UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

Commission file number 0-29291

Corillian Corporation(Exact name of registrant as specified in its charter)

Oregon(State or other Jurisdiction of
Incorporation or Organization)

91-1795219(I.R.S. Employer
Identification Number)3400 NW John Olsen Place Hillsboro, Oregon(Address of principal executive offices)

97124(Zip Code)


(503) 629-3300(Telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, no par value (title of class)

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past
90 days. Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of
the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or in any amendment to this
Form 10-K. / /

The
aggregate market value of the voting and nonvoting common stock held by non-affiliates as of March 16, 2001 was $134,538,712 based on the closing price of the
Common Stock as reported on the Nasdaq Stock Market for that date. There were 34,425,952 shares of the Registrant's Common Stock issued outstanding on March 16, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the Registrant's
definitive proxy statement relating to the annual meeting of shareholders to be held on May 8, 2001, which definitive proxy statement shall be filed with the Securities and Exchange Commission
within 120 days after the end of the fiscal year to which this Report relates.

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FORM 10-K    TABLE OF CONTENTS

|PART I  
|--------
|Item 1. 
|Item 2. 
|Item 3. 
|Item 4. 
|PART II 
|Item 5. 
|Item 6. 
|Item 7. 
|Item 7A.
|Item 8. 
|Item 9. 
|PART III
|Item 10.
|Item 11.
|Item 12.
|Item 13.
|PART IV 
|Item 14.

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PART I

Item 1. Business

Overview

We are a leading provider of solutions that enable banks, brokers, financial portals and other financial service providers to rapidly deploy Internet-based
financial services. Our solutions allow consumers to conduct financial transactions, view personal and market financial information, pay bills and access other financial services on the Internet.
Corillian Voyager is a software platform combined with a set of applications for Internet banking, electronic bill presentment and payment, targeted marketing, data aggregation and online customer
relationship management. Our recently-introduced Voyager Standard Edition (SE) is a hosted Internet banking solution tailored to the specific needs of small to mid-sized financial
institutions looking for the same scalability and reliability of Corillian Voyager in a more rapidly deployable, economical solution. Voyager SE services include Internet banking, bill payment and the
complete integration of the Open Financial Exchange (OFX) data standard. Our software integrates into existing database applications and systems and enables them to monitor transactions across all
systems in real-time. Our solutions are also designed to scale to support millions of users. Our current Voyager customers include Chase Manhattan Bank, Bank One, Wachovia Bank, Huntington National
Bank and SunTrust Bank.

Industry Background

The Internet has become an integral part of the daily lives of millions of consumers because of the functionality and convenience it offers. In addition to
more traditional uses such as email, the Internet is being used increasingly to conduct financial transactions and deliver financial services. Internet users are increasingly demanding Internet-based
financial services, such as access to financial information
over the Internet, real-time access to stock quotes and investment portfolio information, and Internet bill payment services. The benefits that consumers derive from Internet-based
financial services include:



As
a result of these benefits, personal finance content is one of the most popular content categories on the Internet. By 2005, 44 million households will bank on the Internet
and 34 million households will trade stocks on the Internet, according to Jupiter Research.

The
growth in Internet usage and the popularity of personal finance content have changed the competitive landscape of the financial service industry by attracting new competitors that
face lower barriers to entry. Examples of these are Internet brokerages and portals, such as E*Trade, Schwab, AOL, Quicken.com and Yahoo!, that have established Internet sites that offer consumers
real-time access to personalized financial information. We believe these new competitors within the financial service industry will need to enhance and expand their Internet-based
financial services to attract new customers and retain and capture greater attention from their existing customers.

Within
this environment, we believe many traditional financial institutions such as banks, insurance companies and full-service brokerages, risk losing customers if they
do not use the Internet to offer Internet-based financial services. Financial institutions, especially banks, have traditionally adopted technologies that have allowed them to create closer, more
profitable relationships with their customers. With the rise of the Internet, many financial institutions are recognizing they will require more cost-effective Internet-based financial
solutions with greater functionality to help them

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differentiate their service and product offerings and expand their market share. According to estimates from International Data Corporation, the number of users banking on the Internet will expand
from
8.1 million in 1998 to 39.8 million in 2003, and the number of banks offering Internet-based financial services will increase from 1,150 in 1998 to 15,845 in 2003. Bank spending on
Internet operations is expected to increase from $555 million in 2000 to $2 billion in 2005, according to Tower Group.

Traditional
financial institutions, online brokerages, Internet portals and other Internet financial service providers are competing to become full-service financial
portals that offer consumers a simple, one-stop site for all of their financial needs. To offer competitive Internet-based financial products and services on their Internet sites, we
believe these competitors will need to deploy comprehensive Internet finance solutions.

Significant
challenges are involved in deploying Internet finance solutions. Most notably, multiple heterogeneous computing environments, including existing systems, packaged
applications, Internet application servers and other emerging technologies, must be integrated and must be able to communicate with each other to provide customers with real-time data and
to allow them to conduct financial transactions. In addition, external systems, such as those of credit card companies and bill payment providers, must be integrated with internal systems in a secure
and reliable manner. These technical challenges are magnified by the speed with which these services must be brought to market. Most financial institutions do not have the technical skills or
resources to rapidly design and deploy these services. In addition, although some online brokers and financial portals have the technical skills and resources to develop and deploy Internet finance
solutions, they are subject to significant time-to-market competitive pressures and seek to maintain their focus on their core competencies. For most of these financial service
providers, internally developing and deploying Internet finance solutions can be expensive and take in excess of one year. As a result, many of these financial service providers are realizing that if
they want to deploy an Internet-based financial product or service more quickly and efficiently, they need a comprehensive, outsourced packaged software and service solution.

The Corillian Solution

We are a leading provider of solutions that enable financial service providers to deploy Internet-based financial services. Our solutions include a
comprehensive suite of software and a hosted service, both of which are combined with our professional services to form a complete outsourced solution for offering Internet-based financial
services.

Corillian
Voyager consists of a software platform and a menu of applications built upon that platform, all of which we can provide on a hosted basis or which can run on our customers'
premises. Corillian Voyager integrates with our customers' existing databases and systems and enables them to monitor transactions across all systems in real time. We have developed software
applications for Internet banking, electronic bill presentment and payment, targeted marketing, data aggregation and online
customer relationship management. We can provide our customers with wireless delivery capabilities for all of these applications.

Our
recently-introduced Voyager SE is a hosted Internet banking solution tailored to the specific needs of small to mid-sized financial institutions looking for the same
scalability and reliability of Corillian Voyager in a more rapidly deployable, economical solution. Voyager SE services include Internet banking, bill payment and the complete integration of the Open
Financial Exchange (OFX) data standard. Voyager SE can be connected to a variety of host systems in as little as 60 to 90 days and involves less customization than the Corillian Voyager
platform. Voyager SE is hosted in Corillian's state-of-the-art data center in Oregon.

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We believe our products and services provide the following benefits to our customers:

Accelerated Time to Market.Using the Corillian Voyager or Voyager SE solutions, financial institutions can deploy
Internet-based financial services to their customers within as little as 60 to 90 days, depending on the complexity of the project and the degree of customization involved with the project. In
addition, we provide comprehensive systems integration and implementation services and customer support to complement the flexible architecture of our solutions.

Highly Scalable and Extensible Platform.Our software platform has been designed to be highly scalable to meet the
evolving needs of our customers. Independent laboratory test results indicate that Corillian Voyager can support Internet banking programs for more than 3.5 million users. In addition,
Corillian Voyager has been designed using universal standards, including eXtensible Markup Language for communication, Open Financial Exchange for financial transactions, and Microsoft's Distributed
interNet Applications Architecture for Financial Services for interoperability. This architecture enables our customers to deploy new Internet-based financial services by adding applications to our
platform at any time and by integrating future applications to any Internet connected point-of-presence.

Flexibility and Control.We offer our customers the option of hosting the Corillian Voyager platform on their own
premises or having Corillian Voyager hosted in our managed facility. Our customers may request that we host their Corillian Voyager deployment because they lack sufficient resources or the appropriate
systems to host Voyager on their premises. In addition, our customers can reduce their information technology costs by outsourcing application hosting services with us. We offer customers the
opportunity to transfer operation of Corillian Voyager to their own premises at any time. Voyager SE is hosted in our state-of-the art data center, but each financial
institution's system resides on a distinct set of servers, enabling our customers to migrate to the Corillian Voyager platform and bring
the solution to their own premises at any time. This flexibility provides our customers with the option to gain operational control of a Voyager SE deployment over time.

Advanced Technology and Continued Innovation.We believe our solutions provide the only comprehensive solution with a
broad range of retail applications that can be delivered on the desktop or by wireless access. We offer certified Internet financial applications using the Open Financial Exchange data standard, and
we have helped to define industry standards such as Microsoft's Distributed interNet Applications Architecture for Financial Services.

Reduced Cost of Internet Operations.Our products lower the costs associated with our customers' Internet operations
primarily by reducing the cost of internal development. Our software solutions provide all of the functionality for Internet-based financial services in a single comprehensive package. This eliminates
the cost of purchasing, integrating and installing separate solution components from multiple vendors.

