WebMD Health (WBMD)

 

HLTH was reimbursed approximately $297,000 and $278,000 for 2008 and 2007, respectively, by Martin J. Wygod (HLTH’s Chairman of the Board and Acting Chief Executive Officer and WebMD’s Chairman of the Board) and a corporation that he controls, for personal use of certain of HLTH staff and office facilities and for the personal portion of certain travel expenses.

 

FMR Corp. reported beneficial ownership, as of December 31, 2008, of shares that represented approximately 9.9% of HLTH’s outstanding Common Stock and approximately 5.2% of the outstanding WHC Class A Common Stock. Affiliates of FMR Corp. provide services to HLTH in connection with the HLTH 401(k) Savings and Employee Stock Ownership Plan and the Porex 401(k) Savings Plan. The aggregate amount charged to HLTH for these services was approximately $74,000 for 2008 and approximately $37,000 for 2007. In 2004, we entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) (formerly known as Fidelity Employer Services Company LLC), an affiliate of FMR Corp., to integrate WebMD’s private portals product into the services FHRS provides to its clients. FHRS provides human resources administration and benefit administration services to employers. WebMD recorded revenue of $9,399,000 in 2008 and $10,362,000 in 2007 related to the FHRS agreement, and $2,070,000 and $2,069,000, respectively, were included in accounts receivable, related to the FHRS agreement, as of December 31, 2008 and December 31, 2007. For additional information, see “Online Services — Our Private Portals: WebMD Health Services — Relationship with Fidelity Human Resources Services Company LLC” in Item 1 of this Annual Report and Note 7 to the Consolidated Financial Statements included in this Annual Report.

 

 

HLTH was reimbursed approximately $297,000 and $278,000 for 2008
and 2007, respectively, by Martin J. Wygod (HLTH’s Chairman
of the Board and Acting Chief Executive Officer and WebMD’s
Chairman of the Board) and a corporation that he controls, for
personal use of certain of HLTH staff and office facilities and
for the personal portion of certain travel expenses.

 

FMR Corp. reported beneficial ownership, as of December 31,
2008, of shares that represented approximately 9.9% of
HLTH’s outstanding Common Stock and approximately 5.2% of
the outstanding WHC Class A Common Stock. Affiliates of FMR
Corp. provide services to HLTH in connection with the HLTH
401(k) Savings and Employee Stock Ownership Plan and the Porex
401(k) Savings Plan. The aggregate amount charged to HLTH for
these services was approximately $74,000 for 2008 and
approximately $37,000 for 2007. In 2004, we entered into an
agreement with Fidelity Human Resources Services Company LLC
(“FHRS”) (formerly known as Fidelity Employer Services
Company LLC), an affiliate of FMR Corp., to integrate
WebMD’s private portals product into the services FHRS
provides to its clients. FHRS provides human resources
administration and benefit administration services to employers.
WebMD recorded revenue of $9,399,000 in 2008 and $10,362,000 in
2007 related to the FHRS agreement, and $2,070,000 and
$2,069,000, respectively, were included in accounts receivable,
related to the FHRS agreement, as of December 31, 2008 and
December 31, 2007. For additional information, see
“Online Services — Our Private Portals: WebMD
Health Services — Relationship with Fidelity Human
Resources Services Company LLC” in Item 1 of this
Annual Report and Note 7 to the Consolidated Financial
Statements included in this Annual Report.

 

 

HLTH was reimbursed approximately $278,000 and $255,000 for 2007 and 2006, respectively, by Martin J. Wygod (who serves as its Chairman of the Board and Acting Chief Executive Officer and as WebMD’s Chairman of the Board), and a corporation that he controls, for personal use of certain of HLTH’s staff and office facilities and for the personal portion of certain travel expenses.

