600,000 shares of Emdeon Common Stock granted in connection
    with his initial employment would remain outstanding and
    continue to vest as if he remained in our employ through the
    last vesting date applicable to the option.
    For purposes of the employment agreement, Change in
    Control includes (a) any person, entity or group,
    other than Mr. Wygod and his affiliates, acquiring at least
    50% of the voting power of the outstanding voting securities of
    Emdeon; (b) a merger involving Emdeon in which Emdeon is
    not the surviving entity; (c) a sale or other disposition
    of all or substantially all of the assets of Emdeon; or
    (d) a complete liquidation or dissolution of Emdeon
    If Mr. Corbins employment is terminated by us for
    Cause or by him without Good Reason, he (a) would not be
    entitled to any further compensation or benefits and
    (b) would not be entitled to any additional rights or
    vesting with respect to his stock options following the date of
    termination.
    In the event of the termination of Mr. Corbins
    employment as a result of his death or permanent disability, he
    (or his estate) would be entitled to the same benefits as if his
    employment was terminated by Emdeon without Cause.
    The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that end on the eighteen-month
    anniversary of the date of cessation of Mr. Corbins
    employment.
    The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Corbin incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code.
    The employment agreement is governed by the laws of the State of
    New Jersey.  Arrangements
    with David Gang
   16




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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The employment agreement provides that Mr. Gang will
    receive an annual base salary of $450,000 and is eligible to
    earn a bonus of up to 100% of his base salary. For 2005,
    Mr. Gang received a bonus of $421,000, determined by
    WHCs Compensation Committee in its discretion, based on
    both his own and WHCs performance. Mr. Gang also
    received a signing bonus of $500,000 in 2005 in connection with
    his initial employment by our company. The employment agreement
    provides that, in 2006 and subsequent years, achievement of 50%
    of Mr. Gangs bonus will be based upon WHCs
    attainment of corporate financial and strategic goals to be
    established by its Compensation Committee, with the financial
    goals generally related to revenue
    and/or other
    measures of operating results, and that achievement of the
    remaining 50% of Mr. Gangs bonus will be based on
    performance goals to be established by WHCs Compensation
    Committee.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Pursuant to the employment agreement, Mr. Gang was granted,
    on the first day of his employment, options to purchase
    400,000 shares of Emdeon Common Stock. The exercise price
    is $9.52 per share, the closing price of Emdeon Common
    Stock on such date. The options will vest in equal annual
    installments over four years upon each anniversary of the grant
    date. In the event that WHC ceases to be a subsidiary of Emdeon,
    the unvested portion of the options would terminate while the
    vested portion would remain outstanding in accordance with its
    terms. If such an event occurs within the first twelve months
    from the grant date, the unvested portion would continue to vest
    through the first scheduled vesting date.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Mr. Gang also received 100,000 shares of Emdeon
    Restricted Stock on the first day of his employment. The Emdeon
    Restricted Stock is scheduled to vest in equal annual
    installments over four years upon each anniversary of the grant
    date. In the event that WHC ceases to be a subsidiary of Emdeon,
    the Emdeon Restricted Stock not yet vested at that time would be
    forfeited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Pursuant to the employment agreement, Mr. Gang was granted
    44,000 shares of WHC Restricted Stock and nonqualified
    options to purchase 176,000 shares of WHCs
    Class A Common Stock in connection with WHCs initial
    public offering. The per share exercise price of the options is
    the initial public offering price of $17.50. The WHC Restricted
    Stock and the options are scheduled to vest in equal
    installments over four years upon each anniversary of the grant
    date. In the event of a Change in Control of WHC, the unvested
    portion of the options to purchase WHC Class A Common Stock
    would continue to vest until the later of (a) two years
    from the date of grant and (b) the next scheduled vesting
    date following the Change in Control. The continued vesting
    applies only if Mr. Gang remains employed until six months
    following such Change in Control or is terminated by WHCs
    successor without Cause or he resigns for Good Reason during
    such six-month period.
|
| |  | In the event of the termination of Mr. Gangs
    employment, prior to the fourth anniversary of the start date,
    by WHC without Cause or by Mr. Gang for Good Reason, he
    would be entitled to continue to receive his base salary for one
    year from the date of termination, to receive any unpaid bonus
    for the year preceding the year in which the termination occurs
    and, to receive health coverage until the earlier of one year
    following his termination and the date upon which he receives
    comparable coverage under another plan. In the event that a
    termination of Mr. Gangs employment by WHC without
    Cause or by Mr. Gang for Good Reason occurs before the
    fourth anniversary of Mr. Gangs start date, 25% of
    the options to purchase WHC Class A Common Stock described
    above would continue to vest through the next vesting date
    following the date of termination.                                                                                                               
|
| |  | The employment agreement and the related agreement described
    below are governed by the laws of the State of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