Strategy

Our objective is to be the leading global provider of Internet finance solutions to both traditional and emerging Internet financial service providers. To that
end, we seek to establish Corillian Voyager and Voyager SE as the solutions of choice for Internet finance. To achieve this objective, we intend to pursue the following strategies:

Increase Market Share.To date, we have focused our sales and marketing efforts to target the largest financial service
providers. We intend to continue targeting large, industry-leading financial service providers by increasing our sales and marketing efforts and expanding internationally. We have successfully
developed other markets, including small to mid-size financial institutions, insurance companies and brokerages, and we intend to continue to focus our efforts on expanding our

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penetration of these markets. For example, we recently introduced Voyager SE to target small to mid-size financial institutions.

Increase International Sales.As the Internet adoption rate accelerates internationally, we believe international
financial services will rapidly follow the transformation seen in the United States. We believe significant international market demand will exist for Internet finance solutions as financial
institutions in Europe and Asia, in particular, move to deliver services on the Internet. In 2000, we opened an office in London, England to serve as the headquarters for our international expansion
and signed our first European customer, Eurobank. We intend to devote significant resources to develop international markets, both through direct sales channels and indirect sales partners.

Expand Breadth of Product and Service Offerings.Our current financial applications include features for Internet
banking, electronic bill presentment and payment, interfacing with personal finance managers through the Open Financial Exchange data standard, small business banking, data aggregation and access to
wireless devices like the Palm VII. We intend to expand our product offerings to include new features, such as wealth management.

Leverage and Expand Strategic Relationships.We intend to leverage our relationships with leading systems integrators
and value-added resellers to extend our reach and provide our customers with more comprehensive, customized solutions. We intend to continue to expand and build additional relationships with key
systems integrators and value-added resellers. In addition, we believe that forging relationships with key technology vendors is critical to delivering a comprehensive solution to financial service
providers. Our existing strategic partners include Microsoft, Compaq, Unisys, Yodlee, PricewaterhouseCoopers and 724 Solutions. We intend to develop additional relationships to expand the scope of our
functionality, and for co-marketing and distribution purposes.

Collaborate with Technology Leaders.Our products and services adhere to existing industry standards and have been
designed to meet the openness and scalability required of Internet solutions. We will continue to collaborate with companies to develop new technologies and to encourage the adoption and
implementation of universal standards that can foster and simplify the exchange of financial information through the Internet. We intend to continue investing in research and development to meet the
needs of our customers as they evolve their Internet offerings.

Products and Services

Our solutions enable financial institutions, Internet portals and other Internet financial service providers to offer their customers a variety of financial
services over the Internet, including Internet banking, electronic bill presentment and payment and data aggregation. We also offer a variety of services to support our customers throughout the
process of implementing and maintaining our solutions.

Voyager- The Operating System for eFinance

Corillian Voyager.Corillian Voyager is a software platform upon which we have built a menu of applications, all of
which we can provide on a hosted basis or which can run on our customers' premises. Corillian Voyager has been designed to be highly scalable to meet the evolving needs of our customers. Independent
laboratory test results indicate that Corillian Voyager can support Internet banking programs for more than 3.5 million users. In addition, Corillian Voyager has been designed using universal
standards, including eXtensible Markup Language for communication, Open Financial Exchange for financial transactions, and Microsoft's Distributed interNet Applications Architecture for Financial
Services for interoperability. This architecture enables our customers to deploy new Internet-based financial services by adding applications to our platform at any time and by integrating future
applications to any Internet-connected point-of-presence.

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Voyager Special Edition.Our recently-introduced Voyager Special Edition (SE) is a hosted Internet banking solution
tailored to the specific needs of small to mid-sized financial institutions looking for the same scalability and reliability of Corillian Voyager in a more rapidly deployable, economical
solution. Voyager SE applications include Internet banking, bill payment and the complete integration of the Open Financial Exchange (OFX) data standard. Voyager SE can be connected to a variety of
host systems in as little as 60 to 90 days and involves less customization than Corillian Voyager. Voyager SE is hosted in Corillian's state-of-the-art data
center in Oregon.

Applications for eFinance

Consumer Banking.Our Consumer Banking application enables financial institutions to offer their retail customers
secure, real-time access to transactional banking services through the Internet. These services can be delivered to the desktop or accessed by wireless devices. Internet users can receive
their consolidated account information and transaction history and conduct financial transactions, such as transfers and loan payments, over the Internet 24 hours a day, seven days a week. The
financial institutions can choose standard browser-based user interfaces or more customized Internet templates and online screens.

Electronic Bill Presentment and Payment.Our Electronic Bill Presentment and Payment application enables financial
service providers to offer their customers electronic bill payment services and to deliver bills to their customers through a standard Internet page, through supported personal finance management
software, such as Quicken or Microsoft Money, or as a digital image of a scanned paper bill. A financial service provider can choose to deliver its own bills, the bills of direct billing businesses,
or the bills of third party bill presentment providers, such as CheckFree. By consolidating all bill presentment and payment options, our solution enables Internet users to pay bills in the same
program where they do most of their financial transactions. This application also enables financial institutions to extend their product and service features for their customers and to present bills
on behalf of their business customers.

Open Financial Exchange Publishing.Our OFX Publishing application enables financial institutions to offer their
customers the ability to integrate their financial information with personal financial management software, such as Quicken, QuickBooks and Microsoft Money, or Internet portals such as Yahoo! Finance
and MSN MoneyCentral. Each of our solutions was designed using the Open Financial Exchange data standard. This data specification streamlines the process financial service companies must employ to
connect with financial data centers and to interface with personal financial management software.

eCRM.Our eCRM application provides financial institutions with the tools to gather, organize and capitalize on
information collected within the Voyager system and to monitor and administer other applications in the Voyager system. Using this application, financial institutions can generate comprehensive
reports regarding the financial transactions of their customers, view Internet usage, track new customer additions and manage targeted advertising campaigns. Advertisements can be customized using
customer profile information gathered from the financial institutions' data system and from data derived from customer usage of the Voyager system. For example, a financial institution can segment
customers who have a balance of $10,000 or greater in a savings account, pay three credit cards online, and have a high profitability index, and establish a targeted marketing campaign for selling
certificates of deposit to these customers. Our application can react immediately to customer profile changes and terminate messages to customers who have already purchased the marketed product.

Small Business Banking.Our Small Business Banking application enables financial institutions to offer their small
business customers secure, real-time access to account history and the ability to conduct cash management functions through an Internet browser or accounting packages like

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QuickBooks. Businesses can control access to business banking and account features to provide financial and audit controls for their staff and can reconcile accounts instantly.

Corillian OneSource.Our Corillian OneSource application enables a financial institution to control and enhance its
data aggregation offering. Data aggregation allows a financial institution to acquire and aggregate financial information from different banks, brokerages and other financial service providers and
deliver this content to its customers through its website. Using our application, a financial service provider can control elements of the data aggregation process itself, supplement the content
provided by data aggregation service providers, such as Yodlee, with content acquired through the OFX data standard and enhance the presentation of aggregated content for its customers. As a result, a
financial institution's customer can see all of his or her financial information from different accounts in one place in a comprehensive and feature-rich manner and only needs to remember
one login identification name and password to access all of this financial information.

Certified Solutions.We seek to provide our customers with a comprehensive solution for their Internet finance
initiatives. Our products adhere to existing industry standards and have been designed using open standards so that they can integrate with the products developed by third parties. Voyager-Certified
Solutions are software packages developed by our technology partners for integration into the Corillian Voyager platform. Voyager-Certified Solutions include applications such as the Wireless Finance
application, the Corporate Banking application and the Data Aggregation application and are offered through partnerships with companies such as 724 Solutions, Politzer & Haney and Yodlee. These
solutions are put through the rigors of our certification testing, so our customers are able to seamlessly integrate best-of-breed solutions into their Internet platforms.

Professional Services

We offer a package of professional services designed to fulfill our customers' needs throughout the process of product design, implementation and operation.
Our services include:

Implementation Services.Our implementation services begin during the pre-sales stage. Our implementation
experts perform an analysis of a potential customer's product requirements and determine how these products can best be integrated with the customer's existing host infrastructure. We then develop a
site survey and a project plan recommendation. Once we are chosen to install our applications, our professional service team works with the customer to ensure that every solution is integrated with
the customer's existing financial transaction system for delivery over the Internet. If necessary, we write custom interfaces to handle transaction requests, validate those requests and convert them
to a standard format for Internet-based presentation or to the Open Financial Exchange format for delivery to personalized financial management software. We also customize our Internet templates to
provide our customers with a user interface that complements its brand recognition, design elements, color schemes and corporate logos. The implementation process is generally completed in 90 to
270 days, depending on the complexity of the project. The fees for our implementation services vary from project to project, depending on the size of the customer and the products and services
selected by the customer.

Hosting Services.We offer hosting services to our customers that prefer to have us handle all of their Internet-based
financial systems. Under this service option, the Corillian Voyager servers reside at our managed facility, and our staff monitors and maintains the servers. Our services include weekly log auditing,
installation and configuration of servers, and staff to help our customers manage system performance and daily operations. For Corillian Voyager customers, we charge a monthly hosting fee that varies
based on the number of users of the hosted site. Hosting is included in all Voyager SE sales, and the hosting fees are included in the monthly fees we charge for this product.

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Consulting Services.By consulting with our staff, our customers can select and design an electronic commerce strategy.
In addition to consulting with our customers on the range of products and services available to them, we help our customers with product and Internet site design. For customers that lack
in-house network security professionals, we help develop the appropriate network and security protection features to ensure a secure system.

