##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number: 0-29291
 CORILLIAN CORPORATION
  OREGON
    
    91-1795219(State or other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)3400 NW John Olsen Place Hillsboro, Oregon
(Address of principal executive offices)
    
    97124
(Zip Code)
 (503) 629-3300
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  o þ




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##### 



CORILLIAN CORPORATION
FORM 10-Q
TABLE OF CONTENTS
  
 Part I Financial InformationItem 1. Financial Statements:Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005 (unaudited)Condensed Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005 (unaudited)Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005 (unaudited)Notes to Condensed Consolidated Financial Statements (unaudited)Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 6. ExhibitsSignaturesEXHIBIT 3.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 99.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 CORILLIAN CORPORATION
 
 
 March 31,
    
    
    December 31,2006
    
    
    2005 (1)AssetsCurrent assets:Cash and cash equivalents
    
    $
    16,653
    
    
    $
    16,722Short-term investments
    
    
    7,950
    
    
    
    8,800Accounts receivable, net
    
    
    5,886
    
    
    
    12,063Revenue in excess of billings
    
    
    3,944
    
    
    
    2,387Other current assets
    
    
    3,776
    
    
    
    3,307Total current assets
    
    
    38,209
    
    
    
    43,279Property and equipment, net
    
    
    3,501
    
    
    
    3,548Goodwill
    
    
    26,899
    
    
    
    26,899Intangibles, net
    
    
    3,433
    
    
    
    3,856Other assets
    
    
    1,501
    
    
    
    1,757Total assets
    
    $
    73,543
    
    
    $
    79,339Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    4,482
    
    
    $
    6,261Deferred revenue
    
    
    12,275
    
    
    
    15,522Current portion of long-term debt and capital lease obligations
    
    
    
    
    
    
    3Other current liabilities
    
    
    1,307
    
    
    
    1,882Total current liabilities
    
    
    18,064
    
    
    
    23,668Other long-term liabilities
    
    
    779
    
    
    
    938Total liabilities
    
    
    18,843
    
    
    
    24,606Shareholders equity:Common stock
    
    
    150,385
    
    
    
    149,447Accumulated other comprehensive income
    
    
    61
    
    
    
    61Accumulated deficit
    
    
    (95,746
    )
    
    
    (94,775
    )Total shareholders equity
    
    
    54,700
    
    
    
    54,733Total liabilities and shareholders equity
    
    $
    73,543
    
    
    $
    79,339
 
 (1)
    
    Derived from Corillians audited Consolidated Financial Statements as of December 31, 2005.  3




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##### Table of Contents



CORILLIAN CORPORATION
 
   Three Months EndedMarch 31,2006
    
    
    2005Revenues
    
    $
    14,273
    
    
    $
    11,236Cost of revenues
    
    
    6,967
    
    
    
    4,359Gross profit
    
    
    7,306
    
    
    
    6,877Operating expenses:Sales and marketing
    
    
    2,313
    
    
    
    1,770Research and development
    
    
    3,570
    
    
    
    2,622General and administrative
    
    
    2,642
    
    
    
    1,913Total operating expenses
    
    
    8,525
    
    
    
    6,305(Loss) income from operations
    
    
    (1,219
    )
    
    
    572Other income, net
    
    
    268
    
    
    
    95Net (loss) income before income taxes
    
    
    (951
    )
    
    
    667Income taxes
    
    
    20
    
    
    
    13Net (loss) income
    
    $
    (971
    )
    
    $
    654Basic net (loss) income per share
    
    $
    (0.02
    )
    
    $
    0.02Diluted net (loss) income per share
    
    $
    (0.02
    )
    
    $
    0.02Shares used in computing basic net (loss) income per share
    
    
    44,801
    
    
    
    38,717Shares used in computing diluted net (loss) income per share
    
    
    44,801
    
    
    
    40,195
  4




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##### Table of Contents



CORILLIAN CORPORATION
 
   Three Months Ended March 31,2006
    
    
    2005Cash flows from operating activities:Net (loss) income
    
    $
    (971
    )
    
    $
    654Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:Depreciation
    
    
    429
    
    
    
    373Stock-based compensation expense
    
    
    563
    
    
    
    Amortization of intangible assets
    
    
    423
    
    
    
    Equity in losses of joint venture
    
    
    
    
    
    
    128Recovery of bad debts
    
    
    
    
    
    
    (1
    )Loss (gain) on sale of assets
    
    
    4
    
    
    
    (8
    )Income tax benefit from equity transactions
    
    
    
    
    
    
    10Excess tax benefits from stock-based compensation
    
    
    (3
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    6,177
    
    
    