17



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##### Table of Contents



Arrangements
    with Wayne T. Gattinella
    
    Mr. Gattinella currently receives an annual base salary of
    $560,000 and is eligible to earn a bonus of up to 100% of his
    base salary. For 2005, Mr. Gattinella received a bonus of
    $280,000, determined by WHCs Compensation Committee in its
    discretion, based on both his own and WHCs performance.
    With respect to 2006 and subsequent years, the employment
    agreement provides that achievement of 50% of
    Mr. Gattinellas bonus will be based upon WHCs
    attainment of corporate financial and strategic goals to be
    established by its Compensation Committee, with the financial
    goals generally related to revenue
    and/or other
    measures of operating results and achievement of the remaining
    50% of Mr. Gattinellas bonus will be based on
    performance goals to be established by WHCs Compensation
    Committee.
    Pursuant to the employment agreement, Mr. Gattinella was
    granted 55,000 shares of WHC Restricted Stock and
    nonqualified options to purchase 220,000 shares of
    WHCs Class A Common Stock in connection with our
    initial public offering. The per share exercise price of the
    options is the initial public offering price of $17.50. The WHC
    Restricted Stock and the options are scheduled to vest in equal
    installments over four years upon each anniversary of the grant
    date.
    In the event of the termination of Mr. Gattinellas
    employment, prior to April 30, 2009, by WHC without
    Cause or by Mr. Gattinella for Good
    Reason (as those terms are described below), he would be
    entitled to continue to receive his base salary for one year
    from the date of termination, to receive any unpaid bonus for
    the year preceding the year in which the termination occurs, and
    to receive healthcare coverage until the earlier of one year
    following his termination and the date upon which he receives
    comparable coverage under another plan. In the event that a
    termination of Mr. Gattinellas employment by WHC
    without Cause or by Mr. Gattinella for Good Reason occurs
    before the fourth anniversary of the grant of the options to
    purchase WHC Class A Common Stock, 25% of such options
    would continue to vest through the next vesting date following
    the date of termination.
    In the event of a Change in Control of WHC (as that
    term is described below), the unvested portion of the options to
    purchase WHC Class A Common Stock would continue to vest
    until the later of (a) two years from the date of grant and
    (b) the next scheduled vesting date following the Change in
    Control. The continued vesting applies only if
    Mr. Gattinella remains employed until six months following
    such Change in Control or is terminated by our successor without
    Cause or he resigns for Good Reason during such six-month
    period. For purposes of the employment agreement, a Change
    in Control would occur when: (i) a person, entity or
    group acquires more than 50% of the voting power of WHC,
    (ii) there is a reorganization, merger or consolidation or
    sale involving all or substantially all of WHCs assets, or
    (iii) there is a complete liquidation or dissolution of WHC.
    For purposes of the employment agreement:
    (a) Cause includes (i) a continued willful
    failure to perform duties after 30 days written notice,
    (ii) willful misconduct or violence or threat of violence
    that would harm WHC, (iii) a material breach of WHCs
    policies, the employment agreement, or the Trade Secret and
    Proprietary Information Agreement (as described below), that
    remains unremedied after 30 days written notice, or
    (iv) conviction of a felony in respect of a dishonest or
    fraudulent act or other crime of moral turpitude; and
    (b) Good Reason includes any of the following
    conditions or events remaining in effect after 30 days
    written notice: (i) a reduction in base salary, (ii) a
    material reduction in authority, or (iii) any material
    breach of the employment agreement by WHC.
    The employment agreement and the related agreement described
    below are governed by the laws of the State of New York.   18