Support Services.We offer several levels of technical and maintenance support for our customers. These levels are
designed to meet our customers' needs and those of their customers. Our support fees vary based on which level of support the customer selects. In addition to technical support, we provide annual
maintenance support for each customer. These maintenance services entitle the customer to updates and modifications of our solutions.

Training Services.We make available to our customers a variety of training services and supporting materials to help
them use our applications. All courses are led by our staff and can be conducted at either a customer's location or at our headquarters.

Customers

We target large financial institutions, financial portals and other financial service providers that are seeking scalable, reliable and advanced solutions that
enable them to offer Internet-based financial services. We have provided our solutions primarily to two major industry groupslarge financial institutions (primarily banks) and large
credit unions. In 2000, Bank One represented approximately 24% of our consolidated revenue. As of December 31, 2000, our customers included:

|Banks                          |  | Credit Unions                     |  | Other Financial Service Providers
|------------------------------ |  | --------------------------------- |  | ---------------------------------
|1st WebBank Direct             |  | Desert Schools                    |  | eBanc                            
|Alberta Treasury Branches      |  | Educational Community             |  | Intuit's Quicken.com             
|AmSouth Bank                   |  | First Technology                  |  | MSN's MoneyCentral               
|Banknorth                      |  | Founders Federal                  |  | National Discount Brokers        
|Bank of Stockton               |  | HP Employees Federal              |  |                                  
|Bank One                       |  | Hughes Aircraft Employees Federal |  |                                  
|Capitol Federal Savings Bank   |  | Credit Union West                 |  |                                  
|Chase Manhattan Bank           |  | Meriwest                          |  |                                  
|Citibank                       |  | Mission Federal                   |  |                                  
|Community First Bancshares     |  | Provident Federal                 |  |                                  
|Downey Savings & Loan          |  | Royal                             |  |                                  
|Eurobank                       |  | Sandia Labs Federal               |  |                                  
|Hibernia Bank                  |  | State Employees                   |  |                                  
|Huntington National Bank       |  | Suncoast Federal                  |  |                                  
|International Bank of Commerce |  | Tech Federal                      |  |                                  
|Lehman Brothers Bank           |  | Tennessee Valley                  |  |                                  
|M&T Bank                       |  | United Airlines                   |  |                                  
|Mercantile Bankshares          |  | University of Wisconsin           |  |                                  
|Sanwa Bank                     |  | Vista Credit                      |  |                                  
|Suncorp Metway                 |  |                                   |  |                                  
|SunTrust Bank                  |  |                                   |  |                                  
|Wachovia Bank                  |  |                                   |  |                                  

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Systems and Technology

The Voyager System

The Voyager application server is a scalable platform that uses a three-tiered architecture, connecting end-users to the existing host systems of
financial institutions. Voyager routes and validates requests, formats transaction responses and stores and forwards bill payment instructions.

The
three layers of the Voyager application server each have a specific functional focus. The Web Server layer is responsible for presentation interaction with the customer, handling
hyper-text mark-up language to the browser, or the Open Financial Exchange data standard to the connected financial software or wireless device. The Transaction Processor layer
controls the business logic for the user's request, directs the request to the appropriate host target, and assembles the results. The Host Server layer interprets and formats the transaction for the
existing host system, then analyzes and returns the data fields from the response. Optional applications provide incremental services, such as batch processing of bill payment transactions or
collection of electronic bills.

Corillian Technology

Our systems are designed to provide real-time data acquisition, processing and presentation for applications used to offer Internet-based financial
services. Specific components and features of the technology we use to provide these benefits include:



Strategic Alliances and Partnerships

We have marketing, technology, and resale alliances with a number of companies in the technology and financial services industries and will continue to pursue
new alliances with additional companies within these industries. These alliances are intended to help us address new vertical markets and market segments and to enable us to provide our customers with
access to additional resources and

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technology to enhance and customize our solutions. Some of our more significant strategic partners include:

724 Solutions

In April 2000, we entered an agreement with 724 Solutions to establish a strategic relationship aimed at offering financial service providers a platform
for mobile consumer Internet-based financial services using handheld devices.

CheckFree

CheckFree designs, develops and markets services that enable consumers to make electronic payments and collections, automate paper-based recurring financial
transactions and conduct secure transactions on the Internet. CheckFree is our primary partner for remittance processing and was a developer with Intuit and Microsoft of the Open Financial Exchange
data standard. We have developed a number of Voyager interfaces to CheckFree systems.

Microsoft

Microsoft is the publisher of the Windows NT platform, the Microsoft Money personal financial management program and the provider of the financial portal,
MoneyCentral. Microsoft invited us to participate in the technical definition of Distributed interNet Applications Architecture for Financial Services, Microsoft's application interoperability
architecture. We demonstrated the reference implementation of Distributed interNet Applications Architecture for Financial Services on stage at Microsoft's FinNet conference in October 1998 and
work directly with the Microsoft Financial Desktop team in testing new Open Financial Exchange transaction sets for Microsoft Money. We are a vendor for Windows NT products and retain a seat on the
Distributed interNet Applications Architecture for Financial Services work group.

NCR

In February 2001, we entered into an agreement with NCR that provides for NCR to use the Corillian Voyager platform as its core consumer banking
component for mid- to large-sized financial institutions. NCR is a leader in providing Relationship Technology solutions to customers worldwide in the retail, financial,
communications, manufacturing, travel and transportation, and insurance markets. NCR will customize the Corillian Voyager software to allow financial institutions greater flexibility in delivering
Internet financial services to their customers. NCR's Internet banking service is run in a managed server model from its secure and high availability data centers in Columbia, Maryland and Dallas,
Texas.

PricewaterhouseCoopers

In November 2000, we entered into an agreement with PricewaterhouseCoopers to collaborate on software development and systems integration for the
financial services industry.
PricewaterhouseCoopers is the world's largest professional services organization. As part of the agreement, PricewaterhouseCoopers will implement the Corillian Voyager platform to help financial
institutions worldwide provide Internet finance-enabling products and services to their customers.

Unisys

In January 2001, we entered into a reseller and integration agreement with Unisys. Unisys is a global full-service provider of financial
services solutions, providing domain knowledge and expertise, front- to back-office software applications, innovative technology, and comprehensive services. Utilizing its systems
integration experience and expertise, Unisys will sell, implement and support the Corillian

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Voyager platform to help financial institutions worldwide provide Internet-based financial services their customers.

Yodlee

In July 2000, we entered into an agreement with Yodlee to develop and market a product that integrates our Corillian Voyager platform with Yodlee's data
aggregation service. Under the terms of the agreement, Corillian and Yodlee will jointly market and sell a new, integrated banking and aggregation solution to financial institutions in North America.
The bundled offering utilizes our expertise with the OFX data standard and Yodlee's industry-leading data aggregation platform. The service can either be deployed on a hosted basis by Yodlee or
through our Corillian Voyager platform.

Sales and Marketing

We sell our software and services primarily through our direct sales organization. As of December 31, 2000, our sales force consisted of 24 personnel
operating worldwide. Our direct sales efforts have historically been focused on domestic financial service providers, such as banks, insurance companies and credit unions, but in the third quarter of
2000, we increased our focus on international financial service providers. We complement our direct sales efforts through joint sales and marketing arrangements with Internet-based technology vendors,
such as Unisys and NCR.

Our
sales process features a multi-tiered approach that requires the involvement of our field sales personnel, our technical professionals and members of our senior management. Our
sales process simultaneously targets senior business executives, personnel responsible for Internet-based initiatives and systems engineers. We employ this multi-leveled approach to accelerate the
purchasing cycle. For Voyager SE, which is targeted at small to mid-sized financial institutions, we rely on a combination of telemarketing, Internet-based marketing and direct sales.

Our
products are complex, and sales and implementations can be delayed due to our customers' procedures for approving large capital expenditures and deploying new technologies within
their networks. As a result, our sales cycle can vary significantly and typically ranges from three to nine months.

Research and Development

As of December 31, 2000, our product development staff consisted of 59 engineers. Their development efforts are focused on:



Competition

The market for providing solutions to the Internet financial services industry is highly competitive, and we expect that competition will intensify in the
future. We compete with a variety of companies in
various segments of the Internet-based financial services industry, and our competitors vary in size and in the scope and breadth of the products and services they offer. In the area of Internet
consumer

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banking, we primarily compete with other companies that provide outsourced Internet finance solutions to large financial institutions, including S1, Financial Fusion (a division of Sybase) and Brokat.
Within this market segment, we also compete with companies that offer software platforms designed for internal development of Internet-based financial services software, such as IBM's WebSphere. In
addition, vendors such as Digital Insight, FundsXpress, nFront, Online Resources and Communications and Virtual Financial, who primarily target community financial institutions, occasionally compete
with us for large financial institutions and compete with us regularly for smaller financial institutions. Several of the vendors offering data processing services to financial institutions, including
EDS, Fiserv, Jack Henry and M&I Data Services, offer their own Internet banking solutions. Local competition for Internet consumer banking services is provided by many smaller Internet service
outsourcing companies located throughout the United States. Our primary competition for providing the business banking services that financial institutions offer their commercial customers are vendors
of cash management systems for large corporations such as ADP, Brokat and Magnet.