    4,670Revenue in excess of billings
    
    
    (1,557
    )
    
    
    350Other current and long-term assets
    
    
    (202
    )
    
    
    452Accounts payable and accrued liabilities
    
    
    (1,776
    )
    
    
    (132
    )Deferred revenue
    
    
    (3,247
    )
    
    
    (3,858
    )Other current and long-term liabilities
    
    
    (734
    )
    
    
    (708
    )Net cash (used in) provided by operating activities
    
    
    (894
    )
    
    
    1,930Cash flows from investing activities:Purchase of property and equipment
    
    
    (386
    )
    
    
    (173
    )Proceeds from the sale of property and equipment
    
    
    
    
    
    
    8Purchases of available-for-sale investments
    
    
    
    
    
    
    (1,650
    )Proceeds from the sales of available-for-sale investments
    
    
    850
    
    
    
    2,050Net cash provided by investing activities
    
    
    464
    
    
    
    235Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    361
    
    
    
    677Repayments of long-term borrowings
    
    
    
    
    
    
    (911
    )Principal payments on capital lease obligations
    
    
    (3
    )
    
    
    (4
    )Excess tax benefits from stock-based compensation
    
    
    3
    
    
    
    Net cash provided by (used in) financing activities
    
    
    361
    
    
    
    (238
    )Effect of exchange rate fluctuations on cash and cash equivalents
    
    
    
    
    
    
    (1
    )(Decrease) increase in cash and cash equivalents
    
    
    (69
    )
    
    
    1,926Cash and cash equivalents at beginning of period
    
    
    16,722
    
    
    
    29,200Cash and cash equivalents at end of period
    
    $
    16,653
    
    
    $
    31,126Cash paid during the period for:Interest
    
    $
    2
    
    
    $
    10Taxes
    
    
    41
    
    
    
    40Supplemental disclosures of non-cash investing and financing activities:Deferred costs related to employee stock-based compensation
    
    $
    11
    
    
    $
    
  5




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##### Table of Contents



CORILLIAN CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 (1) Basis of Presentation
    (2) Summary of Significant Accounting Policies
 Stock-Based Compensation Expense
 Share-Based Payment Accounting for Stock Issued
to Employees
  Accounting for Stock-Based Compensation
  6




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##### Table of Contents



Computation of Net Income per Share
  Earnings per Share
 Reclassifications
  (3) Concentration of Business and Credit Risk
  7




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##### Table of Contents



(4) Net (Loss) Income per Share
  Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Net (loss) income
    
    $
    (971
    )
    
    $
    654Weighted-average shares  basic
    
    
    44,801
    
    
    
    38,717Effect of dilutive potential common shares
    
    
    
    
    
    
    1,478Weighted-average shares  diluted
    
    
    44,801
    
    
    
    40,195Net (loss) income per share  basic
    
    $
    (0.02
    )
    
    $
    0.02Net (loss) income per share  diluted
    
    $
    (0.02
    )
    
    $
    0.02
   (5) Employee Stock Benefit Plans
 Employee Stock Purchase Plan
   8




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##### Table of Contents



1997, 2000 and 2003 Stock Option Plans
 Stock Option Program Description
     General Option Information
  9




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##### Table of Contents



Options OutstandingWeighted-AverageExerciseNumber
    
    
    Price perOutstanding
    
    
    ShareOutstanding at December 31, 2005
    
    
    6,375,329
    
    
    $
    3.94Granted
    
    
    154,000
    
    
    
    3.36Exercised
    
    
    (61,044
    )
    
    
    1.00Canceled/forfeited/expired
    
    
    (173,016
    )
    
    
    4.42Outstanding at March 31, 2006
    
    
    6,295,269
    
    
    $
    3.97
   Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    Weighted-
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    Average
    
    
    
    
    
    
    
    
    
    
    AverageRemaining
    
    
    Exercise
    
    
    Aggregate
    
    
    
    
    
    
    Exercise
    
    
    AggregateRange of
    
    Number
    
    
    Contractual
    
    
    Price per
    
    
    Intrinsic
    
    
    Number
    
    
    Price per
    
    
    IntrinsicExercise Prices
    
    Outstanding
    
    
    Life (in Years)
    
    
    Share
    
    
    Value
    
    
    Exercisable
    
    
    Share
    
    
    Value$0.68-$0.68
    
    
    4,250
    
    
    
    6.83
    
    
    $
    0.68
    
    
    $
    13,643
    
    
    
    3,000
    
    
    $
    0.68
    
    
    $
    9,630$0.72-$0.86
    
    
    919,045
    
    
    
    7.06
    
    
    
