##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2006oro

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

07407-1361Elmwood Park, New
    Jersey

(Zip code)(Address of principal executive
    office)   (201) 703-3400 (Registrants telephone
    number including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value
    $0.0001 per share

The Nasdaq Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  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, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFO    Table of Contents  
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    and Executive Officers
    Directors
  Name

Age

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


50


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


61


DirectorKevin M. Cameron(1)


40


Director; Chief Executive OfficerNeil F. Dimick(4)(5)


57


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


60


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


81


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


68


DirectorMartin J. Wygod(1)


67


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


40


Chief Executive OfficerMark D. Funston


47


Executive Vice President and Chief
    Financial OfficerWayne T. Gattinella


55


CEO and President of our WebMD
    segmentArthur Lehrer


57


CEO and President of our ViPS
    segmentCharles A. Mele


50


Executive Vice President, General
    Counsel and SecretaryWilliam G. Midgette


51


CEO of our Porex segmentMartin J. Wygod


67


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




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Paul A. Brooke
  Kevin M. Cameron
  Neil F. Dimick
  Mark D. Funston
  Wayne T. Gattinella
  Arthur Lehrer
 2




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James V. Manning
  Charles A. Mele
  William G. Midgette
  Herman Sarkowsky
  Joseph E. Smith
  Martin J. Wygod
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance
  Board of Directors.
 3




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Communications with Our Directors. 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.  Committees of the Board of
    Directors.
  Executive Committee.
  Audit Committee.
 4




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
    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.  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 the terms
    of any employment agreements with them;
    determination of compensation levels for non-employee
    directors; and
    review of and making recommendations regarding other matters
    relating to our compensation practices.   5




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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;
    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 to have financial
    sophistication under applicable SEC rules and the listing
    standards of The NASDAQ Global Select Market;
    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; 6




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
    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.
  
    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 in Note 14 to the Consolidated Financial
    Statements included in this Annual Report;
    Messrs. Dimick, Manning and Wygod were members during 2005
    and part of 2006 of a special committee of the Board that
    provided oversight with respect to information technology
    matters relating to Emdeon Business Services; 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.  Non-Employee
    Director Compensation
  Introduction.
   7




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##### Table of Contents



2006 Director Compensation
    Table.
  (a)

(b)

(c)

(d)Fees Earned orPaid in Cash

Option Awards

TotalName

($)

($)(1)(2)

($)Mark J. Adler, M.D.(3)


95,000



67,939



162,939Paul A. Brooke


107,500



67,939



175,439Neil F. Dimick(3)


62,500



70,459



132,959James V. Manning(3)


117,500



67,939



185,439Herman Sarkowsky


97,500



67,939



165,439Joseph E. Smith


107,500



67,939



175,439     (1)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by Emdeon in 2006 for stock option awards for income statement
    reporting purposes under Statement of Financial Accounting
    Standards (SFAS) No. 123R, Share-based
    Payments (disregarding any estimate of forfeitures related
    to service-based vesting conditions). See Note 4
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect our accounting expense for these stock option
    awards, not amounts realized by our Non-Employee Directors. The
    actual amounts, if any, ultimately realized by our Non-Employee
    Directors from Emdeon equity compensation will depend on the
    price of our Common Stock at the time they exercise vested stock
    options.(2)
    
    Under Emdeons Amended and
    Restated 2000 Long-Term Incentive Plan (which we refer to as the
    2000 Plan), Non-Employee Directors of Emdeon automatically
    receive an award of 20,000 options to purchase Emdeon Common
    Stock on each January 1, with an exercise price equal to
    the closing price on the last trading date of the prior year.
    The grants made on January 1, 2006 each had an exercise
    price of $8.46 per share and each had a total grant date
    fair value equal to $64,046, based on the methodology and
    assumptions referred to in Footnote 1 above. The following
    lists the total number shares of Emdeon Common Stock subject to
    outstanding unexercised option awards held by each of our
    Non-Employee Directors as of December 31, 2006 and the
    weighted average exercise price of those options:  Number of Shares Subject

Weighted AverageName

to Outstanding Options

Exercise PriceMark J. Adler, M.D.


216,000


$
9.96Paul A. Brooke


190,000


$
7.56Neil F. Dimick


37,916


$
8.46James V. Manning


228,000


$
8.58Herman Sarkowsky


415,000


$
10.36Joseph E. Smith


146,000


$
11.49     (3)
    
    These three Non-Employee Directors
    of Emdeon are also non-employee directors of WHC, for which they
    received compensation from WHC. For information regarding the
    compensation they received from WHC, see below under
    Compensation for Service on WHC Board.  Cash
    Compensation
  Overview.
  
    an annual retainer for service on the Board;
    annual fees for service on standing Committees of the Board;
    annual fees, if any, for serving as Chairperson of standing
    Committees of the Board; and 8




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
    quarterly fees for service on other Committees of the Board.  out-of-pocket
  Board Service.
  Service on Standing Committees.
  Type of Service

Annual FeeMembership on Audit Committee
    (Messrs. Brooke, Manning and Smith)

$
15,000Membership on Compensation
    Committee (Dr. Adler and Messrs. Sarkowsky and
    Smith)or Nominating Committee (Messrs. Brooke,
    Dimick and Sarkowsky)

$
5,000Membership on
    Governance & Compliance Committee (Dr. Adler
    and Messrs. Dimick and Manning)or Related Parties
    Committee (Messrs. Brooke, Sarkowsky and Smith)

$
10,000Chairperson of Compensation
    Committee (Dr. Adler)or Nominating Committee
    (Mr. Dimick)

$
2,500Chairperson of Audit Committee
    (Mr. Manning)or Governance & Compliance
    Committee (Mr. Dimick)

$
10,000     Service on Other Committees.
  
    Messrs. Brooke, Manning, Sarkowsky and Smith and
    Dr. Adler were each paid $47,500 for their service in 2006
    as 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 in
    Note 14 to the Consolidated Financial Statements included
    in this Annual Report. Members of this special committee will
    continue to receive compensation for their service on the
    committee. The current quarterly payment is $7,500 per
    member.
    Messrs. Dimick and Manning were each paid $5,000 for their
    service in the first quarter of 2006 on a special committee of
    the Board that provided oversight with respect to information
    technology matters relating to Emdeon Business Services.  Option
    Grants
  Annual Stock Option Grants. 1 4
 9




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Discretionary Grants.
  Compensation for Service on WHC
    Board.
      (b)

(c)

(d)(a)

Stock Awards

Option Awards

TotalName

($)(1)

($)(2)(3)

($)Mark J. Adler, M.D.


66,737



103,057



169,794Neil F. Dimick


91,737



103,057



194,794James V. Manning


84,237



103,057



187,294     (1)
    
    Shares of WHC Class A Common
    Stock were issued by WHC on September 28, 2006 (the first
    anniversary of WHCs initial public offering) in payment
    for annual fees for service on the WHC Board and its standing
    committees. These shares are not subject to vesting requirements
    or forfeiture. The amounts (expressed in dollars) of the fees
    are the same as those applicable to the Emdeon Board and its
    standing Committees, as described above. For each individual
    listed in Column (a) of this table, the number of shares to
    be issued was determined by dividing the aggregate dollar amount
    of the fees by $34.45, the closing price of WHC Class A
    Common Stock on the NASDAQ Global Select Market on
    September 28, 2006. Dr. Adler received
    1,378 shares of WHC Class A Common Stock;
    Mr. Dimick received 2,104 shares; and Mr. Manning
    received 1,886 shares. In addition, this column includes
    $19,237 for each individual, which reflects the aggregate dollar
    amounts recognized by WHC in 2006, for income statement
    reporting purposes under SFAS No. 123R (based on the
    methodology and assumptions referred to in Footnote 2
    below), for grants of WHC Restricted Stock made to these
    directors at the time of WHCs initial public offering.(2)
    