Our
applications also compete with companies that offer solutions with similar functionality to our solutions, such as Broadvision and Vignette for targeted marketing solutions and
Just-in-Time for electronic bill presentment and payment solutions. We also compete with businesses delivering financial services through Internet portals, banks marketing
their own Internet-based financial services, and non-bank financial institutions, such as brokerages and insurance companies, seeking to expand the breadth of their Internet product and
services offerings.

We
also face competition from our customers and potential customers who develop their own Internet finance solutions. Rather than purchasing Internet finance solutions and services
from third-party vendors, our customers and potential customers could develop, implement and maintain their own services and applications. We give no assurance that these financial service providers
will perceive sufficient value in our products and services to justify investing in them.

We
believe that our ability to compete successfully depends upon a number of factors, including:



We
expect competition to increase significantly as new companies enter our market and existing competitors expand their product lines and services. In addition, many companies that
provide outsourced Internet finance solutions are consolidating, creating larger competitors with greater resources and more products than us. For example, in the past two years, S1 acquired Edify,
F.I.C.S. and QUp, and Digital Insight acquired nFront.

Intellectual Property

Although we believe our success is more dependent upon our technical expertise than our proprietary rights, our future success and ability to compete is
dependent in part upon our proprietary technology. We have received registrations for Corillian and our logo as our trademarks. We have filed applications to register Corillian Voyager and Corillian
OneSource as our trademarks and have registered corillian.com as a domain name. None of our technology is patented, but we have established an internal patent team of engineers and
in-house counsel to monitor and evaluate as part of the new product development cycle our technologies and business methods for patentability.

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We rely on a combination of contractual rights and copyright, trademark and trade secret laws to establish and protect our proprietary technology. We require all of our employees to
sign an assignment
of patents and inventions agreement and generally enter into confidentiality agreements with our employees, consultants, resellers, customers and potential customers. We also limit access to and
distribution of our source code, and further limit the disclosure and use of other proprietary information. We do not assure you that the steps taken by us in this regard will be adequate to prevent
misappropriation of our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology. We also do not assure you that
we will not infringe upon the intellectual property rights of third parties.

Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain or use our products or technology. In addition, the laws of some
foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. The costs of defending our proprietary rights or claims that we infringe third-party
proprietary rights may be high.

Government Regulation

Numerous federal agencies have recently adopted rules and regulations protecting consumer privacy and establishing guidelines for financial institutions to
follow in selecting technology vendors for solutions such as our solutions. We believe our business does not currently subject us to any of these rules or regulations that would adversely affect our
business. However, these rules and regulations are new and may be interpreted to apply to our business in a manner that could make our business more onerous or costly.

As
the Internet continues to evolve, we expect federal, state and foreign governments to adopt more laws and regulations covering issues such as user privacy, taxation of goods and
services provided over the Internet, pricing, content and quality of products and services. If enacted, these laws and regulations could limit the market for Internet-based financial services.

If
enacted or deemed applicable to us, some laws, rules or regulations applicable to financial service activities could render our business or operations more costly and less viable.
The financial services industry is subject to extensive and complex federal and state regulation, and financial institutions operate under high levels of governmental supervision. Our customers must
ensure our services and related products work within the extensive and evolving regulatory requirements applicable to them. We may become subject to direct regulation as the market for our business
evolves. Federal, state or foreign authorities could adopt laws, rules or regulations affecting our business operations, such as requiring us to comply with data, record keeping and other processing
requirements. Any of these laws, rules or regulations, or new laws, rules and regulations affecting our customers' businesses, could lead to increased operating costs and could also reduce the
convenience and functionality of our services, possibly resulting in reduced market acceptance.

A
number of proposals at the federal, state and local level and by the governments of significant foreign countries would, if enacted, expand the scope of regulation of Internet-based
financial services and could impose taxes on the sale of goods and services and other Internet activities. Any development that substantially impairs the growth of the Internet or its acceptance as a
medium for transaction processing could have a material adverse effect on our business, financial condition and operating results.

Employees

As of December 31, 2000, we had a total of 385 employees, including 180 in operations, 21 in marketing, 64 in sales, 63 in technology and 57 in general
and administration. None of our work force is unionized. We have not experienced any work stoppages and consider our relations with our employees to be good.

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Risk Factors

You should carefully consider the following factors regarding forward-looking statements and other information included in this Annual
Report. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our
business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.

We have a limited operating history and are subject to the risks that our solutions are not adopted by financial service providers or used by consumers.

We
were incorporated in April 1997. Accordingly, we have a limited operating history with which you can evaluate our business and prospects. Our business is new and will not be
successful unless consumers adopt wide usage of Internet-based financial services and financial service providers choose our solutions to deliver those services. In addition, our prospects must be
considered in light of the risks and uncertainties encountered by early stage companies in new and rapidly evolving markets such as the Internet-based financial services market.

We have a history of losses, we expect to continue to incur losses and we may not achieve or maintain profitability.

We
may never generate sufficient revenues for profitability. We have incurred substantial net losses in every quarter since we began operations, and we expect that we will continue to
lose money at least through 2002. We incurred net losses of $33.3 million in 2000, and as of December 31, 2000, we had an accumulated deficit of $46.5 million. In addition, we
plan to increase our operating expenses to expand our sales and marketing operations and professional services organizations, develop new products, expand internationally and continue to build our
operational infrastructure. As a result, we expect to incur significant operating losses on a quarterly and annual basis for the foreseeable future.

Our quarterly results fluctuate significantly and may fall short of anticipated levels, which may cause the price of our common stock to decline.

Our
quarterly operating results have varied in the past and we expect they will continue to vary from quarter to quarter in the future. In future quarters, our operating results may
be below the expectations of public market analysts and investors, which could cause the price of our common stock to decline. In addition, we have difficulty predicting the volume and timing of
orders and recognize a substantial portion of our revenues on a percentage completion of contract basis. Any delays in closing orders or implementation of products or services can cause our operating
results to fall substantially short of anticipated levels for any quarter. As a result of these and other factors, we believe period-to-period comparisons of our historical
results of operations are not necessarily meaningful and are not a good predictor of our future performance.

Our products' lengthy sales cycles may cause revenues and operating results to be unpredictable and to vary significantly from period to period.

The
sale and implementation of our products and services are often subject to delays because of our customers' internal budgets and procedures for approving large capital expenditures
and deploying new technologies within their networks. As a result, the time between the date of initial contact with a potential customer and the execution of a contract with the customer typically
ranges from three to nine months. In addition, our prospective customers' decision-making processes require us to provide a significant amount of information to them regarding the use and benefits of
our products. We may expend substantial funds and management resources during a sales cycle and fail to make the sale.

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If we do not develop international operations as expected or fail to address international market risks, we may not achieve anticipated sales growth.

To
increase our revenues, we are pursuing international sales opportunities and have opened an international office. International expansion of our business may be more difficult or
take longer than we anticipate, and we may not be able to successfully market, sell, deliver and support our products internationally. We will need to develop international sales, professional
services and support organizations, and we will need to form additional relationships with partners worldwide. These activities require significant investments of time and capital from us. If we are
unable to develop international operations and international sales on a timely basis or at all, we may not achieve anticipated sales growth, gross margins or operating results.

If
we are successful in developing international sales, we will be subject to a number of risks associated with international operation, including:



If
we fail to address these risks, our business may be adversely affected.

We may not achieve anticipated revenues if we do not successfully introduce new products or develop upgrades or enhancements to our existing products.

To
date, we have derived substantially all of our revenues from licenses and professional and support services related to Corillian Voyager and its related applications. We expect to
add new products by acquisition, partnering or internal development and to develop enhancements to our existing products. New or enhanced products may not be released on schedule and may not achieve
market acceptance. New products or upgrades to existing products may contain defects when released, which could damage our relationship with our customers or partners and further limit market
acceptance of our products and services. If we are unable to ship or implement new or enhanced products and services when planned, or fail to achieve timely market acceptance of our new or enhanced
products and services, we may lose sales and fail to achieve anticipated revenues.

If our implementation partners or we do not effectively implement our solutions at financial service providers' facilities, we may not achieve anticipated revenues or gross
margins.

Our
solutions are complex and must integrate with complex data processing systems at our customers' facilities. Implementing our solutions at these facilities is a lengthy process,
generally taking between 90 and 270 days to complete. We rely on a combination of internal implementation teams and outsourced implementation teams for this process. If these teams encounter
significant delays in implementing our solutions for a customer or fail to implement our solutions effectively or at all at a customer's facility, we would not be able to recognize revenue from our
contract with that customer and may incur monetary damages or penalties.

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If our solutions do not integrate effectively with applications developed by third parties, we may not achieve anticipated revenues.

A
significant aspect or our strategy involves allowing applications developed by third parties to integrate with our solutions. If we are not successful in developing and maintaining
our solutions so that they can integrate with third-party applications, we may not be successful in marketing our solutions to financial service providers or in partnering with key application
providers in our industry. For example, we entered into agreements with 724 Solutions and Yodlee.com to integrate their solutions with our Corillian Voyager platform. If we do not successfully
integrate the solutions and services of these and other partners, we may not achieve anticipated revenue.

The market for Internet-based financial services has only recently begun to develop, and if consumers do not widely use Internet-based financial services, our business could be
harmed.