    0.86
    
    
    
    2,784,706
    
    
    
    573,072
    
    
    
    0.86
    
    
    
    1,736,408$0.88-$2.87
    
    
    1,036,967
    
    
    
    7.55
    
    
    
    2.78
    
    
    
    1,151,033
    
    
    
    595,533
    
    
    
    2.74
    
    
    
    684,863$2.90-$2.97
    
    
    473,000
    
    
    
    9.55
    
    
    
    2.90
    
    
    
    468,270
    
    
    
    20,000
    
    
    
    2.90
    
    
    
    19,800$3.00-$3.00
    
    
    983,875
    
    
    
    7.33
    
    
    
    3.00
    
    
    
    875,649
    
    
    
    605,000
    
    
    
    3.00
    
    
    
    538,450$3.02-$3.28
    
    
    634,542
    
    
    
    8.99
    
    
    
    3.17
    
    
    
    456,870
    
    
    
    35,370
    
    
    
    3.11
    
    
    
    27,589$3.29-$3.77
    
    
    673,476
    
    
    
    6.73
    
    
    
    3.57
    
    
    
    215,512
    
    
    
    391,289
    
    
    
    3.64
    
    
    
    97,822$3.81-$6.01
    
    
    945,924
    
    
    
    7.87
    
    
    
    5.31
    
    
    
    
    
    
    
    789,830
    
    
    
    5.46
    
    
    
    $6.05-$13.56
    
    
    547,190
    
    
    
    4.81
    
    
    
    11.04
    
    
    
    
    
    
    
    547,190
    
    
    
    11.04
    
    
    
    $19.50-$19.50
    
    
    77,000
    
    
    
    4.11
    
    
    
    19.50
    
    
    
    
    
    
    
    77,000
    
    
    
    19.50
    
    
    
    Total
    
    
    6,295,269
    
    
    
    7.42
    
    
    $
    3.97
    
    
    $
    5,965,683
    
    
    
    3,637,284
    
    
    $
    4.78
    
    
    $
    3,114,562
  Valuation and Expense Information under FAS 123(R)
  10




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##### Table of Contents



Three Months EndedMarch 31, 2006Cost of revenues
    
    $
    114Stock-based compensation expense included in cost of revenues
    
    
    114Sales and marketing
    
    
    111Research and development
    
    
    120General and administrative
    
    
    218Stock-based compensation expense included in operating expenses
    
    
    449Total stock-based compensation expense
    
    $
    563
   As Reported
    
    
    If ReportedFollowing FAS 123(R)
    
    
    Following APB 25Loss from operations
    
    $
    (1,219
    )
    
    $
    (656
    )Net loss
    
    $
    (971
    )
    
    $
    (408
    )Basic and diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.01
    )
  Three Months EndedMarch 31, 2005Net income, as reported
    
    $
    654Deduct: Stock-based compensation expense determined under fair value based method for all awards
    
    
    (707
    )Pro forma net loss
    
    $
    (53
    )Basic and diluted- as reported
    
    $
    0.02Basic and diluted- pro forma
    
    $
    (0.00
    )
    11




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##### Table of Contents



Three Months EndedMarch 31, 2006
    
    March 31, 2005Expected volatility
    
    
    76
    %
    
    
    79
    %Risk-free interest rate
    
    
    4.7
    %
    
    
    4.2
    %Expected dividends
    
    
    0
    %
    
    
    0
    %Expected life (in years)
    
    
    4.7
    
    
    
    4.0
  Three Months EndedMarch 31, 2006
    
    March 31, 2005Expected volatility
    
    
    48%-55
    %
    
    
    44%-81
    %Risk-free interest rate
    
    
    4.7%-4.8
    %
    
    
    1.9%-3.2
    %Expected dividends
    
    
    0
    %
    
    
    0
    %Expected life (in years)
    
    
    0.5-2.0
    
    
    
    0.5-2.0
   Accuracy of Fair Value Estimates
  (6) Comprehensive Income
  (7) Commitments and Contingencies
 12




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##### Table of Contents



(a) Leases
   (b) Long-term debt
   (c) Environmental liability
 Environmental Remediation Liabilities, Business Combinations.
  (8) Acquisitions
 InteliData Technologies
  13




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##### Table of Contents



Cash paid
    
    $
    4,301Stock issued (4,916,430 shares)
    
    
    16,618Merger related transaction costs
    
    
    242Total purchase price
    
    $
    21,161
  Tangible assets acquired
    
    $
    3,047Intangible assets
    
    
    3,200Goodwill (1)
    
    
    21,892Liabilities
assumed (2) (3)
    