    The amounts reported in Column
    (c) above reflect the aggregate dollar amounts recognized
    by WHC in 2006 for stock option awards for income statement
    reporting purposes under SFAS No. 123R (disregarding
    any estimate of forfeitures related to service-based vesting
    conditions). See WHC Plans in Note 4
    (Stock-Based Compensation) to the Consolidated Financial
    Statements included in this Annual Report for an explanation of
    the methodology and assumptions used in determining the fair
    value of stock option awards granted. The amounts reported in
    Column (c) reflect WHCs accounting expense for these stock
    option awards, not amounts realized 10




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by the individuals listed in the
    table. The actual amounts, if any, ultimately realized by these
    individuals from WHC equity compensation will depend on the
    price of WHC Class A Common Stock at the time they exercise
    vested stock options or at the time of vesting of WHC Restricted
    Stock.(3)
    
    Under WHCs 2005 Long-Term
    Incentive Plan (which we refer to as the WHC 2005 Plan),
    Non-Employee Directors of WHC automatically receive an award of
    13,200 options to purchase WHC Class A Common Stock on each
    January 1, with an exercise price equal to the closing
    price on the last trading date of the prior year. The grants
    made on January 1, 2006 each had an exercise price of
    $29.05 per share and each had a total grant date fair value
    equal to $182,248, based on the methodology and assumptions
    referred to in Footnote 2 above. The Compensation Committee
    of the WHC Board has discretion to make other grants of options
    to purchase WHC Class A Common Stock to WHCs
    non-employee directors, but did not do so in 2006. The following
    lists the total number shares of WHC Class A Common Stock
    subject to outstanding unexercised option awards held by the
    listed individuals as of December 31, 2006 and the weighted
    average exercise price of those options:  Number of Shares Subject

Weighted AverageName

to Outstanding WHC Options

Exercise PriceMark J. Adler, M.D.


26,400


$
23.28Neil F. Dimick


26,400


$
23.28James V. Manning


26,400


$
23.28   In addition, as of
    December 31, 2006, each of the listed individuals held
    3,300 shares of unvested WHC Restricted Stock that were
    granted at the time of WHCs initial public offering. 11




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Item 11.
    Executive
    Compensation  Overview
    
    2006 Report of the Compensation
    Committee.  This section contains a report of the
    Compensation Committee of our Board of Directors regarding the
    Compensation Discussion and Analysis section
    described below. The material in the 2006 Report of the
    Compensation Committee shall not be deemed incorporated by
    reference by any general statement incorporating by reference
    this Annual Report into any filing under the Securities Act of
    1933 or the Securities Exchange Act of 1934, except to the
    extent that Emdeon specifically incorporates this information by
    reference, and shall not otherwise be deemed filed under such
    Acts.
    Compensation Committee Interlocks and Insider
    Participation.  This section contains information
    regarding certain types of relationships involving our
    Compensation Committee members.
    Compensation Discussion and Analysis.  This
    section contains a description of the specific types of
    compensation we pay, a discussion of our compensation policies,
    information regarding how those policies were applied to the
    compensation of our Named Executive Officers for 2006 and other
    information that we believe may be useful to investors regarding
    compensation of our Named Executive Officers and other employees.
    Executive Compensation Tables.  This section
    provides information, in tabular formats specified in applicable
    SEC rules, regarding the amounts or value of various types of
    compensation paid to our Named Executive Officers and related
    information.
    Potential Payments and Other Benefits Upon Termination or
    Change in Control.  This section provides
    information regarding amounts that could become payable to our
    Named Executive Officers following specified events.
    Employment Agreements with Named Executive
    Officers.  This section contains summaries of the
    employment agreements between Emdeon (or our subsidiaries) and
    our Named Executive Officers. We refer to these summaries in
    various other places in this Executive Compensation section.    2006
    Report of the Compensation Committee
   12




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Form 10-K.
  Mark J. Adler, M.D. (Chairperson)
    Herman Sarkowsky
    Joseph E. Smith
  Compensation
    Committee Interlocks and Insider Participation
      Compensation
    Discussion and Analysis
    Overview of Types of Compensation Used by
    Emdeon.
  
    cash salary;
    an annual cash bonus, the amount of which was determined, for
    2006, by the Compensation Committee in its discretion;
    special bonuses to provide recognition for specific
    accomplishments or at the time of a promotion, if determined by
    the Compensation Committee to be appropriate and in amounts
    determined by the Compensation Committee in its discretion;
    grants of non-qualified options to purchase shares of Emdeon
    Common Stock, subject to vesting based on continued employment,
    with an exercise price that is equal to the fair market value of
    Emdeon Common Stock on the grant date (and, in the case of
    certain Named Executive Officers, options to purchase shares of
    WHC Class A Common Stock, with an exercise price that is
    equal to the fair market value of WHC Class A Common Stock
    on the grant date); and
    grants of shares of restricted Emdeon Common Stock (which we
    refer to as Emdeon Restricted Stock), subject to vesting based
    on continued employment and, in the case of Mr. Wygod only,
    shares of restricted WHC Class A Common Stock (which we
    refer to as WHC Restricted Stock), subject to vesting based on
    continued employment.     13




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Discussion of Compensation
    Policies.
  
    Competitive with the market in order to help attract,
    motivate and retain highly qualified managers and
    executives.  We seek to attract and retain talent
    by offering competitive base salaries, annual incentive
    opportunities, and the potential for long-term rewards through
    equity-based awards, such as stock options and restricted stock.
    We have, in the past, granted and may continue to grant
    equity-based awards to a large portion of our employees, not
    just our executives. Those awards have been primarily in the
    form of non-qualified options to purchase Emdeon Common Stock.
    Performance-based to link executive pay to company
    performance over the short term and long term and to facilitate
    shareholder value creation.  It is Emdeons
    practice to provide compensation opportunities in addition to
    base salary that are linked to our companys performance
    and the individuals performance. Achievement of short-term
    goals is rewarded through annual cash bonuses, while achievement
    of long-term objectives is encouraged through nonqualified stock
    option grants and restricted stock awards that are subject to
    vesting over periods generally ranging from three to four years.
    Through annual and long-term incentives, a major portion of the
    total potential compensation of Emdeons executive officers
    (and other members of senior management) is placed at risk in
    order to motivate them to improve the performance of our
    businesses and to increase the value of our company.
    Designed to foster a long-term commitment by
    management.  The Compensation Committee believes
    that there is great value to our company in having a team of
    long-tenured, seasoned executives and managers. Our compensation
    practices are designed to foster a long-term commitment to
    Emdeon by our management team. The vesting schedules
    attributable to equity grants are typically 3 to 4 years
    with, in some cases (particularly for more senior executives),
    scheduled vestings that are smaller in the early vesting periods
    and greater in the later vesting periods.   14




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Key Events Affecting Compensation Decisions in
    2006.
  
    Sale of Emdeon Practice Services Segment.  In
    September 2006, we sold our Emdeon Practice Services (or EPS)
    segment to Sage Software, Inc., an indirect wholly owned
    subsidiary of The Sage Group plc. We received net cash proceeds
    of approximately $532 million, which does not include
    $35 million being held in escrow as security for
    Emdeons indemnification obligations under the Stock
    Purchase Agreement for the EPS Sale.
    Sale of Emdeon Business Services Segment.  In
    November 2006, we sold a 52% interest in our Emdeon Business
    Services (or EBS) segment to an affiliate of General Atlantic
    LLC. We received cash proceeds of approximately
    $1.2 billion and retained a 48% interest in the company
    that now owns EBS. The acquisition of EBS by that company was
    financed with approximately $925 million in bank debt and
    an investment of approximately $320 million by General
    Atlantic. The bank debt is not an obligation of or guaranteed by
    Emdeon or any of Emdeons subsidiaries.
    Tender Offer.  On October 20, 2006, we
    commenced a tender offer to purchase shares of our Common Stock,
    contingent upon the closing of the EBS Sale. On December 4,
    2006, the tender offer was completed and, as a result, we
    repurchased 129,234,164 shares of our Common Stock at a
    price of $12.00 per share for an aggregate price of
    approximately $1.55 billion, using proceeds from the EPS
    Sale and EBS Sale. The shares purchased in the tender offer
    represented approximately 45% of the outstanding shares of our
    Common Stock immediately prior to the tender offer.    Use of
    Specific Types of Compensation in 2006.
  Base Salary.
 15