We
cannot predict the size of the market for Internet-based financial services, the rate at which that market will grow, or whether consumers will widely accept Internet-based
financial services such as those enabled by our products. Any event that results in decreased consumer use of financial services in general and Internet-based financial services in particular could
harm our business. We expect to continue to depend on Internet-based financial products and services for substantially all of our revenues in the foreseeable future. However, the market for
Internet-based financial services has only recently begun to develop. Critical issues concerning commercial use of the Internet for financial servicesincluding security, reliability, ease
and cost of access, and quality of serviceare still evolving. Changes in economic conditions and unforeseen events, including recession, inflation or other adverse occurrences, may result
in a decline in the use of financial services in general, and less consumer demand for Internet-based financial products and services in particular, each of which could have a material adverse effect
on our business.

Competition in the market for Internet-based financial services is intense and could reduce our sales and prevent us from achieving profitability.

The
market for Internet-based financial services is new, intensely competitive, highly fragmented and rapidly changing. We expect competition to persist and intensify, which could
result in price reductions, reduced gross margins and loss of market share for our products and services.

We
compete with a number of companies in various segments of the Internet-based financial services industry, and our competitors vary in size and in the scope and breadth of the
products and services they offer. Our primary competitors for software platforms designed to enable financial institutions to offer Internet-based financial services, both domestically and
internationally, include S1, Digital Insight, Financial Fusion, Online Resources and Communications and Brokat. We also compete with companies that offer software platforms designed for internal
development of Internet-based financial services
software, such as IBM's WebSphere. Within this segment of our industry, many companies are consolidating, creating larger competitors with greater resources and a broader range of products.

Some
of our applications also compete with companies that offer solutions with similar functionality to our solutions, such as Broadvision and Vignette for targeted marketing
solutions, Just-in-Time for electronic bill presentment and payment solutions, and Yodlee for aggregated financial data solutions. We also compete with businesses delivering
financial services through Internet portals, banks marketing their own Internet-based financial services, and non-bank financial service providers, such as brokerages and insurance
companies, seeking to expand the breadth of their Internet product and services offerings. In addition, our customers may develop competing products. For example, a bank or brokerage may choose to
develop its own software platform for Internet-based financial services. Several of the vendors offering data processing services to financial institutions, including

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EDS, Fiserv, Jack Henry and Metavante (a division of M&I Data Services), also offer Internet banking solutions that compete with our solutions.

Many
of our competitors and potential competitors have a number of significant advantages over us, including:



Our
competitors may also bundle their products in a manner that may discourage users from purchasing our products. Existing and potential competitors may establish cooperative
relationships with each other or with third parties, or adopt aggressive pricing policies to gain market share.

A small number of customers account for a substantial portion of our revenues in each period; our business could suffer if we lose customers or fail to add additional customers
to our customer base.

We
derive a significant portion of our revenues from a limited number of customers in each period. Accordingly, if we fail to close a sale with a major potential customer, if a
contract is delayed or deferred, or if an existing contract expires or is cancelled and we fail to replace the contract with new business, our revenues would be adversely affected. In 2000, Bank One
accounted for approximately 24% of our consolidated revenues. We expect that a limited number of customers will continue to account for a substantial portion of our revenues in each quarter in the
foreseeable future. If a customer terminates a Voyager contract with us early, we would lose ongoing revenue streams from annual maintenance fees, hosting fees, professional service fees and potential
additional license and service fees for additional increments of end users and for other Voyager applications.

If we do not successfully integrate the operations of Hatcher Associates Inc. with our operations, our financial results may suffer.

In
November 2000, we acquired Hatcher Associates Inc. and renamed the company Corillian Services, Inc. This acquisition poses certain risks to our operations, including:



Corillian
Services, Inc. will continue to implement consumer banking software platforms under third party contracts, one of which is with Corillian Corporation. All of these contracts
allow the third parties to terminate the contracts upon as little as 30-days notice. If a Corillian Services, Inc. customer terminates its contract, Corillian Services, Inc. may not be
able to replace that customer's business. Consequently, the consolidated financial results of Corillian Corporation may suffer.

A substantial number of shares of our common stock will become eligible for sale in April 2001, and if a significant number of these shares are sold in the public
market, our stock price may decline.

In
April 2000 we issued 2,625,000 shares of our common stock and a warrant for 250,000 shares of our common stock to several investors in a private placement that occurred
concurrently with our

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initial public offering. All of these shares will become eligible for sale under Rule 144 of the Securities Act of 1933, as amended, in April 2001. In connection with our acquisition of
Hatcher Associates Inc. in November 2000, we agreed to register up to 1,325,963 shares of our common stock on a short-form registration statement on Form S-3
under the Securities Act of 1933, as amended, shortly after April 12, 2001 and no later than April 30, 2001, subject to our right to delay the filing of this registration statement for
up to 90 days if it would interfere with a material transaction for us, such as a financing or acquisition. We are not required to conduct an underwritten offering for the former shareholders
of Hatcher Associates Inc. We will be required to keep this registration statement effective until the earlier of (i) six months from the effective date of the registration statement,
(ii) November 24, 2001, or (iii) the completion of the distribution of the shares registered.

Consolidation in the financial services industry could reduce the number of our customers and potential customers.

As
a result of the mergers and acquisitions occurring in the banking industry today, some of our existing customers could terminate their contracts with us and potential customers
could break off negotiations with us. An existing or potential customer may be acquired by or merged with another financial institution that uses competing Internet-based financial products and
services or does not desire to continue the relationship with us for some other reason, which could result in the new entity terminating the relationship with us.

In
addition, an existing or potential customer may be acquired by or merged with one of our existing customers that licenses our products under a contract with more favorable terms
and that can be
applied to the acquired customer's business operations. This may result a reduction in our anticipated revenue from the acquired customer.

We may not be able to recruit or retain qualified personnel or integrate qualified personnel into our organization.

If
we are unable to hire and retain additional qualified personnel, or if newly hired personnel fail to develop the necessary skills or to reach anticipated productivity levels, we
may not be able to increase sales of our products or expand our business. Our success depends on our ability to attract and retain additional qualified personnel in engineering, marketing,
professional services and sales. Competition for these types of personnel is intense, and these types of personnel may be in limited supply in the area where our principal offices are located.

If we lose key personnel, we could experience reduced sales, delayed product development and diversion of management resources.

Our
success depends largely on the continued contributions of our key management, technical, sales and marketing and professional services personnel, many of whom would be difficult
to replace. If one or more members of our key employees were to resign, the loss of personnel could result in loss of sales, delays in new product development and diversion of management resources. We
do not have employment agreements with our senior managers or other key personnel. We maintain "key person" life insurance in the amount of $2.0 million on our Chief Executive Officer, but this
amount likely would be inadequate to compensate us for the loss of his services.

Acquisitions may be costly and difficult to integrate, divert management resources or dilute shareholder value.

We
have considered strategic acquisitions in the past and in the future may acquire or make investments in complementary companies, products or technologies. We may not be able to
successfully integrate these companies, products or technologies. In connection with these acquisitions or investments, we could:



17

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Future
acquisitions also could pose numerous additional risks to our operations, including:



If we become subject to intellectual property infringement claims, these claims could be costly and time consuming to defend, divert management attention or cause product
delays.

Any
intellectual property infringement claims against us, with or without merit, could be costly and time-consuming to defend, divert our management's attention, or cause
product delays. We expect that software product developers and providers of Internet-based financial services will increasingly be subject to infringement claims as the number of products and
competitors in our industry grows and the functionality of products overlaps. If our products were found to infringe a third party's proprietary rights, we could be required to enter into royalty or
licensing agreements in order to be able to sell our products. Royalty and licensing agreements, if required, may not be available on terms acceptable to us or at all. There has been substantial
litigation in the software and Internet industries regarding intellectual property rights. It is possible that, in the future, third parties may claim that our current or potential future products
infringe their intellectual property.

On
March 20, 2000, S1 Corporation, one of our competitors, filed a patent infringement lawsuit against us. According to the complaint filed by S1, S1 claims that we are
infringing a patent that was issued to S1 in February 2000. S1 seeks injunctive relief prohibiting us from infringing its patent, a court order requiring us to recall all copies of our software that
infringe its patent, an award of unspecified monetary damages and attorneys' fees and costs. We believe, based on discussions with our patent counsel, we do not infringe any valid claims of this
patent. We intend to vigorously contest S1's claims. An outcome that is adverse to us, costs associated with defending the lawsuit and the diversion of management's time and resources to defend the
lawsuit could seriously harm our business and our financial condition.

In
April 2000, KeyBank National Association brought a lawsuit against one of our employees, alleging that the employee violated the terms of confidentiality agreements with
KeyBank and used trade secrets of KeyBank in performing work for us. We investigated the allegations and concluded that the employee did not use trade secrets or confidential information in performing
services for us. We continue to employ this employee. In January 2001, KeyBank named us as a party to the lawsuit, alleging that we used KeyBank's trade secrets and confidential information in
performing work for some of our customers. KeyBank is seeking an injunction and unspecified monetary damages. We filed a counterclaim against KeyBank, alleging that KeyBank used proprietary
information that we disclosed to KeyBank when we shared our technology with them in November 1998. We are seeking an injunction and unspecified monetary damages. We intend to vigorously contest
KeyBank's claims and pursue our counterclaim.

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We may incur substantial losses from non-operating activities, such as our minority investments in other companies, or lose the entire amount we have invested in
other companies.