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##### Table of Contents



Arrangements
    with Charles A. Mele
    
    The agreement provides for an employment period through
    February 1, 2011.
    Mr. Mele receives an annual base salary of $450,000. The
    amount of any bonus will be in the discretion of the
    Compensation Committee of the Board of Emdeon. For 2005,
    Mr. Mele received a bonus of $325,000, determined by the
    Compensation Committee in its discretion, based on both his own
    and our companys performance.
    If Mr. Meles employment is terminated due to his
    death or disability, by us without Cause or by
    Mr. Mele for Good Reason (as those terms are
    described below), he would be entitled to: (a) continuation
    of his base salary, at the rate then in effect, for three years;
    (b) an amount for each of the three years equal to the
    greater of the average bonus he received in the three years
    prior to termination or the amount of the bonus he received in
    the last of those years; and (c) continued participation in
    our benefit plans (or comparable plans) for three years. If such
    termination occurs after the end of a fiscal year but before
    payment of the bonus for that year, he would also be entitled to
    receive the bonus, if any, earned for that fiscal year;
    provided, however, that if the termination is for Good Reason or
    without Cause following a Change in Control of Emdeon, the
    payments in (a) and (b) above will continue for the
    remainder of the term of the agreement, if longer. In addition:  
    all options to purchase Emdeon Common Stock and Emdeon
    Restricted Stock granted to Mr. Mele by Emdeon prior to the
    date of the agreement that have not vested prior to the date of
    termination would be vested as of the date of termination and
    the options would remain exercisable as if he remained in our
    employ through the expiration date specified in each applicable
    stock option agreement, except that the options granted to
    Mr. Mele on March 17, 2004 would remain exercisable
    only for 90 days plus the Permitted 409A Extension
    Period; and
    the portion of the options to purchase WHC Class A Common
    Stock granted to Mr. Mele by WHC on September 28, 2005
    that would have vested on the next vesting date following the
    date of termination will vest on the date of termination and the
    vested portion of those options will remain exercisable for
    90 days plus the Permitted 409A Extension Period; provided,
    however, that, if termination is for Good Reason or without
    Cause following a Change in Control of Emdeon, all of the
    options that have not vested prior to the date of termination
    would be vested as of the date of termination.  
    In the event of a Change in Control of WHC or if WHC is no
    longer an affiliate of Emdeon, the options granted to
    Mr. Mele by WHC on September 28, 2005 that have not
    vested prior to such event would be vested as of the date of
    such event and would remain exercisable for 90 days plus
    the Permitted 409A Extension Period.
    If Mr. Meles employment is terminated by us for Cause
    or by him without Good Reason, he (a) would not be entitled
    to any further compensation or benefits and (b) would not
    be entitled to any additional rights or vesting with respect to
    the stock options or restricted stock following the date of
    termination. 19




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##### Table of Contents




    For purposes of Mr. Meles employment agreement:
    (a) Cause includes (i) a material breach
    of the employment agreement that remains unremedied after
    30 days written notice, or (ii) conviction of a
    felony; and (b) good reason includes (i) a
    material reduction in title or responsibilities,
    (ii) requiring Mr. Mele to report to anyone other than
    the Chief Executive Officer of Emdeon, (iii) a reduction in
    base salary or material fringe benefits, (iv) a material
    breach of the employment agreement, (v) requiring
    Mr. Mele to relocate to a location that is more than
    25 miles from his current residence, or (vi) a Change
    in Control of Emdeon occurs and he remains in the employ of
    Emdeon for six months after the Change in Control.
    Payment of severance, if any, will be made in accordance with
    Section 409A to avoid subjecting Mr. Mele to adverse
    tax consequences.
    Mr. Mele is subject to confidentiality obligations that
    survive indefinitely and non-solicitation and non-competition
    obligations that survive for two years or, if applicable, for
    the three year period in which severance is payable under the
    agreement.
    There is a tax
    gross-up
    provision relating to any excise tax that Mr. Mele incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Mele will not be deductible by Emdeon
    for federal income tax purposes.  Arrangements
    with Martin J. Wygod
    
    The employment agreement provides for an employment period
    through August 3, 2010.
    Under the employment agreement, Mr. Wygod received an
    annual base salary of $1.26 million until the completion of
    WHCs initial public offering; when the initial public
    offering was completed in September 2005, Mr. Wygods
    base salary was reduced to $975,000 per year. For 2005,
    Mr. Wygod received a bonus of $450,000, determined by the
    Compensation Committee in its discretion, based on both his own
    and our companys performance.
    Pursuant to the employment agreement, Mr. Wygod was granted
    55,000 shares of WHC Restricted Stock and nonqualified
    options to purchase 220,000 shares of WHCs
    Class A Common Stock in connection with WHCs initial
    public offering. The per share exercise price of the options is
    the initial public offering price of $17.50. The WHC Restricted
    Stock and the options are scheduled to vest in equal
    installments over four years upon each anniversary of the grant
    date.
    In the event of termination of Mr. Wygods employment
    by us without Cause or by Mr. Wygod for
    Good Reason (as those terms are described below),
    Mr. Wygod would become a consultant for us and would be
    entitled to receive his salary, at the rate then in effect, and
    continuation of benefits until the later of (i) two years
    following such termination or (ii) August 3, 2010. In
    addition, all options, or other forms of equity compensation,
    granted to Mr. Wygod by us or any of our affiliates (which
    would include WHC) that have not vested prior to the date of
    termination would become vested as of the date of termination
    and, assuming there has not been a Change in Control of Emdeon
    or of WHC, would continue to be exercisable as long as he
    remains a consultant (or longer if the plan or agreement
    expressly provided). In the event that Mr. Wygods
    employment is terminated due to death or disability, he or his
    estate would receive the same benefits as described above. 20