    
    (6,978
    )Total purchase price
    
    $
    21,161
 
 (1)
    
    No amounts of goodwill are expected to be deductible for tax purposes.(2)
    
    Includes $1.4 million of accrued employee termination costs pursuant to EITF 95-03,
Recognition of Liabilities in a Purchase Business Combination. All amounts were paid as of
December 31, 2005.(3)
    
    The fair value of deferred revenue represents an amount equivalent to the estimated cost to
fulfill the maintenance obligations assumed associated with bug fixes and phone support plus
an appropriate profit margin.
  Useful Life
    
    Estimated Fair
    
    
    Accumulated(in years)
    
    Value
    
    
    Amortization
    
    
    NetDeveloped Technology
    
    3
    
    $
    2,300
    
    
    $
    (474
    )
    
    $
    1,826Bank Customer Relationships
    
    6
    
    
    900
    
    
    
    (93
    )
    
    
    807$
    3,200
    
    
    $
    (567
    )
    
    $
    2,633
  Three Months EndedMarch 31, 2006Cost of revenues
    
    $
    192Sales and marketing
    
    
    38$
    230
  14




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##### Table of Contents



Fiscal Year
    
    Amount2006 (remaining 9 months)
    
    $
    6872007
    
    
    9172008
    
    
    6342009
    
    
    1502010
    
    
    1502011
    
    
    95Total
    
    $
    2,633
  Three Months EndedMarch 31, 2005Sales
    
    $
    13,993Net earnings
    
    
    (1,458
    )Net loss per share  basic
    
    $
    (0.03
    )Net loss per share  diluted
    
    
    (0.03
    )
  qbt Systems, Inc.
   Cash paid
    
    $
    3,160Stock issued (649,785 shares)
    
    
    2,059Merger related transaction costs
    
    
    131Liabilities assumed
    
    
    38Total purchase price
    
    $
    5,388
  15




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##### Table of Contents



Tangible assets acquired
    
    $
    536Intangible assets
    
    
    1,300Goodwill (1)
    
    
    5,007Liabilities assumed (2)
    
    
    (1,455
    )Total purchase price
    
    $
    5,388
 
 (1)
    
    $640,000 of goodwill is expected to be deductible for tax purposes.(2)
    
    The fair value of deferred revenue represents an amount equivalent to the estimated cost to
fulfill the maintenance obligations assumed associated with bug fixes and phone support plus
an appropriate profit margin.
  Useful Life
    
    Estimated Fair
    
    
    Accumulated(in years)
    
    Value
    
    
    Amortization
    
    
    NetDeveloped Technology
    
    2
    
    $
    900
    
    
    $
    (290
    )
    
    $
    610Backlog
    
    1
    
    
    300
    
    
    
    (194
    )
    
    
    106Customer Relationships
    
    4
    
    
    100
    
    
    
    (16
    )
    
    
    84$
    1,300
    
    
    $
    (500
    )
    
    $
    800
  Three Months EndedMarch 31, 2006Cost of revenues
    
    $
    187Sales and marketing
    
    
    6$
    193
  Fiscal Year
    
    Amount2006 (remaining 9 months)
    
    $
    4642007
    
    
    2962008
    
    
    252009
    
    
    15Total
    
    $
    800
  (9) Segment Information
 Disclosures about Segments of an
Enterprise and Related Information
 16




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##### Table of Contents



(a) Geographic Information
   Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Revenues from:United States
    
    $
    13,504
    
    
    $
    10,670All foreign countries
    
    
    769
    
    
    
    566$
    14,273
    
    
    $
    11,236
 (b) Revenues
   Three Months EndedMarch 31, 2006
    
    
    March 31, 2005License and professional services
    
    $
    9,796
    
    
    $
    7,320Post-contractual support
    
    
    3,898
    
    
    
    2,918Hosting
    
    
    579
    
    
    
    998$
    14,273
    
    
    $
    11,236
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Special Note Regarding Forward-Looking Statements and Risk Factors
  17




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
    
    Corillian has a history of losses and may incur losses in future periods if it is not
able to, among other things, increase its sales to new and existing customers.
    
    Corillians quarterly results fluctuate significantly and may fall short of anticipated
levels, which may cause the price of its common stock to decline.
    
    A small number of customers account for a substantial portion of Corillians revenues in
each period; Corillians results of operations and financial condition could suffer if it
loses customers or fails to add additional customers to its customer base.
    
    If Corillian, or its implementation partners, do not effectively implement Corillians
solutions, Corillian may not achieve anticipated revenues or gross margins.
    
    If Corillians goodwill or amortizable intangible assets become impaired Corillian may be
required to record a significant charge to earnings.
    