In
the second quarter of 2000, we made a $3.0 million minority investment in e-Banc, LLC, a Delaware limited liability company. We may be required to contribute an
additional $1.0 million in June 2001. Under applicable accounting rules, our proportionate share of any losses incurred by e-Banc will be reflected on our statement of
operations as a loss from non-operating activities. These losses may be substantial. During fiscal 2000, we incurred $418,000 in losses from non-operating activities as a
result of our investment in e-Banc. In addition, e-Banc is a new company and has no customers or products in market at this time. We may lose a portion or all of our investment
in e-Banc.

We
may in the future make similar investments in other companies. These investments could result in additional losses for us.

New technologies could render our products obsolete.

If we are unable to develop products that respond to changing technology, our business could be harmed. The market for Internet-based financial services is
characterized by rapid technological change, evolving industry standards, changes in consumer demands and frequent new product and service introductions. Advances in Internet technology or in
applications software directed at financial services could lead to new competitive products that have better performance or lower prices than our products and could render our products obsolete and
unmarketable. Our Voyager solutions were designed to run on servers using the Windows NT operating system. If a new software language or operating system becomes standard or is widely adopted in our
industry, we may need to rewrite portions of our products in another computer language or for another operating system to remain competitive.

Defects in our solutions and system errors in our customers' data processing systems after installing our solutions could result in loss of revenues, delay in market acceptance
and injury to our reputation.

Complex
software products like ours may contain undetected errors or defects that may be detected at any point in the life of the product. We have in the past discovered software
errors in our products. After implementation, errors may be found from time to time in our new products or services, our enhanced products or services, or products or services we resell for strategic
partners, such as Yodlee's data aggregation service. These errors could cause us to lose revenues or cause a delay in market acceptance of our solutions or could result in liability for damages,
injury to our reputation or increased warranty costs.

Restrictions on export of encrypted technology could cause us to incur delays in international sales.

Our
software uses encryption technology, the export of which is regulated by the United States government. If the United States adopts new legislation restricting export of software
and encryption technology, we may experience delay or reduction in shipment of our products internationally. Existing or future export regulations could limit our ability to distribute our products
outside of the United States. We cannot effectively control the unauthorized distribution of software across the Internet.

Our products and services must interact with other vendors' products, which may not function properly.

Our
products are often used in transaction processing systems that include other vendors' products, and, as a result, our products must integrate successfully with these existing
systems. System errors, whether caused by our products or those of another vendor, could adversely affect the market acceptance of our products, and any necessary modifications could cause us to incur
significant expenses.

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If we become subject to product liability litigation, it could be costly and time consuming to defend.

Since
our products are used to deliver services that are integral to our customers' businesses, errors, defects or other performance problems could result in financial or other
damages to our customers. Product liability litigation arising from these errors, defects or problems, even if it were unsuccessful, would be time consuming and costly to defend. Existing or future
laws or unfavorable judicial decisions could negate any limitation of liability provisions that are included in our license agreements.

If we are unable to protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our
rights.

Our
future success and ability to compete depends in part upon our proprietary technology, but our protective measures may prove inadequate to protect our proprietary rights. We rely
on a combination of copyright, trademark and trade secret laws and contractual provisions to establish and protect our proprietary rights. None of our technology is patented. We have applied for, but
have not yet obtained, federal trademark registration for some of our marks. If we do not receive approval for registration of
these marks, or our other important trademarks, we may be unable to use these marks without restriction or prevent others from using these marks.

Despite
our efforts to protect our intellectual property, a third party could copy or otherwise obtain our software or other proprietary information without authorization, or could
develop software competitive to ours. Our competitors may independently develop similar technology, duplicate our products or design around our intellectual property rights. In addition, the laws of
some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States, and we expect the use of our products will become more difficult to monitor if
we increase our international presence. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets or know-how or to determine their scope, validity
or enforceability. Enforcing or defending our intellectual property rights is expensive, could cause the diversion of our resources and may not prove successful. If we are unable to protect our
intellectual property, we may lose a valuable competitive advantage.

Increasing government regulation of the Internet and the financial services industry could limit the market for our products and services, impose on us liability for
transmission of protected data and increase our expenses.

Numerous
federal agencies have recently adopted rules and regulations protecting consumer privacy and establishing guidelines for financial institutions to follow in selecting
technology vendors for solutions such as our solutions. We believe our business does not currently subject us to any of these rules or regulations that would adversely affect our business. However,
these rules and regulations are new and may be interpreted to apply to our business in a manner that could make our business more onerous or costly.

As
the Internet continues to evolve, we expect federal, state and foreign governments to adopt more laws and regulations covering issues such as user privacy, taxation of goods and
services provided over the Internet, pricing, content and quality of products and services. If enacted, these laws and regulations could limit the market for Internet-based financial services.

If
enacted or deemed applicable to us, some laws, rules or regulations applicable to financial service activities could render our business or operations more costly and less viable.
The financial services industry is subject to extensive and complex federal and state regulation, and financial institutions operate under high levels of governmental supervision. Our customers must
ensure our services and related products work within the extensive and evolving regulatory requirements applicable to them. We may become subject to direct regulation as the market for our business
evolves. Federal, state or foreign authorities could adopt laws, rules or regulations affecting our business operations, such

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as requiring us to comply with data, record keeping and other processing requirements. Any of these laws, rules or regulations, or new laws, rules and regulations affecting our customers' businesses,
could lead to increased operating costs and could also reduce the convenience and functionality of our services, possibly resulting in reduced market acceptance.

A
number of proposals at the federal, state and local level and by the governments of significant foreign countries would, if enacted, expand the scope of regulation of Internet-based
financial services and could impose taxes on the sale of goods and services and other Internet activities. Any development that substantially impairs the growth of the Internet or its acceptance as a
medium for transaction processing could have a material adverse effect on our business, financial condition and operating results.

Network or Internet security problems could damage our reputation and business.

Unknown security risks may result in liability to us and also may deter financial service providers from purchasing our products and deter consumers of
financial services from using our products or services. We rely on standard Internet security systems, all of which are licensed from third parties, to provide the security and authentication
necessary to effect secure transmission of data over the Internet. Our networks may be vulnerable to unauthorized access, computer viruses and other disruptive problems. In addition, advances in
computer capabilities, new discoveries in the field of cryptography or other events or developments may render our Internet security measures inadequate. Someone who is able to circumvent security
measures could misappropriate proprietary information or cause interruptions in our Internet operations. We may need to expend significant capital or other resources protecting against the threat of
security breaches or alleviating problems caused by breaches. Eliminating computer viruses and alleviating other security problems may result in interruptions, delays or cessation of service to users
accessing Internet sites that deliver our services, any of which could harm our business.

You should not rely on our forward-looking statements.

This document contains forward-looking statements that involve risks and uncertainties that may cause our actual results to differ materially from any
forward-looking statement. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could,"
"may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider various factors, including the risks described above, located in our registration statements and reports filed with the
Securities and Exchange Commission, and contained in our press releases from time to time.

We
do not guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this
document to conform them to actual results or to changes in our expectations.

Item 2. Properties

Our corporate headquarters are located in Hillsboro, Oregon. We lease approximately 122,000 square feet at our World Campus, and the lease for this space
expires in October 2007. We lease approximately 7,300 square feet in London, England, which serves as our international headquarters. This is a five-year lease, but we have the
right to terminate it at the end of each year. From time to time, we lease office space in foreign countries on a daily or weekly basis. We do not own or lease any other properties or facilities.

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Item 3. Legal Proceedings

On March 20, 2000, S1 Corporation, one of our competitors, filed a patent infringement lawsuit against us in the Northern District Court of Georgia.
According to the complaint filed by S1, S1 claims that we are infringing a patent that was issued to S1 in February 2000. S1 seeks injunctive relief prohibiting us from infringing its patent, a court
order requiring us to recall all copies of our software that infringe its patent, an award of unspecified monetary damages and attorneys' fees and costs. We believe, based on advice from our patent
counsel, that we do not infringe any valid claims of this patent. We are vigorously contesting S1's claims. An outcome that is adverse to us, costs associated with defending the lawsuit and the
diversion of management's time and resources to defend the lawsuit could seriously harm our business and our financial condition.

In
April 2000, KeyBank National Association brought a lawsuit in the Court of Common Pleas in Cuyahoga County, Ohio against one of our employees, alleging that the employee
violated the terms of confidentiality agreements with KeyBank and used trade secrets of KeyBank in performing work for us. We investigated the allegations and concluded that the employee did not use
trade secrets or confidential information in performing services for us. We continue to employ this employee. In
January 2001, KeyBank named us as a party to the lawsuit, alleging that we used KeyBank's trade secrets and confidential information in performing work for some of our customers. KeyBank is
seeking an injunction and unspecified monetary damages. We filed a counterclaim against KeyBank, alleging that KeyBank used proprietary information that we disclosed to KeyBank when we shared our
technology with them in November 1998. We are seeking an injunction and unspecified monetary damages. We intend to vigorously contest KeyBank's claims and pursue our counterclaim.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

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PART II

Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters

Our Common Stock is traded on the Nasdaq National Market under the symbol "CORI". Public trading of the Common Stock commenced on April 12, 2000. Prior
to that, there was no public market for the Common Stock. The following table sets forth, for the periods indicated, the high and low sale price per share of the Common Stock as reported by the Nasdaq
National Market:

Year ended December 31, 2000

High

LowSecond Quarter (from April 12, 2000)

$
32.81

$
6.88Third Quarter

$
18.00

$
7.00Fourth Quarter

$
17.06

$
9.38


As
of March 16, 2001, our common stock was held by an estimated 219 shareholders. Brokers and other institutions hold many of such shares on behalf of shareholders.