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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The employment agreement provides that in the event there is
    Change in Control of Emdeon, all outstanding options and other
    forms of equity compensation (including equity compensation
    granted by WHC) would become immediately vested on the date of
    the Change in Control and, if following the Change in Control,
    Mr. Wygods employment terminates for any reason other
    than Cause, they would continue to be exercisable until the
    tenth anniversary of the applicable date of grant. A Change in
    Control of Emdeon is also an event that constitutes Good Reason
    for purposes of a termination by Mr. Wygod. In the event
    there is a Change in Control of WHC, any portion of
    Mr. Wygods equity that relates to WHC will fully vest
    and become exercisable on the date of such event, and if
    following such event, Mr. Wygods engagement with WHC
    is terminated for any reason other than Cause, such equity will
    remain outstanding until the expiration of its original term.
|
| |  | For purposes of the employment agreement:
    (a) Cause includes a final court adjudication
    that Mr. Wygod (i) committed fraud or a felony
    directed against our company relating to his employment, or
    (ii) materially breached any of the material terms of the
    employment agreement; (b) the definition of Good
    Reason includes the following conditions or events:
    (i) a material reduction in title or responsibility that
    remains in effect for 30 days after written notice,
    (ii) a final court adjudication that we materially breached
    any material provisions of the employment agreement,
    (iii) failure to serve on our Board or Executive Committee
    of our Board, or (iv) the occurrence of a Change in Control
    of Emdeon.                                                                                                                                                                                                                                                           
|
| |  | In the event Mr. Wygod terminates his engagement with WHC
    for Good Reason (as described in the following
    sentence), any portion of equity that relates to WHC will fully
    vest and become exercisable on the date his engagement
    terminates and will remain exercisable for the period beginning
    on such date and ending on the later of two years following such
    termination or August 3, 2010. For the purposes of a
    termination of Mr. Wygods engagement with WHC by him,
    Good Reason means a material reduction in
    Mr. Wygods title or responsibilities as Chairman of
    the Board of WHC.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In the event that Mr. Wygods employment with Emdeon
    is terminated for any reason, but he remains Chairman of the
    Board of WHC, WHC will have no obligation to pay a salary to
    Mr. Wygod.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | The employment agreement contains confidentiality obligations
    that survive indefinitely and non-solicitation and
    non-competition obligations that continue until the second
    anniversary of the date his employment has ceased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | The employment agreement contains a tax
    gross-up
    provision relating to any excise tax that Mr. Wygod incurs
    by reason of his receipt of any payment that constitutes an
    excess parachute payment as defined in Section 280G of the
    Internal Revenue Code. Any excess parachute payments and related
    tax gross-up
    payments made to Mr. Wygod will not be deductible for
    federal income tax purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



1 3




Compensation
    of Non-Employee Directors








| |   |                                                              
| | - | -------------------------------------------------------------
| |  | Audit Committee  $15,000;                                   
|
| |  | Compensation Committee and Nominating
    Committee  $5,000;
|
| |  | Governance & Compliance
    Committee  $10,000; and         
|
| |  | Related Parties Committee  $10,000.                         

21



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##### Table of Contents




    Compensation Committee and Nominating
    Committee  $2,500; and
    Audit Committee and Governance & Compliance
    Committee  $10,000.  out-of-pocket
        1/4 1/48
  Other
    Compensation Information
     22




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Compensation
    Committee Interlocks and Insider Participation










23



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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security
    Ownership of Certain Beneficial Owners and Management
  07407-1361.
    Common



Total

Percent ofName and Address of Beneficial
    Owner

Stock(1)

Other(2)

Shares

Outstanding(2)FMR Corp.


44,292,576
(3)






44,292,576



16.2
%82 Devonshire Street
    Boston, Massachusetts 02109Mark J. Adler, M.D.


32,600
(4)


170,166



202,766



*Paul A. Brooke


371,667
(5)


144,166



515,833



*Kevin M. Cameron


325,155
(6)


1,783,834



2,108,989



*Andrew C. Corbin


69,176
(7)


300,000



369,176



*Neil F. Dimick






53,332



53,332



*David Gang


100,000
(8)


100,000



200,000



*Wayne T. Gattinella


24,904
(9)


603,033



627,937



*James V. Manning


859,047
(10)


182,166



1,041,213



*Charles A. Mele


143,075
(11)


2,601,333



2,744,408



*Herman Sarkowsky


533,494
(12)


444,166



977,660



*Joseph E. Smith


29,250



170,166



199,416



*Martin J. Wygod


8,912,395
(13)


3,685,000



12,597,395



4.6
%All executive officers and
    directors as a group (12 persons)


11,230,607



10,340,695



21,571,302



7.6
%     *
    
    Less than 1%.(1)
    