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Annual Cash Bonuses.
      Named



Amount of

Amount ofExecutive Officer

Title

2006 Annual Bonus

2005 Annual BonusKevin C. Cameron

Chief Executive Officer

$
780,000


$
450,000Mark Funston

Executive Vice President and Chief
    Financial Officer

$
35,000



n/aWayne T. Gattinella

CEO and President, WebMD

$
340,000


$
280,000Charles A. Mele

Executive Vice President, General
    Counsel & Secretary

$
350,000


$
325,000Martin J. Wygod

Chairman of the Board

$
780,000


$
450,000    16




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Special Cash Bonuses.
  Named



Amount ofExecutive Officer

Title

Special BonusKevin C. Cameron

Chief Executive Officer

$
2,750,000Andrew C. Corbin

Former Chief Financial Officer and
    Former Chief Executive Officer, Emdeon Practice Services

$
300,000Charles A. Mele

Executive Vice President, General
    Counsel & Secretary

$
1,000,000Martin J. Wygod

Chairman of the Board

$
2,750,000     Equity Compensation.
   17




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Benefits and Perquisites.
  Deductibility of
    Compensation.
  Executive
    Compensation Tables
    
    Summary Compensation Table, which presents information regarding
    our Named Executive Officers total compensation and the
    types and value of its components; and
    three tables providing additional information regarding our
    equity compensation, entitled: Grants of Plan-Based Awards in
    2006; Outstanding Equity Awards at End of 2006; and Option
    Exercises and Stock Vested in 2006.   18




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Summary
    Compensation Table
  Table.
  (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)Stock

Option

All OtherName and



Salary

Bonus

Awards

Awards

Compensation

TotalPrincipal Position

Year

($)

($)

($)(1)

($)(1)

($)

($)Kevin M. Cameron


2006



660,000



3,530,000



714,830
E


1,682,494
E


17,552
(2)


6,843,998Chief Executive Officer


















239,122
W1,921,616Mark D. Funston


2006



46,875



35,000



22,867
E


24,000
E


526
(3)


129,268Executive VP and Chief Financial
    OfficerWayne T. Gattinella


2006



560,000



340,000



46,977
E


229,800
E


8,313
(4)


2,585,752Chief Executive Officer and,














439,809
W


960,853
WPresident of WebMD Segment














486,786



1,190,653Charles A. Mele


2006



450,000



1,350,000



121,643
E


312,736
E


16,663
(5)


2,442,339Executive VP, General Counsel


















191,297
Wand Secretary


















504,033Martin J. Wygod


2006



975,000



3,530,000



629,691
E


709,598
E


10,847
(6)


7,255,798Chairman of the Board














439,809
W


960,853
W1,069,500



1,670,451Andrew C. Corbin


2006



458,942



675,000



238,692
E


893,181
E


59,723
(7)


2,325,538Former Chief Financial Officer     (1)
    
    The amounts reported in Columns
    (e) and (f) above reflect the aggregate dollar amounts
    recognized by Emdeon in 2006 for stock awards and option awards
    for income statement reporting purposes under
    SFAS No. 123R (disregarding any estimate of
    forfeitures related to service-based vesting conditions). See
    Note 4 (Stock-Based Compensation) to the Consolidated
    Financial Statements included in this Annual Report for an
    explanation of the methodology and assumptions used in
    determining the fair value of stock option awards granted. The
    amounts reported in Columns (e) and (f) reflect our accounting
    expense for these equity awards, not amounts realized by our
    Named Executive Officers. The actual amounts, if any ultimately
    realized by our Named Executive Officers from equity
    compensation will depend on the price of our Common Stock (or
    the price of WebMD Class A Common Stock in the case of WebMD
    equity awards) at the time they exercise vested stock options or
    at the time of vesting of restricted stock. Holders of shares of
    Emdeon Restricted Stock and WHC Restricted Stock have voting
    power and the right to receive dividends, if any that are
    declared on those shares, but their ability to sell those shares
    is subject to vesting requirements based on continued employment.(2)
    
    Consists of: (a) $3,300 in
    company matching contributions under the Emdeon 401(k) Plan;
    (b) $1,712 for company-paid supplemental disability
    insurance; (c) $540 for company-paid group term life
    insurance; and (d) an automobile allowance of $12,000.(3)
    
    Consists of: (a) $433 in
    company matching contributions under the Emdeon 401(k) Plan; and
    (b) $93 for company-paid group term life insurance.(4)
    
    Consists of: (a) $3,085 in
    company matching contributions under the Emdeon 401(k) Plan;
    (b) $3,986 for company-paid supplemental disability
    insurance; and (c) $1,242 for company-paid group term life
    insurance.(5)
    
    Consists of: (a) $3,421 for
    company-paid supplemental disability insurance; (b) $1,242
    for company-paid group term life insurance; and (c) an
    automobile allowance of $12,000.(6)
    
    Consists of: (a) $3,989 for
    company-paid supplemental disability insurance; and $6,858 for
    company-paid group term life insurance.(7)
    
    Consists of: (a) $3,300 in
    company matching contributions under the Emdeon 401(k) Plan;
    (b) $2,921 for company-paid supplemental disability
    insurance; (c) $540 for company-paid group term life
    insurance; (d) an automobile allowance of $11,539;
    (e) $21,546 for reimbursement of non-refundable costs of a
    vacation cancelled at company request; (f) $2,500 for
    reimbursement of attorneys fees in connection with
    amending his employment agreement; and (g) $17,377 for
    reimbursement of amounts required to pay income taxes resulting
    from payment of the amounts described in clauses (e) and
    (f) of this footnote. 19




---



##### Table of Contents



Additional Information.
    Grants of
    Plan-Based Awards in 2006
  Table.
  (a)

(b)

(c)

(d)

(e)

(f)

(g)All Stock



Exercise orAwards:

All Option Awards:

Base Price ofNumber of

Number of Securities

Option

Grant Date Fair Value ofApproval

Grant

Shares of Stock

Underlying Options

Awards

Stock and Option AwardsName

Date

Date

(#)

(#)

($/Sh)

($)Kevin M. Cameron


10/23/06



10/23/06



300,000



900,000



11.86



7,510,080Mark D. Funston


11/09/06



11/13/06



60,000



180,000



11.60



1,426,512Wayne T. Gattinella






















Charles A. Mele


10/23/06



10/23/06



100,000



300,000



11.86



2,503,360Martin J. Wygod


1/27/06



1/27/06



150,000



600,000



8.77



3,307,26010/23/06



10/23/06



300,000



900,000



11.86



7,510,08010,817,340Andrew C. Corbin






















   Additional Information.
 20




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##### Table of Contents



21




---



##### Table of Contents



Outstanding
    Equity Awards at End of 2006
  Table.
  (a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)Option Awards(1)


Stock Awards(2)Number of


Number of

















MarketSecurities


Securities











Number of





Value ofUnderlying


Underlying











Shares of





Shares ofUnexercised


Unexercised


Option








Stock That


Stock


StockOptions


Options


Exercise


Option


Option


Have Not


Award


That Have(#)


(#)


Price


Grant


Expiration


Vested


Grant


Not VestedName

Exercisable


Unexercisable


($)


Date


Date


(#)


Date


($)(3)Kevin M. Cameron


(E
)






900,000
(4)


11.86



10/23/06



10/23/16



300,000
(4)


10/23/06



3,717,000(E
)


532,500



967,500
(5)


6.99



10/01/04



10/01/14



177,375
(5)


10/01/04



2,197,676(E
)


133,333



66,667
(6)


8.59



3/17/04



3/17/14



10,000
(7)


3/17/04



123,900(E
)


87,168







3.43



9/20/01



9/20/11











(E
)


200,000







12.75



8/21/00



8/21/10











(E
)


125,000







11.55



6/05/00



6/05/10











(E
)