We
have never declared or paid any cash dividends on our Common Stock. We currently intend to retain our earnings, if any, for use in our business and do not anticipate paying any
cash dividends in the foreseeable future.

The
effective date of the Registration Statement for the Company's initial public offering, filed on Form S-1 under the Securities Act of 1933 (Registration
Statement Number 333-95513), was April 12, 2000. The class of securities registered was Common Stock. The managing underwriters in the offering were Credit Suisse First Boston,
Chase H&Q, Donaldson, Lufkin & Jenrette and Friedman Billings Ramsey.

Pursuant
to the Registration Statement, the Company registered and sold 4,600,000 shares of its Common Stock to an underwriting syndicate at an initial public offering price of $8.00
per share. Simultaneous with the closing of the initial public offering, the Company received an additional $21.0 million from the sale of 2,625,000 shares of Common Stock at $8.00 per share in
private placements to 724 Solutions, Inc. ($7.0 million), Lehman Brothers Holdings Inc. ($7.0 million) and Huntington Bancshares Inc. ($7.0 million).
Additionally, simultaneous with the closing of the initial public offering, Bank One Corporation purchased a warrant for 250,000 shares of Common Stock for approximately $1.4 million. This
warrant was immediately exercisable and has a term of three years.

We
realized $54.7 million in proceeds from our initial public offering and concurrent private placement and warrant issuance, net of discounts, commissions and issuance costs.

We
have used, and continue to expect to use, the proceeds from the sale of Common Stock for general corporate purposes, including working capital. A portion of the proceeds may also
be used to acquire or invest in complementary companies, product lines, products or technologies. Pending such uses, we have invested the net proceeds from the sale of Common Stock in investment
grade, interest-bearing securities. None of the net proceeds of the offering were paid by the Company, directly or indirectly, to any director, officer or general partner of the Company or any of
their associates, or to any persons owning ten percent or more of any class of the Company's equity securities, or any affiliates of the Company.

Item 6. Selected Financial Data

The following selected financial data and other operating information are derived from our consolidated financial statements, which have been audited by KPMG
LLP, independent auditors. The tables shown below represent portions of our consolidated financial statements and are not complete. This selected financial data should be read in conjunction with
"Management's Discussion and Analysis

23

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of Financial Condition and Results of Operations" and our consolidated Financial Statements and related notes included elsewhere in this report. Historical results are not necessarily indicative of
the results of operations in future periods.

|                                           |                   | Period From
April 9, 1997
(date of
inception) To
December 31,
1997 |        |       |   |        |       |   |        
|------------------------------------------ | ----------------- | ------------------------------------------------------------------ | ------ | ----- | - | ------ | ----- | - | -------
|
|
|
|Consolidated Statement of Operations Data: |                   |                                                                    |        |       |   |        |       |   |        
|Revenue                                    |                   | $                                                                  | 399    |       | $ | 3,393  |       | $ | 7,736  
|Gross profit                               |                   |                                                                    | 81     |       |   | 1,499  |       |   | 1,085  
|Loss from operations                       |                   |                                                                    | (1,423 | )     |   | (1,927 | )     |   | (10,393
|Net loss                                   |                   |                                                                    | (1,396 | )     |   | (1,831 | )     |   | (9,994 
|Net loss per share:                        |                   |                                                                    |        |       |   |        |       |   |        
|                                           | Basic and diluted |                                                                    | $      | (0.38 | ) | $      | (0.24 | ) | $      
|Weighted average shares:                   |                   |                                                                    |        |       |   |        |       |   |        
|                                           | Basic and diluted |                                                                    |        | 3,771 |   |        | 7,427 |   |        

|                                           |  | December 31,
|------------------------------------------ |  | ------------
|
|
|Consolidated Balance Sheet Data:           |  |             
|Cash and cash equivalents                  |  | $           
|Investments                                |  |             
|Working capital (deficit)                  |  |             
|Total assets                               |  |             
|Debt and capital leases, long-term portion |  |             
|Redeemable convertible preferred stock     |  |             
|Total shareholders' equity (deficit)       |  |             

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The discussion in this report contains forward-looking statements that involve risks and uncertainties. Corillian's actual results could differ materially from
those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors,"
included elsewhere in this report. When used in this document, the words "believes," "expects," "anticipates," "intends," "plans" and similar expression, are intended to identify certain of these
forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking statements. The cautionary statements made in this document should be read as being applicable to all related forward-looking
statements wherever they appear in this document.

24

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We license software and provide professional services to financial service providers, such as banks, brokerages, insurance companies and financial portals.
Corillian Voyager is a software platform combined with a set of applications for Internet banking, electronic bill presentment and payment, targeted marketing, data aggregation and online customer
relationship management. Our recently-introduced Voyager Standard Edition (SE) is a hosted Internet banking solution tailored to the specific needs of small to mid-sized
financial institutions looking for the same scalability and reliability of Corillian Voyager in a more rapidly deployable, economical solution. Voyager SE services include Internet banking, bill
payment and the complete integration of the Open Financial Exchange (OFX) data standard

Substantially
all of our revenue is derived from licensing our software and performing professional services for our customers. These professional services include implementation,
custom software engineering, consulting, maintenance, training and hosting. In most cases, we recognize revenues for licenses, implementation and custom engineering services using the percentage of
completion method. Revenue relating to maintenance services is recognized ratably over the term of the associated maintenance contract. Revenues derived from training, hosting and consulting services
are recognized as the services are performed. We generally license Voyager on an end user basis, with our initial license fee based on a fixed number of end users. As a customer increases its
installed base of end users beyond the initial fixed number of end users, our software license requires the customer to pay us an additional license fee to cover additional increments of end users.
For customers that provide us
with significant strategic advantages, we have in the past and may in the future charge discounted license fees based on an unlimited number of end users.

Cost
of revenues consists primarily of salaries and related expenses for professional service personnel and outsourced professional service providers who are responsible for the
implementation and customization of our software and for maintenance and support personnel who are responsible for software maintenance. Our cost of revenues also includes a royalty and purchases of
equipment and materials. In connection with the purchase of the Voyager technology in 1997, we agreed to pay a royalty of seven percent of our revenues, up to a maximum of $1.75 million, which
we have fully recognized and paid as of December 31, 2000. From time to time to accommodate specific customers, we resell equipment and materials to these customers, and the expenses associated
with the purchase of this equipment and materials is included within the cost of revenues in the year in which the resale occurs.

Since
incorporation, we have incurred substantial costs to develop and market our technology and to provide professional services. As a result, we have incurred net losses in each
quarter of operation since inception and have accumulated a deficit of $46.5 million as of December 31, 2000. As we continue to grow our professional services, sales and marketing and
research and development organizations and market our solutions both domestically and internationally, we anticipate that our cost of revenues and operating expenses will increase substantially in
future quarters. Our limited operating history makes it difficult to forecast future operating results. As a result of the rapid evolution of our business and our limited operating history, we believe
period-to-period comparisons of our results of operations, including our revenues and costs of revenues and operating expenses as a percentage of sales, are not necessarily
indicative of our future performance.

To
date, our results of operations are substantially derived from operations in the United States. Customers who individually accounted for more than 10% of our revenue on a
consolidated basis represented 47%, 32% and 24% of our total revenues for the years ended December 31, 1998, 1999 and 2000, respectively.

A
key component of our strategy is to increase our international sales. 21 of the largest 25 financial institutions in the world are located outside of the United States, and industry
sources

25

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estimate that by 2004 there will be 29.5 million consumers in Europe accessing retail banking services through electronic delivery channels, including the Internet and mobile phones. In the
second quarter of fiscal 2000, we opened an office in London, England. As of December 31, 2000, we had 18 employees based outside of the United States.



In November 2000, we acquired Hatcher Associates Inc. (Hatcher), a software integration, implementation and consulting company focused on
applications for consumer banking. Under the terms of the Stock Purchase Agreement dated November 24, 2000, between Hatcher and Corillian, approximately 1.9 million shares of Corillian
Common Stock were issued or reserved for issuance for all outstanding shares of Hatcher. Corillian also assumed outstanding options for 212,700 shares of the common stock of Hatcher, which converted
into fully vested options for 41,581 shares of Corillian common stock. The acquisition was accounted for using the purchase method of accounting and, accordingly, the net assets and results of
operations of Hatcher have been included in Corillian's consolidated financial statements since the acquisition date. Of the total purchase price of $25.7 million, approximately $3.7 was
allocated to tangible assets acquired, offset by approximately $1.4 million of liabilities assumed, and the remainder was allocated to intangible assets, including customer relationships of
$2.6 million, workforce of $1.8 million and goodwill of $19.0 million. The estimate of fair value of the net assets acquired is based on an independent appraisal and management
estimates. Goodwill and customer relationships will be amortized over their estimated useful lives of three years and workforce will be amortized over its estimated useful life of two years.

In
April 2000, Corillian issued an aggregate of 138,638 shares of our Common Stock to acquire InterTech Systems, Inc. (InterTech), a Minnesota corporation, which was a
developer of data aggregation intellectual property and technology. Of the 138,638 shares of Corillian common stock issued, 69,319 of these shares are held in escrow for one year to secure the
indemnification obligations of the InterTech shareholders. Following the provisions of SFAS 86,Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise
Marketedduring 2000, Corillian recorded approximately $1.3 million in research and development expenses consisting of $1.1 million relating to the 138,638 shares
issued to InterTech and $228,000 for consulting and other services relating to the acquisition in connection with the InterTech transaction.