    The amounts set forth below include 236 shares allocated to
    each of Messrs. Gattinella, Mele and Wygod and
    155 shares allocated to Mr. Cameron pursuant to the
    Emdeon Corporation Performance Incentive Plan, a retirement plan
    intended to be qualified under Section 401(a) of the
    Internal Revenue Code (which we refer to in this table as PIP
    Shares), which was merged into our 401(k) Savings Plan on
    March 1, 2006 and renamed the Emdeon Corporation 401(k)
    Savings and Employee Stock Ownership Plan. The amount set forth
    below for All executive officers and directors as a
    group includes an aggregate of 863 PIP Shares. Performance
    Incentive Plan participants do not have dispositive power with
    respect to PIP Shares (including vested PIP Shares) until the
    shares are distributed in accordance with the terms of the Plan.
    Generally, one-third of the number of PIP Shares allocated to
    each participant vested 24




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##### Table of Contents



on each December 31 following the allocation.
    Messrs. Cameron, Corbin, Gang, Gattinella, Mele and Wygod
    are beneficial owners of shares of common stock of Emdeon
    subject to vesting requirements based on continued employment by
    Emdeon (which we refer to as Emdeon Restricted Stock) in the
    respective amounts stated in the footnotes below. Holders of
    Emdeon Restricted Stock have voting power, but not dispositive
    power, with respect to unvested shares of Emdeon Restricted
    Stock. For information regarding the vesting schedules of the
    Emdeon Restricted Stock, see Executive
    Compensation  Summary Compensation Table
    above.(2)
    
    Beneficial ownership is determined under the rules and
    regulations of the SEC, which provide that shares of common
    stock that a person has the right to acquire within 60 days
    are deemed to be outstanding and beneficially owned by that
    person for the purpose of computing the total number of shares
    beneficially owned by that person and the percentage ownership
    of that person. However, those shares are not deemed to be
    outstanding for the purpose of computing the percentage
    ownership of any other person. Accordingly, we have set forth,
    in the column entitled Other, with respect to each
    person listed, the number of shares of Emdeon Common Stock that
    such person has the right to acquire pursuant to options that
    are currently exercisable or that will be exercisable within
    60 days of April 14, 2006. We have calculated the
    percentages set forth in the column entitled Percent of
    Outstanding based on the number of shares outstanding as
    of April 14, 2006 (which was 273,147,499) plus, for each
    listed person or group, the number of additional shares deemed
    outstanding, as set forth in the column entitled
    Other.(3)
    
    The information shown is as of December 31, 2005 and is
    based upon information disclosed by FMR Corp., Fidelity
    Management and Research Company, Fidelity Growth Company Fund
    and Edward C. Johnson, 3d in a Schedule 13G filed with the
    SEC. Such persons reported that FMR Corp. and the other members
    of the filing group had, as of December 31, 2005, sole
    power to dispose of or to direct the disposition of
    44,292,576 shares of Emdeon Common Stock and sole power to
    vote or to direct the vote of 3,414,607 shares of Emdeon
    Common Stock. Sole power to vote the other shares of Emdeon
    Common Stock beneficially owned by the filing group resides in
    the respective boards of trustees of the funds that have
    invested in the shares. The interest of Fidelity Growth Company
    Fund, an investment company registered under the Investment
    Company Act of 1940, amounted to 23,729,200 shares of
    Emdeon Common Stock as of December 31, 2005.(4)
    
    Represents 10,000 shares held by Dr. Adler,
    22,000 shares held by the Adler Family Trust and
    600 shares held by Dr. Adlers son.(5)
    
    Represents 170,000 shares held by Mr. Brooke and
    201,667 shares held by PMSV Holdings LLC, of which
    Mr. Brooke is the managing member.(6)
    
    Represents 86,750 shares held by Mr. Cameron, 155 PIP
    Shares and 238,250 unvested shares of Emdeon Restricted Stock.(7)
    
    Represents 16,676 shares held by Mr. Corbin and 52,500
    unvested shares of Emdeon Restricted Stock.(8)
    
    Represents 100,000 unvested shares of Emdeon Restricted Stock.(9)
    
    Represents 12,168 shares held by Mr. Gattinella, 236
    PIP Shares and 12,500 unvested shares of Emdeon Restricted Stock.(10)
    
    Represents 787,800 shares held by Mr. Manning and
    71,247 shares held by Synetic Foundation, Inc.
    (d/b/a Emdeon Charitable Fund), a charitable foundation of which
    Messrs. Manning and Wygod are trustees and share voting and
    dispositive power.(11)
    
    Represents 111,733 shares held by Mr. Mele,
    1,622 shares allocated to Mr. Meles account
    under a 401(k) Plan, 236 PIP Shares, 12,500 unvested shares of
    Emdeon Restricted Stock and 16,984 shares held by the Rose
    Foundation, a private charitable foundation of which
    Messrs. Mele and Wygod are trustees and share voting and
    dispositive power.(12)
    
    Represents 437,662 shares held by Mr. Sarkowsky and
    95,832 shares held by Sarkowsky Family L.P.(13)
    
    Represents 8,504,966 shares held by Mr. Wygod, 236 PIP
    Shares, 150,000 shares of unvested Emdeon Restricted Stock,
    7,600 shares held by Mr. Wygods spouse,
    161,332 shares held by SYNC, Inc., which is controlled by
    Mr. Wygod, 16,984 shares held by Synetic Foundation,
    Inc. (d/b/a Emdeon Charitable Fund), a charitable foundation of
    which Messrs. Wygod and Manning are trustees and share
    voting and 25




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| |  |                                                                                                                                                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | dispositive power, and 71,247 shares held by the Rose
    Foundation, a private charitable foundation of which
    Messrs. Wygod and Mele are trustees and share voting and
    dispositive power.