325,000







17.55



4/04/00



4/04/10











(E
)


625,000







12.21



4/04/00



4/04/10











(W
)


13,750



41,250
(9)


17.50



9/28/05



9/28/15











Mark D. Funston


(E
)






180,000
(9)


11.60



11/13/06



11/13/16



60,000
(9)


11/13/06



743,400Wayne T. Gattinella


(E
)


166,666



83,334
(6)


8.59



3/17/04



3/17/14



12,500
(7)


3/17/04



154,875(E
)


239,881







4.81



8/20/01



8/20/11











(W
)


55,000



165,000
(9)


17.50



9/28/05



9/28/15



41,250
(9)


9/28/05



1,650,825Charles A. Mele


(E
)






300,000
(4)


11.86



10/23/06



10/23/16



100,000
(4)


10/23/06



1,239,000(E
)


166,666



83,334
(6)


8.59



3/17/04



3/17/14



12,500
(7)


3/17/04



154,875(E
)


110,000







3.43



9/20/01



9/20/11











(E
)


200,000







12.75



8/21/00



8/21/10











(E
)


625,000







11.55



6/05/00



6/05/10











(E
)


97,500







34.23



10/04/99



10/04/09











(E
)


187,500







18.20



10/04/99



10/04/09











(E
)


208,000







13.85



6/15/99



6/15/09(E
)


212,500







14.75



1/07/98



1/07/08(W
)


11,000



33,000
(9)


17.50



9/28/05



9/28/15











Martin J. Wygod


(E
)






900,000
(4)


11.86



10/23/06



10/23/16



300,000
(4)


10/23/06



3,717,000(E
)






600,000
(9)


8.77



1/27/06



1/27/16



150,000
(7)


1/27/06



1,858,500(E
)


3,000,000







12.75



8/21/00



8/21/10











(E
)


585,000







13.85



6/15/99



6/15/09











(E
)


25,000







22.90



7/01/98



7/01/13











(E
)


25,000







15.50



7/01/97



7/01/12











(E
)


25,000







14.80



7/01/96



7/01/11











(E
)


25,000







10.00



7/03/95



7/03/10











(W
)


55,000



165,000
(9)


17.50



9/28/05



9/28/15



41,250
(9)


9/28/05



1,650,825Andrew C. Corbin


(E
)






















9,600
(8)


11/04/05



118,944(E
)






















12,500
(7)


3/17/04



154,875     (1)
    
    Each stock option grant reported in
    the table above was granted under, and is subject to, our 2000
    Plan, our 1996 Plan, WHCs 2005 Plan or another plan or
    agreement that contains substantially the same terms. The option
    expiration date shown in Column (f) above is the normal
    expiration date, and the last date that the options may be
    exercised. For each Named Executive Officer, the unexercisable
    options shown in Column (c) above are also unvested.
    Unvested shares are generally forfeited if the Named Executive
    Officers employment terminates, except to the extent
    otherwise provided in an employment agreement. For information
    regarding the effect on vesting of options on the death,
    disability or termination of employment of a Named Executive
    Officer or a change in control of Emdeon, see Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change in Control below. If a Named Executive
    Officers employment is terminated by Emdeon for cause,
    options (including the vested portion) are generally forfeited.
    The exercisable options shown in Column (b) above, and any
    unexercisable options shown in Column (c) above that
    subsequently become exercisable, will generally expire earlier
    than the normal expiration date if the Named Executive
    Officers employment terminates, except as otherwise 22




---



##### Table of Contents



specifically provided in the Named
    Executive Officers employment agreement. For a description
    of the material terms of the Named Executive Officers
    employment agreements, see Employment Agreements with
    Named Executive Officers below.  (2)
    
    The stock awards held by some of
    our Named Executive Officers are subject to accelerated or
    continued vesting in connection with a change in control of
    Emdeon and upon certain terminations of employment, as described
    in more detail above under Grants of Plan-Based
    Awards and below under Potential Payments and Other
    Benefits Upon Termination of Employment or a Change in
    Control. Except as otherwise indicated in those sections,
    unvested stock awards will generally be forfeited if a Named
    Executive Officers employment terminates.(3)
    
    The market or payout value of stock
    awards reported in Column (i) is computed by multiplying
    the number of shares of stock reported in Column (g) by (A)
    $12.39, the closing market price of our Common Stock on
    December 29, 2006, the last trading day of 2006, for Emdeon
    Restricted Stock, or (B) $40.02, the closing market price of
    WebMD Class A Common Stock on that date, for WebMD Restricted
    Stock.(4)
    
    Vesting schedule is: 27% of the
    grant on first anniversary of the date of the grant, 33% on
    second anniversary and 40% on third anniversary.(5)
    
    Vesting schedule is: 17% of the
    grant on first anniversary of the date of the grant, 18.5% on
    second anniversary, 20% on third anniversary; 21.5% on the
    fourth anniversary; and 23% on the fifth anniversary.(6)
    
    Vesting schedule is: 1/3 of the
    grant on September 17 of each of 2005, 2006 and 2007.(7)
    
    Vesting schedule is: 1/3 of the
    grant on each of first, second and third anniversaries of the
    date of the grant.(8)
    
    Vesting schedule is: 22% of the
    grant on first anniversary of the date of the grant, 24% on
    second anniversary, 26% on third anniversary; and 28% on the
    fourth anniversary.(9)
    
    Vesting schedule is: 25% of the
    grant on each of first, second, third and fourth anniversaries
    of the date of the grant.  Option
    Exercises and Stock Vested in 2006
    (a)

(b)


(c)


(d)


(e)Option Awards


Stock AwardsNumber of Shares


Value Realized


Number of Shares


Value RealizedAcquired on Exercise


on Exercise


Acquired on Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)Kevin M. Cameron


100,000E



822,552E



60,875E



698,746
EMark D. Funston














Wayne T. Gattinella


279,819E



1,942,007E



12,500E



128,750
E13,750W



473,688
W602,438Charles A. Mele


390,000E



3,155,100E



12,500E



128,750
EMartin J. Wygod










13,750W



473,688
WAndrew C. Corbin


692,000E



2,520,852E



21,300E



230,214
E     (1)
    
    The dollar amounts shown in Column
    (c) above for option awards are determined by multiplying
    (i) the number of shares of Emdeon Common Stock to which
    the exercise of the option related, by (ii) the difference
    between (1) the per-share closing price of Emdeon Common
    Stock on the date of exercise (or, for any shares sold on the
    date of exercise, the actual sale price received) and
    (2) the exercise price of the options.(2)
    
    The dollar amounts shown in Column
    (e) above for stock awards are determined by multiplying
    the number of shares that vested by the per-share closing price
    of Emdeon Common Stock or WHC Class A Common Stock on the
    vesting date.  Potential
    Payments and Other Benefits Upon Termination of Employment or a
    Change in Control
  Background and Assumptions.
 23




---



##### Table of Contents



and/or
  2003-68
    Change in Control Benefits.
  
    Mr. Wygods employment agreement includes terms
    providing that if there is a change in control of Emdeon, all of
    his outstanding options and other equity compensation (including
    WHC equity) would become immediately vested and the options
    would remain exercisable for the remainder of the originally
    scheduled term. The employment agreement also contains
    provisions providing that he may resign and receive the
    severance payments, but it requires Mr. Wygod to provide
    consulting services during any period in which he is receiving
    such severance.
    With respect to Messrs. Cameron and Mele, their employment
    agreements include terms providing that:  
    they would be able to resign following a change in control,
    after the completion of a transition period with the successor,
    and receive the same benefits that they would be entitled to
    upon a termination without cause following the change in control
    (as set forth in the tables below and the descriptions of their
    respective employment agreements that follow); and 24




---



##### Table of Contents




    they would receive accelerated vesting of the options to
    purchase shares of WHC Class A Common Stock granted to them
    on September 28, 2005, in the event of a change in control
    of WHC or if WHC is no longer an affiliate of Emdeon since, as a
    result of such a transaction, they would no longer have a direct
    involvement with WHCs business.  
    In the case of Mr. Gattinella, his employment agreement
    provides that, so long as he remains employed for 6 months
    following a change in control of WHC, his options to purchase
    WHC Class A Common Stock would continue to vest until the next
    vesting date following the change in control.    Tables.
  