    Corillians products lengthy sales cycles may cause revenues and operating results to be
unpredictable and to vary significantly from period to period.
    
    Subscription-based licensing of Corillian products and services may have an adverse
effect on near-term revenue.
    
    Corillian may not achieve anticipated revenues if Corillian does not successfully
introduce new products or develop upgrades or enhancements to its existing products.
    
    Acquisitions may be costly and difficult to integrate, divert management resources or
dilute shareholder value.
    
    Corillian partners may be unable to fulfill their service obligations and cause Corillian
to incur penalties or other expenses with its customers.
    
    Corillians facility and operations may be disabled by a disaster or similar event, which
could damage its reputation and require Corillian to incur financial loss.
    
    Competition in the market for internet-based financial services is intense and could
reduce Corillians sales and prevent Corillian from achieving profitability.
    
    Consolidation in the financial services industry could reduce the number of Corillians
customers and potential customers.
    
    If Corillian loses key personnel, Corillian could experience reduced sales, delayed
product development and diversion of management resources.
    
    If Corillian does not develop international operations as expected or fails to address
international market risks, Corillian may not achieve anticipated sales growth.
    
    If Corillian becomes subject to intellectual property infringement claims, these claims
could be costly and time consuming to defend, divert management attention or cause product
delays.
    
    Network or internet security problems could damage Corillians reputation and business.
 18




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##### Table of Contents




    
    New technologies could render Corillians products obsolete.
    
    Defects in Corillians solutions and system errors in its customers data processing
systems after installing Corillians solutions could result in loss of revenues, delay in
market acceptance and injury to Corillians reputation.
    
    Corillians products and services must interact with other vendors products, which may not function properly.
    
    If Corillian becomes subject to product liability litigation, it could be costly and time consuming to defend.
    
    If Corillian is unable to protect its intellectual property, Corillian may lose a
valuable competitive advantage or be forced to incur costly litigation to protect its
rights.
    
    Increasing government regulation of the internet and the financial services industry
could limit the market for Corillians products and services, impose on Corillian liability
for transmission of protected data and increase its expenses.
    
    Newly issued and proposed accounting standards could increase the Companys stock-based
compensation expenses and could adversely affect the Companys ability to award employees
with equity instruments.
  Overview
     19




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##### Table of Contents



Share-Based Payment
 Critical Accounting Policies and Estimates
   Revenue Recognition
 Software Revenue Recognition, Modification of SOP No. 97-2, Software Revenue Recognition, with Respect to Certain
Transactions. Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Application of AICPA Statement of Position 97-2 to Arrangements that Include the Right to Use
Software Stored on Another Entitys Hardware.
   20




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Revenue Recognition in Financial Statements
 Income Taxes
  Goodwill and Intangible Assets
 Business Combinations, Goodwill and Other Intangible Assets
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Stock-based Compensation Expense
  Accounting for Stock-Based Compensation
 Three Months EndedMarch 31, 2006Expected volatility
    
    
    76
    %Risk-free interest rate
    
    
    4.7
    %Expected dividends
    
    
    0
    %Expected lives (in years)
    
    
    4.7
    Results of Operations
 Revenues
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##### Table of Contents



Cost of Revenues
     Operating Expenses
 Sales and Marketing Expenses
   Research and Development Expenses
  23




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##### Table of Contents



General and Administrative Expenses
   Other Income, Net
   Income Taxes
  Stock-Based Compensation Expense
  24




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Three Months EndedMarch 31, 2006Cost of revenues
    
    $
    114Stock-based compensation expense included in cost of revenues
    
    
    114Sales and marketing
    
    
    111Research and development
    
    
    120General and administrative
    
    
    218Stock-based compensation expense included in operating expenses
    
    
    449Total stock-based compensation expense
    
    $
    563
  Liquidity and Capital Resources
       25




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Exchange Rate Sensitivity
   Interest Rate Sensitivity
  
 ITEM 4. CONTROLS AND PROCEDURES
   26




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27




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PART II. OTHER INFORMATION
 
 ITEM 6. EXHIBITS
   Exhibit No.
    
    Description3.1
    
    Second Restated Bylaws of Corillian, as amended April 10, 200631.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200299.1
    
    Risk Factors
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##### Table of Contents



SIGNATURES
  CORILLIAN CORPORATIONBy:
    /s/ Paul K. WildePaul K. WildeChief Financial Officer(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
 Exhibit No.
    
    Description3.1
    
    Second Restated Bylaws of Corillian, as amended April 10, 200631.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200299.1
    
    Risk Factors
 30