Equity
    Compensation Plan Information








|                                                                  |  |                               |            |  |                   |   |       |                              |  |  |            |       
|----------------------------------------------------------------- |  | ----------------------------- | ---------- |  | ----------------- | - | ----- | ---------------------------- |  |  | ---------- | ------
|                                                                  |  |                               |            |  |                   |   |       | (c)                          | 
|                                                                  |  |                               |            |  | (b)               |   |       | Number of securities         | 
|                                                                  |  | (a)                           |            |  | Weighted-average  |   |       | remaining available for      | 
|                                                                  |  | Number of securities to be    |            |  | exercise price of |   |       | future issuance under equity | 
|                                                                  |  | issued upon exercise of       |            |  | outstanding       |   |       | compensation plans           | 
|                                                                  |  | outstanding options, warrants |            |  | options, warrants |   |       | (excluding securities        | 
|Plan category(1)                                                  |  | and rights                    |            |  | and rights        |   |       | reflected in column
    (a)) | 
|                                                                 
|Equity compensation plans approved
    by security holders        |  |                               | 37,075,526 |  |                   | $ | 10.95 |                              |  |  | 15,166,301 | (2)   
|Equity compensation plans not
    approved by security holders(3) |  |                               | 15,685,138 |  |                   | $ | 9.52  |                              |  |  | 2,350,357  | (4)   
|                                                                  |  |                               |            |  |                   |   |       |                              |  |  |            |       
|Total                                                             |  |                               | 52,760,664 |  |                   | $ | 10.54 |                              |  |  | 17,516,658 | (2)(4)
|                                                                  |  |                               |            |  |                   |   |       |                              |  |  |            |       









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | This table does not include (a) outstanding options to
    acquire 40,973,433 shares of Emdeon Common Stock at a
    weighted-average exercise price of $16.10 per share that
    were assumed by Emdeon in mergers or acquisitions or
    (b) outstanding warrants to acquire 9,035 shares of
    Emdeon Common Stock at a weighted-average exercise price of
    $3.84 per share that were assumed by Emdeon in mergers or
    acquisitions. We cannot grant additional awards under these
    assumed plans. For additional information regarding the assumed
    options, see Note 15 to the Consolidated Financial
    Statements in this Annual Report. In addition, this table does
    not include equity plans of WebMD Health Corp. providing for
    options to purchase shares of WHC Class A Common Stock and
    shares of WHC Restricted Stock. For information regarding those
    equity compensation plans, see Note 15 to the Consolidated
    Financial Statements in this Annual Report.                                                                                              
|   
|(2) |  | Includes 6,218,561 shares of common stock reserved for
    issuance under our 1998 Employee Stock Purchase Plan. For
    additional information regarding the Employee Stock Purchase
    Plan, see Note 15 to the Consolidated Financial Statements
    in this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) |  | The plans included in this category did not require approval of
    our stockholders under applicable law and NASDAQ rules at the
    time the plans were adopted. In accordance with the rules and
    regulations of the SEC, equity compensation plans
    includes warrants issued to third parties. Accordingly, this
    category includes warrants to acquire 5,551,002 shares of
    Emdeon Common Stock at a weighted-average exercise price of
    $13.04 per share. None of these warrants are held by Emdeon
    employees. We cannot grant additional awards under the relevant
    agreements pursuant to which those warrants were issued. The
    warrants were issued in a variety of transactions, including
    transactions with strategic partners, suppliers and service
    providers. For additional information regarding these warrants,
    see Notes 4 and 14 to the Consolidated Financial Statements
    in this Annual Report. See Description of Plans Not
    Approved by Stockholders for descriptions of the other
    equity compensation plans in this category.
|   
|(4) |  | Includes 770,721 shares of Emdeon Common Stock available
    for grant of restricted stock awards under our 2002 Restricted
    Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



Description
    of Plans Not Approved by Stockholders




2001 Stock Plan.


26



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##### Table of Contents



2002 Restricted Stock Plan.
  Envoy Stock Plan.
  Option Agreement with Wayne Gattinella.
  ABF Stock Plan.
 27




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##### Table of Contents



Dakota Imaging Stock Plan.
  VIPS Stock Plan.
 28




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  Transactions
    with WHC
  Form 10-K
  Services
    Agreement
    Registration
    Rights Agreement
    Tax
    Sharing Agreement
   29