    In the column entitled Permanent Disability or
    Death, the amounts reflect both provisions in those
    employment agreements and the fact that Emdeons and
    WHCs equity plans generally provide for acceleration of
    vesting of awards in the event of a termination of employment as
    a result of death or disability.
    In the row entitled Health and Welfare Benefits
    Continuation, the amounts are based upon the current
    average cost to Emdeon of these benefits, per employee, and are
    net of amounts that the executives would continue to be
    responsible for, which is generally the portion of the premiums
    they would have paid if they remained employed. We have not made
    any reduction in the amounts in this row to reflect the fact
    that the obligation to continue benefits ceases in the event the
    executive becomes eligible for comparable coverage with a
    subsequent employer. 25




---



##### Table of Contents



Kevin
    M. Cameron, Chief Executive Officer
  Termination ofVoluntary














EmploymentTermination














without Cause orVoluntary


in Connection











Involuntary


for Good ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following aExecutive Benefits and

for Good


Change in


Voluntary


Disability


Termination


without


Change inPayments

Reason


Control(1)


Termination


or Death


for Cause


Cause


ControlCash Severance


1,770,000
(2)


3,780,000



450,000
(3)


2,430,000



-0-



1,770,000
(2)


3,780,000Stock Options


4,053,000



6,884,000



-0-



6,884,000



-0-



4,053,000



6,884,000Restricted Stock


2,541,000



6,039,000



-0-



6,039,000



-0-



2,541,000



6,039,000Health and Welfare Benefits
    Continuation


20,000



30,000



-0-



30,000



-0-



20,000



30,000280G Tax
    Gross-Up(4)


-0-



5,605,000



-0-



-0-



-0-



-0-



5,605,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


8,384,000



22,338,000



450,000



15,383,000



-0-



8,384,000



22,338,000     (1)
    
    Mr. Cameron may resign from
    his employment upon 30 days notice after 11 months
    following a Change in Control of Emdeon and receive the benefits
    as if he was terminated without Cause or for Good Reason
    following a Change in Control (3 years of salary and bonus, plus
    the bonus for the year of termination). He may not unilaterally
    resign without Good Reason prior to such date and receive these
    benefits. However, for purposes of calculating the amounts
    included in the column for Voluntary Termination in
    Connection with Change in Control we treat such
    resignation as occurring on December 31, 2006 and assume
    that the requirement for the transition period has been met.(2)
    
    Represents 2 years of salary
    and an annual bonus for 2006 (based on what was actually paid
    for 2005).(3)
    
    Mr. Cameron is entitled to receive
    his bonus (if any) so long as he remains employed through
    December 31 of the applicable year.  Solely for purposes of
    preparing this table, we have assumed that the amount of such
    bonus is the actual amount paid to him for 2005.(4)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2006 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary continuation or the 2006
    bonus amount as a parachute payment for purposes of
    Section 280G. Such assumption may change at the time of an
    actual change in control.  Mark
    D. Funston, Executive VP and Chief Financial
    Officer
  Voluntary














Termination ofTermination














EmploymentVoluntary


in Connection











Involuntary


without CauseTermination


with a


Other


Permanent


Involuntary


Termination


Following aExecutive Benefits and

for Good


Change in


Voluntary


Disability


Termination


without


Change inPayments

Reason


Control


Termination


or Death


for Cause


Cause


ControlCash Severance


-0-



-0-



-0-



375,000



-0-



375,000



750,000Stock Options


-0-



-0-



-0-



142,000



-0-



36,000



36,000Restricted Stock


-0-



-0-



-0-



743,000



-0-



186,000



186,000Health and Welfare Benefits
    Continuation(3)


-0-



-0-



-0-



10,000



-0-



10,000



15,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


-0-



-0-



-0-



1,270,000



-0-



607,000



987,000  26




---



##### Table of Contents



Wayne
    T. Gattinella, Chief Executive Officer and President of WebMD
    Segment
  Termination ofVoluntary









EmploymentTermination









without Cause orVoluntary

in Connection







Involuntary

for Good ReasonTermination

with a

Other

Permanent

Involuntary

Termination

Following aExecutive Benefits and

for Good

Change in

Voluntary

Disability

Termination

without

Change inPayments

Reason

Control(1)

Termination

or Death

for Cause

Cause

ControlCash
    Severance(2)


840,000



-0-



-0-



-0-



-0-



840,000



840,000Stock Options


1,239,000



1,239,000



-0-



4,032,000



-0-



1,239,000



1,239,000Restricted Stock


-0-



-0-



-0-



1,806,000



-0-



-0-



-0-Health and Welfare Benefits
    Continuation


10,000



-0-



-0-



-0-



-0-



10,000



10,000280G Tax
    Gross-Up


-0-



-0-



-0-



-0-



-0-



-0-



-0-Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


2,089,000



1,239,000



-0-



5,838,000



-0-



2,089,000



2,089,000     (1)
    
    As described above under
     Change in Control Benefits, in the event
    of a Change in Control of WHC, the unvested portion of the
    options granted to Mr. Gattinella at the time of WHCs
    initial public offering would continue to vest until the next
    vesting date following the Change in Control, so long as he
    remains employed for 6 months following the Change in
    Control. For purposes of calculating the amounts included in the
    column entitled Voluntary Termination in Connection with
    Change in Control we treat such resignation as occurring
    on December 31, 2006 and assume that requirement for the
    6 month transition period has been met.(2)
    
    Represents one year of salary and
    an annual bonus for 2006. We have assumed, solely for purposes
    of preparing this table, that the amount of the annual bonus
    used for calculating the amounts in this line of the table, is
    $280,000, the amount of Mr. Gattinellas bonus for
    2005.  Charles
    A. Mele, Executive VP, General Counsel and
    Secretary
  Termination ofVoluntary














EmploymentTermination














without Cause orVoluntary


in Connection











Involuntary


for Good ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following aExecutive Benefits and

for Good


Change in


Voluntary


Disability


Termination


without


Change inPayments

Reason


Control(1)


Termination


or Death


for Cause


Cause


ControlCash Severance


2,650,000
(2)


3,490,000



-0-



2,650,000



-0-



2,650,000
(2)


3,490,000Stock Options


607,000



1,219,000



-0-



1,219,000



-0-



607,000



1,219,000Restricted Stock


489,000



1,394,000



-0-



1,394,000



-0-



489,000



1,394,000Health and Welfare Benefits
    Continuation


30,000



41,000



-0-



30,000



-0-



30,000



41,000280G Tax
    Gross-Up(3)


-0-



2,004,000



-0-



-0-



-0-



-0-



2,004,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


3,776,000



8,148,000



-0-



5,293,000



-0-



3,776,000



8,148,000     (1)
    
    Mr. Mele may resign from his
    employment after 6 months following a Change in Control of
    Emdeon and receive the same benefits as if he was terminated
    without Cause or for Good Reason following a Change in Control
    (salary and bonus through February 1, 2011). He may not
    unilaterally resign without Good Reason prior to such date and
    receive these benefits. However, for purposes of calculating the
    amounts included in the column for Voluntary Termination
    in Connection with a Change in Control we treat such
    resignation as occurring on December 31, 2006 and assume
    that the 6 month transition period requirement has been met.(2)
    
    Represents 3 years of salary
    and 3 years of annual bonuses (based on what was actually
    paid for 2005), plus an annual bonus for 2006 (based on what was
    actually paid for 2005).(3)
    
    We have assumed, solely for
    purposes of preparing this table, that 50% of the salary
    continuation portion of the severance (for up to 2 years)
    constitutes reasonable compensation for the
    restrictive covenants to which the executive is bound following
    the termination of employment. In addition, the portion of the
    cash severance attributable to his bonus for 2006 is excluded
    from the calculation as reasonable compensation for
    services rendered during such year. Accordingly, we have not
    treated that portion of the salary 27