 

Affiliates of FMR Corp. provide services to HLTH in connection with the HLTH 401(k) Savings and Employee Stock Ownership Plan and the Porex 401(k) Savings Plan. FMR Corp. beneficially owned, based on its holdings as of December 31, 2007, shares representing approximately 13.6% of HLTH’s outstanding Common Stock and approximately 16.5% of the outstanding WebMD Class A Common Stock. The aggregate amount charged to HLTH for these services was approximately $37,000 for 2007 and approximately $82,000 for 2006. In 2004, WebMD entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) (formerly known as Fidelity Employer Services Company LLC), an affiliate of FMR Corp., to integrate WebMD’s private portals product into the services FHRS provides to its clients. FHRS provides human resources administration and benefit administration services to employers. WebMD recorded revenue of $10,362,000 in 2007 and $7,802,000 in 2006 related to the FHRS agreement, and $1,544,000 and $2,145,000, respectively, were included in accounts receivable, related to the FHRS agreement, as of December 31, 2007 and December 31, 2006. For additional information, see “Our Online Services — Private Portals — Relationship with Fidelity Human Resources Services Company LLC” in Item 1 of WebMD’s Annual Report on Form 10-K for the year ended December 31, 2007 and Note 7 to the Consolidated Financial Statements included as Annex B-1 to this proxy statement.

 

 

HLTH was reimbursed approximately $278,000 and $255,000 for 2007 and 2006, respectively, by Martin J. Wygod (who serves as its Chairman of the Board and as our Chairman of the Board), and a corporation that he controls, for personal use of certain of HLTH’s staff and office facilities and for the personal portion of certain travel expenses.

 

Affiliates of FMR Corp. provide services to HLTH in connection with the HLTH 401(k) Savings and Employee Stock Ownership Plan and the Porex 401(k) Savings Plan. FMR Corp. beneficially owned, based on its holdings as of December 31, 2007, shares representing approximately 13.6% of HLTH’s outstanding Common Stock and approximately 16.5% of the outstanding WebMD Class A Common Stock. The aggregate amount charged to HLTH for these services was approximately $37,000 for 2007 and approximately $82,000 for 2006. In 2004, we entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) (formerly known as Fidelity Employer Services Company LLC), an affiliate of FMR Corp., to integrate WebMD’s private portals product into the services FHRS provides to its clients. FHRS provides

 

HLTH was reimbursed approximately $255,000 and $259,000 for 2006 and 2005, respectively, by Martin J. Wygod (who serves as its Chairman of the Board and as our Chairman of the Board), and a corporation that he controls, for personal use of certain of HLTH’s staff and office facilities and for the personal portion of certain travel expenses.

 

During 2006, LGS DEV, LLC, a software development firm provided services to WebMD, including developing, installing and testing several software tools for use in the operation of WebMD’s business. The aggregate amount of the fees, for all such services during 2006, paid by WebMD was $334,025. The brother of David Gang is a partner in this firm.

 

FMR Corp. beneficially owned, based on its holdings reported in Schedule 13Gs as of December 31, 2006, shares representing approximately 10.8% of the outstanding WebMD Class A Common Stock and approximately 13% of HLTH’s outstanding Common Stock. Affiliates of FMR Corp. provide services to HLTH and its subsidiaries in connection with their 401(k) plans. During 2006, the aggregate amount charged to HLTH for these services was approximately $82,000. In 2004, we entered into an agreement with Fidelity Human Resources Services Company LLC (“FHRS”) (formerly known as Fidelity Employer Services Company LLC), an affiliate of FMR Corp., to integrate WebMD’s private portals product into the services FHRS provides to its clients. FHRS provides human resources administration and benefit administration services to employers. We recorded revenue of approximately $7,802,000 in 2006 and approximately $2,145,000 was included in accounts receivable as of December 31, 2006 related to the FHRS agreement. For additional information, see “Our Online Services — Private Portals — Relationship with Fidelity Human Resources Services Company LLC” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2006 and Note 6 to the Consolidated Financial Statements included in that Annual Report.

 

 

Emdeon was reimbursed approximately $255,000 and $259,000 for 2006 and 2005, respectively, by Martin J. Wygod (who serves as its Chairman of the Board and as our Chairman of the Board), and a corporation that he controls, for personal use of certain of Emdeon’s staff and office facilities and for the personal portion of certain travel expenses.

 

During 2006, LGS DEV, LLC, a software development firm provided services to WebMD, including developing, installing and testing several software tools for use in the operation of WebMD’s business. The aggregate amount of the fees, for all such services during 2006, paid by WebMD was $334,025. The brother of David Gang is a partner in this firm.

 

FMR Corp. beneficially owned, based on its holdings reported in Schedule 13Gs as of December 31, 2006, shares representing approximately 10.8% of the outstanding WebMD Class A Common Stock and approximately 13.0% of Emdeon’s outstanding Common Stock. Affiliates of FMR Corp. provide services to