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##### Table of Contents



Indemnity
    Agreement
    
    the operations of WHCs business;
    any material untrue statements or omissions in the Prospectus
    included in the IPO Registration Statement, other than material
    untrue statements or omissions contained in or pertaining to
    information relating solely to Emdeon; and
    guarantees or undertakings made by Emdeon to third parties in
    respect of WHCs liabilities or obligations or those of
    WHCs subsidiaries.    
    the operations of the Emdeons business;
    any material untrue statements or omissions in the Prospectus
    included in the IPO Registration Statement, other than material
    untrue statements or omissions contained in or pertaining to
    information relating solely to WHC; and
    certain pre-existing legal proceedings.   30




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##### Table of Contents



Intellectual
    Property License Agreement
    Private
    Portals License
    Little
    Blue Book License
  The Little Blue Book 30-day
  Product
    Development, Marketing and Related Arrangements
    
    online tools and applications that are displayed to physicians
    and consumers that provide quality ratings of
    providers and that analyze patient care (we refer to these types
    of applications as External Clinical Quality
    Applications); and
    online tools and applications that are displayed to end-user
    consumers, plan members
    and/or
    patients to assist in (a) communicating with, or viewing
    information from, providers or payers, (b) making informed
    benefit, provider
    and/or
    treatment choices, through access to content, personal health
    records, plan comparison tools, benefit comparison tools, cost
    treatment indicators, calculators, etc. or (c) managing and
    utilizing consumer-directed health plans and the related health
    savings accounts and other consumer directed financial accounts
    (we refer to all of these types of applications as
    Consumer-Directed Applications).      
    Under CDHPs, consumers are required to assume greater
    responsibility for the financial impact of their personal
    healthcare decisions. Accordingly, consumers in CDHPs require
    tools that can assist them in making more informed decisions. In
    providing services that help meet those needs, WHC will have 31




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##### Table of Contents




    The agreements are expected to lead to new capabilities for data
    sharing that will enable WHC and Emdeon to develop new services
    that facilitate appropriate payment to providers for their
    services, and inform patients of their financial responsibility
    for a specific procedure or treatment.
    Emdeons agreement to market the WHC CDHP/HSA offering to
    Emdeons health plan customers is expected to help
    accelerate WHCs market penetration of these new services.  Business Services Agreement.
  
    External Clinical Quality Applications.  Emdeon
    will provide a perpetual license to WHC of Emdeons
    External Clinical Quality Applications. In addition, WHC will be
    permitted to develop, market and sell its own or other third
    party External Clinical Quality Applications. During the term of
    this Agreement, Emdeon will not provide External Clinical
    Quality Applications as stand-alone products other than through
    WHC Health; provided, however, that Emdeon will be permitted to
    offer External Clinical Quality Applications to its potential or
    current payer customers in connection with the integration of
    External Clinical Quality Applications with other Emdeon core
    services. During the term of this agreement, WHC will pay Emdeon
    a 20% royalty on net sales of Emdeons External Clinical
    Quality Applications (or, in particular instances, such other
    mutually agreed on royalty). In addition, if WHC requires
    customization or incremental development of an Emdeon External
    Clinical Quality Application in connection with a potential
    sale, and/or
    if WHC needs assistance in resolving a performance issue
    regarding an Emdeon External Clinical Quality Application,
    Emdeon will charge WHC customary rates for such assistance. The
    pricing pursuant to which WHC will make the Emdeon External
    Clinical Quality Applications available to an Emdeon customer
    will be competitive with the pricing it provides to other
    similar customers purchasing substantially the same products at
    the same volume or commitment levels. The provisions of the
    agreement do not apply to Emdeons electronic health record
    applications, products that provide for sending and receiving of
    prescriptions and lab results and other similar applications
    provided by Emdeon and reasonable extensions of such products.
    Upon termination of the agreement, Emdeon has agreed to provide
    WHC with a copy of the underlying source code and documentation
    for the External Clinical Quality Applications so that WHC may
    continue to use the perpetual license to such products.
    Internal Clinical Quality Applications.  Emdeon
    may make available to WHC customers Emdeons Internal
    Clinical Quality Services for integration with WHCs
    products and services. The pricing pursuant to which Emdeon will
    make Emdeons Internal Clinical Quality Services available
    to WHC customers will be competitive with the pricing it
    provides to other similar customers purchasing substantially the
    same products at the same volume/commitment levels. WHC may also
    develop and sell its own Internal Clinical Quality Services or
    license and work with third parties for such services. Emdeon
    will pay WHC a 10% sales commission on net sales of
    Emdeons Internal Clinical Quality Services by WHC.
    Consumer-Directed Applications.  Emdeon has, in
    general, agreed that WHC will manage the product development and
    marketing of Consumer-Directed Applications and that, except as
    described below, Emdeon will not make such applications
    available itself or through a third party, other than in
    conjunction with WHC.  
    If Emdeon identifies a need for a Consumer-Directed Application
    in order to support a business requirement related to the
    marketing of its core services, Emdeon will first present WHC
    with the opportunity to meet Emdeons requirement. If WHC
    elects not to pursue this opportunity or if, after electing to
    do so, fails to meet the applicable delivery schedule, Emdeon
    may pursue that opportunity through a third party or on its own,
    on substantially the same terms. For each Consumer-Directed
    Application provided to Emdeon, WHC is paid the greater of:
    (a) WHCs cost plus 50%; or (ii) WHCs
    established market price for such product (which price will be
    competitive 32