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continuation or the 2006 bonus
    amount as a parachute payment for purposes of Section 280G.
    Such assumption may change at the time of an actual change in
    control.  Martin
    J. Wygod, Chairman of the Board
  Termination ofVoluntary














EmploymentTermination














without Cause orVoluntary


in Connection











Involuntary


for Good ReasonTermination


with a


Other


Permanent


Involuntary


Termination


Following aExecutive Benefits and

for Good


Change in


Voluntary


Disability


Termination


without


Change inPayments

Reason


Control


Termination


or Death


for Cause


Cause


ControlCash Severance(1)


3,500,000



3,500,000



-0-



3,500,000



-0-



3,500,000



3,500,000Stock Options


6,365,000



6,365,000



-0-



6,365,000



-0-



6,365,000



6,365,000Restricted Stock


7,226,000



7,226,000



-0-



7,226,000



-0-



7,226,000



7,226,000Health and Welfare Benefits
    Continuation


36,000



36,000



-0-



36,000



-0-



36,000



36,000280G Tax
    Gross-Up(2)


-0-



4,147,000



-0-



-0-



-0-



-0-



4,147,000Other


-0-



-0-



-0-



-0-



-0-



-0-



-0-TOTAL


17,127,000



21,274,000



-0-



17,127,000



-0-



17,127,000



21,274,000     (1)
    
    Mr. Wygod is required to
    provide consulting services during the period he is receiving
    severance payments. Please see the description of his employment
    agreement contained below.(2)
    
    We have assumed, solely for
    purposes of preparing this table, that the salary continuation
    portion of the severance is the only portion of the severance
    benefits that constitutes reasonable compensation
    for the consulting services required of Mr. Wygod and the
    restrictive covenants to which the executive is bound following
    the termination of employment. Accordingly, we have not treated
    the salary continuation portion as a parachute payment for
    purposes of Section 280G. Such assumption may change at the
    time of an actual change in control.  Employment
    Agreements with Named Executive Officers
    Kevin
    M. Cameron
    
    The agreement provides for an employment period through
    September 23, 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, 2006, Mr. Cameron received an
    annual bonus of $780,000, an amount that exceeded 100% of his
    base salary and, as described in Compensation Discussion
    and Analysis above, was determined by the Compensation
    Committee in its discretion, based on both his own and our
    companys performance. The agreement provides that, for
    subsequent years, the amount of the annual bonus will be based
    upon performance goals to be approved by the Compensation
    Committee with respect to each such year. In addition, for 2006,
    Mr. Cameron received 28




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a special bonus of $2,750,000 in recognition of his
    contributions to the repositioning of our company during 2006,
    which Mr. Cameron has agreed would not be included as part
    of his historical compensation for purposes of any calculation
    of severance pay under his employment agreement. See
    Compensation Discussion and Analysis  Key
    Events Affecting Compensation Decisions in 2006 and
     Use of Specific Types of Compensation in
    2006 above. For information regarding
    Mr. Camerons equity compensation, see the
    Executive Compensation Tables above.  
    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 the effective date of the agreement,
    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 a
    requirement that he commute, on a regular basis, to
    Emdeons headquarters and such headquarters is outside of
    the New York City metropolitan area.
    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
    determining that such transaction constitutes a change in
    control, taking into consideration all relevant facts,
    (iii) consummation of a reorganization, merger or similar
    transaction as a result of which Emdeons stockholders
    prior to the consummation of the transaction no longer represent
    50% of the voting power and (iv) consummation of a sale of
    all or substantially all of Emdeons assets; and 29




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(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 as a result of
    which WHCs stockholders prior to the consummation of the
    transaction no longer represent 50% of the voting power,
    (iv) consummation of a sale of all or substantially all of
    WHCs assets, and (v) adoption of a plan of liquidation by
    WHC;    
    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 for three years following
    the termination of his employment;  (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
    October 1, 2004 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;  (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; and  (f)
    pursuant to the applicable award agreement, Mr. Cameron
    would vest in the remaining unvested portion of the grants to
    him made on October 23, 2006.    
    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 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. 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 benefits 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. 30




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
    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 severance payments and other post-employment benefits due to
    Mr. Cameron under the employment agreement are subject to
    Mr. Camerons continued compliance with these
    covenants.
    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. Any excess parachute payments and
    related tax
    gross-up
    payments made to Mr. Cameron will not be deductible by
    Emdeon for federal income tax purposes.
    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.  Mark
    D. Funston
    
    The agreement provides for an employment period for five years
    from November 13, 2006 (subject to earlier termination as
    described in the employment agreement).
    Under the agreement, Mr. Funstons annual base salary
    is $375,000 and Mr. Funston is eligible to receive an
    annual bonus of up to 50% of his annual base salary. The amount
    of any bonus is in the discretion of the Compensation Committee
    of the Board of Emdeon. For 2006, Mr. Funston received a
    bonus of $35,000. Mr. Funstons employment by Emdeon
    began in mid-November 2006 and the amount of his bonus was set
    by the Compensation Committee based on that part-year employment
    period. For information regarding Mr. Funstons equity
    compensation, see the Executive Compensation Tables
    above.
    In the event of the termination of Mr. Funstons
    employment by us without cause (as described below),
    he would be entitled to: (i) continuation of his base
    salary, as severance, for one year for each year of completed
    service with a minimum of one year and a maximum of three years
    (provided that if the termination occurs following a Change of
    Control (as defined in the 2000 Plan), the minimum
    severance pay period will be two years); (ii) payment of
    COBRA premiums as if he were an active employee with similar
    coverage during the period he is receiving severance (up to
    18 months), (iii) the restricted stock described above
    will vest and the restrictions thereon will lapse on the date of
    termination for that portion of the award that would have vested
    on the next vesting date following the termination of employment
    or, if such termination occurs after the second anniversary of
    the grant date, the next two vesting dates (to the extent not
    previously vested) and (iv) the option described above will
    continue to vest and remain outstanding through the next vesting
    date following the termination of employment (or, if such
    termination occurs following the second anniversary of the grant
    date, the next two vesting dates (to the extent not previously
    vested). If his employment is terminated as a result of his
    becoming disabled or his death, he (or his estate) will be
    entitled to the payments and benefits as if his employment had
    been terminated by Emdeon without cause.
    If Mr. Funstons employment is terminated by us for
    cause or by him, 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 restricted stock or the stock options following the date of
    termination.
    For purposes of Mr. Funstons employment agreement:
    cause generally includes (i) his bad faith in
    connection with the performance of his duties or his willful
    failure to follow the lawful instructions of the Chief Executive
    Officer, the Board or the Audit Committee, following written
    notice and a 20 day 31




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##### Table of Contents



period of time to remedy such failure; (ii) his engaging in
    any willful misconduct that is, or is reasonably likely to be,
    injurious to Emdeon (or any of its affiliates) or which could
    reasonably be expected to reflect negatively upon Emdeon or
    otherwise impair or impede its operations; (iii) his
    material breach of a policy of Emdeon, which breach is not
    remedied (if susceptible to remedy) following written notice and
    a 20 day period of time to remedy such breach;
    (iv) his material breach of the employment agreement, which
    breach is not remedied (if susceptible to remedy) following
    written notice and a 20 day period of time to remedy such
    breach; or (v) his commission of a felony in respect of a
    dishonest or fraudulent act or other crime of moral turpitude.  
    Provisions were included in the agreement so that severance
    payable, if any, is not characterized as deferred compensation
    under Section 409A of the Internal Revenue Code.
    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 employment has ceased for any reason. The severance
    payments and other post-employment benefits due to
    Mr. Funston under the employment agreement are subject to
    Mr. Funstons continued compliance with these
    covenants.
    The employment agreement is governed by the laws of the State of
    New Jersey.  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 2006, Mr. Gattinella received an annual
    bonus of $340,000, determined by WHCs Compensation
    Committee in its discretion (and ratified by Emdeons
    Compensation Committee), based on both his own and WHCs
    performance. With respect to 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 WHCs 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. For information regarding Mr. Gattinellas
    equity compensation, see the Executive Compensation
    Tables above.
    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 addition, 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 made in
    connection with WHCs initial public offering, 25% of such
    options would continue to vest on 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 32




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##### Table of Contents



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.    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 is in the discretion of the Compensation
    Committee of the Board of Emdeon. For 2006, Mr. Mele
    received an annual bonus of $350,000, determined by the
    Compensation Committee in its discretion, based on both his own
    and our companys performance and a special bonus of
    $1,000,000 in recognition of his contributions to the
    repositioning of our company during 2006, which Mr. Mele
    has agreed would not be included as part of his historical
    compensation for purposes of any calculation of severance pay
    under his employment agreement. See Compensation
    Discussion and Analysis  Key Events Affecting
    Compensation Decisions in 2006 and  Use
    of Specific Types of Compensation in 2006 above. For
    information regarding Mr. Meles equity compensation,
    see the Executive Compensation Tables above.
    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;
    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. If 33




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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. 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;
    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; and
    pursuant to the applicable award agreement, the option to
    purchase Emdeon Common Stock granted to Mr. Mele on
    October 23, 2006 would remain outstanding and continue to
    vest until the next vesting date and the next vesting of the
    Emdeon Restricted Stock grant made on the same date would
    accelerate to the date of termination (provided, however, that
    if his employment is terminated without Cause or Good Reason
    following a Change in Control, then such awards are deemed fully
    vested on 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.
    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) a
    requirement that Mr. Mele 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) a requirement that
    Mr. Mele 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. The severance payments and other post-employment
    benefits due to Mr. Mele under the employment agreement are
    subject to Mr. Meles continued compliance with these
    covenants.
    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. 34




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##### Table of Contents



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. The amount of
    any bonus is in the discretion of the Compensation Committee of
    the Board of Emdeon. For 2006, Mr. Wygod received an annual
    bonus of $780,000, determined by the Compensation Committee in
    its discretion, based on both his own and our companys
    performance, and a special bonus of $2,750,000 in recognition of
    his contributions to the repositioning of our company during
    2006. See Compensation Discussion and Analysis 
    Key Events Affecting Compensation Decisions in 2006 and
     Use of Specific Types of Compensation in
    2006 above. For information regarding
    Mr. Wygods equity compensation, see the
    Executive Compensation Tables above.
    In the event of the 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). The amount of past
    bonuses would not be included in the calculation of the amount
    of Mr. Wygods severance payments. 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.
    The employment agreement provides that in the event there is a
    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 or an affiliate 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. 35




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##### Table of Contents




    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
    consulting fees and other post-employment payments and benefits
    due to Mr. Wygod under the employment agreement are subject
    to Mr. Wygods continued compliance with these
    covenants.
    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.  Andrew
    C. Corbin
      
    The portion of the option to purchase 600,000 shares of
    Emdeon Common Stock granted to Mr. Corbin on his first day
    of employment with Emdeon, at an exercise price of
    $8.13 per share, that would have vested through and
    including October 13, 2007 (the last vesting applicable to
    the grant) was deemed vested and remained exercisable for
    90 days after he ceased to serve as our CFO, the period
    specified in the applicable option agreement. This resulted in
    the vesting, in November 2006, of options to purchase
    150,000 shares that were scheduled to vest on
    October 13, 2007.
    The unvested portion of the option to purchase
    200,000 shares, at an exercise price of $7.84 per
    share, granted to Mr. Corbin on November 4, 2005 that
    would have vested through and including May 1, 2008 if he
    remained in our employ was deemed vested and remained
    exercisable for three months after he ceased to serve as our
    CFO, the period specified in the applicable option agreement.
    The portions of the option that would have vested through and
    including May 1, 2008 are: (a) options to purchase
    44,000 shares scheduled to vest on May 1, 2007 and
    (b) 48,000 shares scheduled to vest on May 1,
    2008. The remaining unvested portion of the option was forfeited. 36




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##### Table of Contents




    That portion of the grants of Emdeon Restricted Stock made to
    Mr. Corbin that would have vested on the next vesting dates
    following the date on which he left Emdeon will be deemed vested
    on such dates so long as Mr. Corbin remains in the employ
    of Sage Healthcare on the applicable vesting dates; provided,
    that if his employment is terminated by Sage Healthcare prior to
    such vesting dates without cause, the vesting will be
    accelerated to the date of termination. In accordance with this
    agreement, (a) Mr. Corbin vested in the last
    installment (12,500 shares) of the grant of
    37,500 shares of restricted stock in March 2004 on
    March 17, 2007 and (b) if he remains in the employ of
    Sage Software through November 4, 2007, he will be entitled
    to vest, on that date, in 9,600 shares of Emdeon Restricted
    Stock granted to him on November 4, 2005. The remaining
    unvested portion of the grant of Emdeon Restricted Stock made to
    Mr. Corbin on November 4, 2005 was forfeited.      Director
    Compensation
   37




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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.(3)


20,752,684







20,752,684



12.1
%82 Devonshire Street 
    Boston, Massachusetts 02109CalPERS/PCG Corporate Partners
    LLC(4)






10,648,297



10,648,297



6.2
%c/o Pacific Corporate Group LLC
    1200 Prospect Street, Suite 200
    La Jolla, California 92037Barclays Global Investors, NA(5)


9,748,255







9,748,255



5.7
%45 Fremont Street
    San Francisco, CA 94105AXA Financial, Inc.(6)


8,679,836







8,679,836



5.1
%1290 Avenue of the Americas 
    New York, NY 10104Mark J. Adler, M.D.


10,600
(7)


192,249



202,849



*Paul A. Brooke


371,667
(8)


166,249



537,916



*Kevin M. Cameron


625,156
(9)


2,028,001



2,653,157



1.5
%Neil F. Dimick






14,165



14,165



*Mark Funston


60,000
(10)






60,000



*Wayne T. Gattinella


21,868



406,547



428,415



*James V. Manning


568,515
(11)


204,249



772,764



*Charles A. Mele


278,446
(12)


1,807,166



2,085,612



1.2
%Herman Sarkowsky


470,996



391,249



862,245



*Joseph E. Smith


29,250



122,249



151,499



*Martin J. Wygod


7,723,736
(13)


3,835,000



11,558,736



6.6
%All executive officers and
    directors as a group (13 persons)


10,037,329



9,393,790



19,431,119



10.8
%     *
    
    Less than 1%.(1)
    
    The amounts set forth in this
    column include 156, 1,855 and 236 shares of Emdeon Common
    Stock held in the respective accounts of each of
    Messrs. Cameron, Mele and Wygod in the Emdeon 401(k) Plan
    (which we refer to in this table as 401(k) Plan Shares), all of
    which are vested in accordance with terms of the Plan. The
    amount set forth in this column for All executive officers
    and directors as a group includes 2,247 401(k) Plan
    Shares, all of which are vested in accordance with the terms of
    the Emdeon 401(k) Plan. Messrs. Cameron, Funston, Mele
    and Wygod are beneficial owners of shares of 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  Executive Compensation
    Tables  Outstanding Equity Awards at End of
    2006 in Item 11 above. 38




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##### Table of Contents



(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
    CalPERS/PCG Corporate Partners (CalPERS/PCG) the
    number of shares that it has the right to acquire upon
    conversion of the 10,000 shares of Emdeon Convertible
    Preferred Stock outstanding as of April 17, 2007, all of
    which are owned by CalPERS/PCG; 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 17, 2007.Accordingly, we have calculated the
    percentages set forth in the column entitled Percent of
    Outstanding based on the number of shares outstanding as
    of April 17, 2007 (which was 170,871,992, including
    unvested shares of Emdeon Restricted Stock) plus, for each other
    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, 2006 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, 2006, sole power to dispose of or to direct
    the disposition of 20,752,684 shares of Emdeon Common Stock
    and sole power to vote or to direct the vote of
    332,506 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
    8,143,200 shares of Emdeon Common Stock as of
    December 31, 2006.(4)
    