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with the pricing WHC provides to other similar customers
    purchasing substantially the same products at the same
    volume/commitment levels). In addition, if Emdeon sells the
    Consumer-Directed Application to a third party, Emdeon will pay
    WHC a 10% royalty on net sales of the application.  
    In addition, WHC and Emdeon have agreed to work together to
    develop a potential Consumer Directed Application that may
    provide information regarding the potential cost of care or
    financial responsibility for individual medical
    and/or drug
    claims. Emdeon has agreed that any such product developed that
    provides a patient or plan member view as to the portion of the
    cost of care for which the patient or plan member is responsible
    shall be provided through WHC, and during the term of this
    agreement, Emdeon will not make such product available itself or
    through a third party other than in conjunction with WHC. If
    Emdeon and WHC develop such product, they have agreed to
    negotiate an equitable allocation between the parties of the
    sales price for such product.
    The provisions of the agreement relating to Consumer-Directed
    Applications do not apply to the following Emdeon products and
    services: (a) paper and electronic invoices, statements,
    checks and explanation of benefits forms (EOBs), along with
    reasonable extensions of these products and services;
    (b) currently contemplated patient-facing applications
    linked to the practice management systems and electronic medical
    records systems of Emdeon Practice Services; (c) services
    provided by VIPS under contracts with the United States
    government
    and/or state
    governments; and (d) distribution (in addition to through
    WHC), through portals that are not competitive with the WHC
    Health consumer portal, of online consumer access for healthcare
    payment and billing services referred to above in
    clause (a).  Marketing Agreement.
  
    Emdeons Business Services segment will market to its payer
    customers, for integration into their CDHP offerings, WHCs
    online decision-support tools that support CDHPs and HSAs,
    including retirement health care and HSA planners, cost
    estimator and expense alerts (we refer to these tools,
    collectively, as HSA Tools). During the term of the agreement,
    Emdeon has agreed not to market other services that are similar
    to the HSA Tools.
    Emdeon will receive a commission of 10% of the net sales of HSA
    Tools made through Emdeon.  Joint Development Agreement.
  
    Emdeon and WHC have agreed to attempt to integrate WHCs
    personal health record with the clinical products, including the
    electronic medical record, of Emdeons Practice Services
    segment to allow import of data from one to the other, subject
    to applicable law and privacy and security requirements.
    To the extent that Emdeon desires to integrate its electronic
    health record product with a personal health record, it has
    agreed to do so through WHC.  Other
    Business Arrangements with WHC
    Other
    Related Party Transactions
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Item 14.
    Principal
    Accountant Fees and Services    Type of Fees

2005


2004Audit Fees

$
4,870,853


$
3,262,600Audit-Related Fees


93,600



323,970Tax Fees


76,512



27,680All Other Fees


1,750



1,750Total Fees

$
5,042,715


$
3,616,000     
    audit fees include: (a) fees billed for
    professional services (i) for the audit of the consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for that fiscal year, (ii) for review of the consolidated
    financial statements included in our Quarterly Reports on
    Form 10-Q
    filed for that fiscal year; (b) fees billed for the audit
    of internal control over financial reporting and
    managements assessment of internal control over financial
    reporting; (c) fees billed for services that are normally
    provided by the principal accountant in connection with
    statutory and regulatory filings or engagements; and
    (d) for 2005, included fees billed for a standalone audit
    of WHC;
    audit-related fees are fees billed in the year for
    assurance and related services that are reasonably related to
    the performance of the audit or review of our financial
    statements, and consisted of fees related to audits of our
    employee benefit plans and, for 2004, fees for acquisition due
    diligence assistance;
    tax fees are fees billed in the year, if any, for
    professional services for tax compliance, tax advice, and tax
    planning and consisted of fees for tax consulting related to net
    operating loss analysis and for compliance assistance; and
    all other fees are fees billed in the year, if any,
    for any products and services not included in the first three
    categories and consisted of a subscription to Ernst &
    Young Online, a research tool.    case-by-case
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SIGNATURES
    Emdeon
    Corporation
  By:
    /s/  Andrew C. Corbin   Executive Vice President and
 Chief Financial Officer
 36