    The information shown is as of
    December 31, 2006 and is based upon information disclosed
    by CalPERS/PCG (the record owner of all 10,000 shares of Emdeon
    Preferred Stock) in a Schedule 13G filed with the SEC
    jointly with PCG Corporate Partners Investments LLC
    (PCG) and Pacific Corporate Group Holdings, LLC
    (Pacific Corporate Group). PCG, the manager of
    CalPERS/PCG, is a wholly owned subsidiary of Pacific Corporate
    Group. They reported that, as of December 31, 2006, they
    may be deemed to have shared power to vote or direct the vote
    and to dispose of or direct the disposition of
    10,638,297 shares of our Common Stock. In the
    Schedule 13G, PCG and Pacific Corporate Group expressly
    disclaim their beneficial ownership of the shares owned by
    CalPERS/PCG. Prior to conversion of the Emdeon Preferred Stock,
    CalPERS/PCG has the right to vote the shares of Emdeon Preferred
    Stock that it owns, on an as converted basis,
    together with the holders of Emdeon Common Stock on matters that
    are put to a vote of the holders of our Common Stock.(5)
    
    The information shown is as of
    December 31, 2006 and is based upon information disclosed
    by Barclays Global Investors, NA and certain affiliated
    entities. Such persons reported that members of the filing group
    had, as of December 31, 2006, sole power to dispose of or
    to direct the disposition of 9,748,255 shares of Emdeon
    Common Stock and sole power to vote or to direct the vote of
    7,489,671 shares of Emdeon Common Stock.(6)
    
    The information shown is as of
    December 31, 2006 and is based upon information disclosed
    by AXA Financial, Inc. and certain affiliated entities. Such
    persons reported that members of the filing group had, as of
    December 31, 2006: sole power to dispose of or to direct
    the disposition of 8,679,836 shares of Emdeon Common Stock;
    sole power to vote or to direct the vote of
    4,393,086 shares of Emdeon Common Stock; and shared power
    to vote or direct the vote of 900 shares of Emdeon Common
    Stock.(7)
    
    Represents 10,000 shares held
    by Dr. Adler and 600 shares held by
    Dr. Adlers son.(8)
    
    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.(9)
    
    Represents 147,625 shares held
    by Mr. Cameron, 156 401(k) Plan Shares and 477,375 unvested
    shares of Emdeon Restricted Stock.(10)
    
    Represents 60,000 unvested shares
    of Emdeon Restricted Stock.(11)
    
    Represents 503,018 shares held
    by Mr. Manning (including 12,500 through an IRA),
    3,000 shares held by Mr. Mannings wife through
    an IRA, and 62,497 shares held by the WebMD Health
    Foundation, Inc., a charitable foundation of which
    Messrs. Manning and Wygod are trustees and share voting and
    dispositive power.(12)
    
    Represents 61,591 shares held
    by Mr. Mele, 1,855 401(k) Plan Shares, 100,000 unvested
    shares of Emdeon Restricted Stock and 115,000 shares held
    by the Rose Foundation, a private charitable foundation of which
    Messrs. Mele and Wygod are trustees and share voting and
    dispositive power.(13)
    
    Represents 6,977,071 shares
    held by Mr. Wygod, 236 401(k) Plan Shares,
    400,000 shares of unvested Emdeon Restricted Stock,
    5,000 shares held by Mr. Wygods spouse through
    an IRA, 2,600 shares held in a trust for which
    Mr. Wygods spouce is a trustee, 161,332 shares
    held by SYNC, Inc., which is controlled by Mr. Wygod,
    62,497 shares held by the WebMD Health Foundation, Inc., a
    charitable foundation of which Messrs. Wygod and Manning
    are trustees and share voting and dispositive power, and
    115,000 shares held by the Rose Foundation, a private
    charitable foundation of which Messrs. Wygod and Mele are
    trustees and share voting and dispositive power.   39




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##### Table of Contents



Equity
    Compensation Plan Information
   (a)


(b)


(c)Number of securitiesNumber of securities to be


Weighted-average


remaining available forissued upon exercise of


exercise price of


future issuance under equityoutstanding options,


outstanding


compensation planswarrants


options, warrants


(excluding securitiesPlan category(1)

and rights


and rights


reflected in column (a))Equity compensation plans approved
    by security holders


29,636,082


$
12.07



11,980,825
(2)Equity compensation plans not
    approved by security holders(3)


9,806,576


$
10.80



673,370
(4)Total


39,442,658


$
11.76



12,654,195
(2)(4)     (1)
    
    This table does not include
    (a) outstanding options to acquire 29,608,215 shares of
    Emdeon Common Stock at a weighted-average exercise price of
    $16.81 per share that were assumed by Emdeon in mergers or
    acquisitions or (b) outstanding warrants to acquire
    9,036 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 4 to the
    Consolidated Financial Statements in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. In addition, this
    table does not include equity plans of WHC 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 4 to the Consolidated
    Financial Statements in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(2)
    
    Includes 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 4 to the Consolidated Financial
    Statements in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006.(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 5,451,002 shares of Emdeon Common Stock at a
    weighted-average exercise price of $12.57 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 7 and 16 to
    the Consolidated Financial Statements in our Annual Report on
    Form 10-K
    for the year ended December 31, 2006. See Description
    of Plans Not Approved by Stockholders for descriptions of
    the other equity compensation plans in this category.(4)
    
    Includes 557,721 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.
 40




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##### Table of Contents



2002 Restricted Stock Plan.
  Envoy Stock Plan.
  Option Agreement with Wayne Gattinella.
  ABF Stock Plan.
  Dakota Imaging Stock Plan.
 41




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##### Table of Contents



ViPS Stock Plan.
 42




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Director
    Independence
      Transactions
    with WHC
  Form 10-K
  Services
    Agreement
   43




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##### Table of Contents



Registration
    Rights Agreement
    Tax
    Sharing Agreement
       44




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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.    Intellectual
    Property License Agreement
    Private
    Portals License
    Little
    Blue Book License
   45




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##### Table of Contents



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).          
    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, other
    mutually agreed on royalties). 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 46




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##### Table of Contents



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. 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 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 certain Emdeon products and
    services, including services provided by ViPS under contracts
    with the United States government
    and/or state
    governments.  Other
    Business Arrangements with WHC
   47




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##### Table of Contents



Other
    Related Party Transactions
      Audit
    Committee Review of Related Party Transactions
  case-by-case
     48




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services  Services
    and Fees of Ernst & Young
    Type of Fees

2006


2005Audit Fees

$
3,919,332


$
4,870,853Audit-Related Fees


2,393,470



93,600Tax Fees


280,982



76,512All Other Fees


1,500



1,750Total Fees

$
6,595,284


$
5,042,715     
    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, and (ii) for review of the
    consolidated financial statements included in our Quarterly
    Reports on Form 10-Q filed for that fiscal year and (iii) for
    the audit of internal control over financial reporting and
    managements assessment of internal control over financial
    reporting for that fiscal year; (b) fees billed for professional
    services (i) for the audit of the consolidated financial
    statements included in WHCs Annual Report on Form 10-K for
    that fiscal year, (ii) for review of the consolidated financial
    statements included in WHCs Quarterly Reports on Form 10-Q
    filed for that fiscal year and (iii) for 2006, for the WHC audit
    of internal control over financial reporting and
    managements assessment of internal control over financial
    reporting with respect to WHC; (c) fees billed for services that
    are normally provided by the principal accountant in connection
    with statutory and regulatory filings or engagements for that
    year; and (d) for 2005, fees billed for a standalone audit of
    WHC for inclusion in WHCs filings on Form S-1;
    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, which consisted of fees related to audits of our
    employee benefit plans for that year and, for 2006, included
    fees for the audit, due diligence and other services related to
    the EBS Sale and the EPS Sale;
    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s online research tool.    case-by-case
 49




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##### Table of Contents



SIGNATURES
    EMDEON CORPORATION
  By:
    /s/  Mark
    D. Funston Executive Vice President and
    Chief Financial Officer
 50