26

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The following table sets forth the periods indicated, the percentage of revenues represented by certain lines in our consolidated statements of operations.

|                         |                                                   | Year Ended December 31, |     
|------------------------ | ------------------------------------------------- | ----------------------- | ----
|
|Revenue                  |                                                   | 100.0                   | %   
|Cost of revenues         |                                                   | 55.8                    |     
|                         |                                                   |                         |     
|Gross profit             |                                                   | 44.2                    |     
|                         |                                                   |                         |     
|Operating expenses:      |                                                   |                         |     
|                         | Sales and marketing                               |                         | 24.8
|                         | Research and development                          |                         | 39.9
|                         | General and administrative                        |                         | 36.3
|                         | Amortization of intangible assets                 |                         |    
|                         | Amortization of deferred stock-based compensation |                         |    
|                         |                                                   |                         |     
|Total operating expenses |                                                   | 101.0                   |     
|                         |                                                   |                         |     
|Loss from operations     |                                                   | (56.8                   | )   
|Other income, net        |                                                   | 2.8                     |     
|                         |                                                   |                         |     
|Net loss                 |                                                   | (54.0                   | )%  
|                         |                                                   |                         |     



Revenues increased from $3.4 million for 1998, to $7.7 million for 1999, to $30.9 million for 2000. The increase in revenues each year was
primarily due to sales to an increased number of customers, an increase in our average transaction size and an increase in the number of our professional services personnel working on projects. We
believe that our customer growth resulted from greater market acceptance of our solutions. The operations of Corillian Services, Inc., which we acquired on November 24, 2000, contributed
approximately $1.2 million to our consolidated revenue for 2000.



Cost of revenues consists primarily of salaries and related expenses for professional service personnel and outsourced professional service providers who are
responsible for the implementation and customization of our software and for maintenance and support personnel who are responsible for
software maintenance. Cost of revenues increased from $1.9 million for 1998, to $6.7 million for 1999, to $22.5 million in 2000. Gross profit decreased as a percentage of revenues
from 44.2% for 1998 to 14.0% in 1999 primarily due to two factors. First, we incurred higher than anticipated expenses for outsourced professional service providers as our professional services
personnel focused their efforts on implementing more complex and customized solutions for a larger number of customers and addressing Year 2000 issues associated with third-party products. We
increased the number of our professional services personnel from 10 at December 31, 1998 to 51 at December 31, 1999 to reduce the need for

27

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service outsourcing. Second, our customer contracts provided for a fixed implementation fee, which was less than the cost of the time and materials required to complete implementation of some of our
more complex projects.

Gross
profit increased as a percentage of revenues from 14.0% in 1999 to 27.1% in 2000. The increase from 1999 to 2000 was primarily due to our shift to time and materials pricing in
early 2000, the cessation of our royalty obligation during the third quarter of 2000 and our improved utilization of professional services personnel. We increased the number of our professional
services personnel from 51 at December 31, 1999 to 180 at December 31, 2000 to increase our capacity to service a larger customer base. Many of these personnel have been utilized to
provide maintenance and support services, but the number of our fully implemented projects have not been sufficient to generate significant maintenance and support revenues, resulting in negative
gross margins on maintenance and support. We have also performed services under fixed implementation fee contracts that we entered into before 2000. Under some of these contracts, the implementation
fee we charged was less than the cost of the time and materials required to complete full implementation. We now use a method of pricing for the implementation of our solutions that more accurately
reflects the actual time and materials required to complete implementation.

Although
we expanded our internal professional services capacity through our acquisition of Hatcher Associates Inc. in November 2000, we anticipate that the growth of
our customer base will cause us to continue to utilize outsourced service providers to perform implementation services on some of our projects. In the first quarter of 2000, we entered into agreements
with several large contractors to provide professional services on some of our projects, and we expect to rely on a combination of these contractors and our expanded internal staff to service our
growing customer base. The costs associated with outsourced service providers are greater than the costs of our internal staff; therefore, our gross profit is generally less on projects on which we
use outsourced service providers rather than our internal staff.

In
connection with the purchase of the Voyager technology in 1997, we agreed to pay a royalty of seven percent of our revenue, up to a maximum of $1.75 million. Corillian
recorded $294,000, $493,000 and $935,000 in royalty expenses for the years ended December 31, 1998, 1999 and 2000, respectively. We
completed our requirements under the royalty agreement during 2000 and have paid the entire royalty obligation as of December 31, 2000.



Sales and Marketing Expenses.Sales and marketing expenses consist of salaries, commissions, and related expenses for
personnel involved in marketing, sales and support functions, as well as costs associated with trade shows and other promotional activities. Sales and marketing expenses increased from $840,000 for
1998, to $4.1 million for 1999, to $15.6 million for 2000. The increase was primarily attributable to the expansion of our sales and marketing organization, and to a lesser extent,
increased sales commissions associated with higher revenues and higher expenses associated with increased brand awareness efforts. We expect to continue to invest in our sales and marketing
organizations both domestically and internationally to expand our customer base and increase brand awareness. We also anticipate sales and marketing expenses as a percentage of revenues will fluctuate
from period to period in the near term depending on when new personnel are hired, the timing of new marketing programs and the levels of revenues recognized in each period. In fiscal 2000, we incurred
direct sales and marketing expenses of $1.8 million for our sales and marketing personnel based outside of the United States.

Research and Development Expenses.Research and development expenses consist primarily of salaries and related expenses
for engineering personnel and costs of materials and equipment associated with the design, development and testing of our products. Research and development

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expenses increased from $1.4 million for 1998, to $3.2 million for 1999, to $13.6 million for 2000. The increase over the prior year periods was primarily attributable to the
expansion of our research and development organization, increased product development efforts and, to a lesser extent, increased costs of materials and equipment. The increase is also attributable to
$1.3 million of expenses incurred during the second quarter of 2000 related to the acquisition of InterTech. We anticipate increased research and development expenses in the future as we hire
additional engineering personnel and fund the development of new products and enhancements to existing products.

General and Administrative Expenses.General and administrative expenses consist of salaries and related expenses for
executive, finance, human resources, legal, information systems management and administration personnel, as well as professional fees, corporate facility expenses and other general corporate expenses.
General and administrative expenses increased from $1.2 million for 1998, to $3.3 million for 1999, to $8.1 million for 2000. The increase from 1998 to 2000 was primarily
attributable
to the expansion of our general and administrative personnel from six at the end of 1998 to 31 at the end of 1999 to 57 at the end of 2000. The remaining increase was attributable to expenses
necessary to support our growing operations. We expect general and administrative expenses to increase in absolute dollars as we add personnel and incur additional expenses related to the anticipated
growth of our business, the management of our international operations and our operation as a public company. In fiscal 2000, we incurred direct general and administrative expenses of $473,000 for our
general and administrative personnel based outside of the United States.

Amortization of Intangible Assets.Amortization of intangible assets was $676,000 in 2000, reflecting amortization of
customer relationships, workforce and goodwill acquired as part of our acquisition of Hatcher Associates Inc. in November 2000.

Amortization of Deferred Stock-based Compensation.We recorded deferred stock-based compensation of $3.8 million
and $6.8 million in connection with stock options granted during 1999 and 2000, respectively. This amount represents the difference between the exercise price of stock options granted to
employees and the fair value of our common stock at the time of the grants. In addition, this amount includes the fair value of stock options granted to non-employees. This amount is being
amortized over the respective vesting periods of these options on an accelerated basis. For the years ended December 31, 1999 and 2000, amortization of deferred stock-based compensation was
$967,000 and $5.6 million, respectively. We expect amortization of approximately $2.6 million, $1.2 million, $382,000 and $30,000 for fiscal years 2001, 2002, 2003 and 2004,
respectively, related to these stock options.



Other income, net, consists primarily of interest earned on cash and cash equivalents and short-term investments, gains and losses recognized upon
sale of our assets, interest expense, our share of earnings and losses in joint venture investments, and other miscellaneous items. Other income, net, increased from $96,000 in 1998, to $399,000 for
1999, to $1.9 million in 2000, mainly as a result of interest earned on increased cash and cash equivalents balances as a result of funds raised in our initial public offering in
April 2000.



No provision for federal and state income taxes was recorded for 1998, 1999 or 2000 because we had incurred net operating losses in each of those years.

As
of December 31, 2000, we had federal and state net operating loss carryforwards of $35.7 million and foreign net operating loss carryforwards of approximately
$1.4 million that expire in various amounts beginning in 2012. We had net deferred tax assets, including our net operating loss

29

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carryforwards and tax credits, of $18.8 million as of December 31, 2000. A valuation allowance has been recorded for the net deferred tax asset balance as a result of uncertainties
regarding the realization of the asset balance. See note 4 of the notes to the consolidated financial statements.



Since our inception, we have financed our operations primarily through private sales of preferred stock and through common stock issued in our initial public
offering and concurrent private placement. Our private sales of preferred stock had provided aggregate net proceeds of $31.4 million as of December 31, 2000. In April 2000, we
completed our initial public offering by issuing 4,600,000 shares of common stock (including the exercise of the underwriters' over-allotment option), issued 2,625,000 shares of common
stock in a private placement which occurred concurrently with the closing of our initial public offering, and issued a warrant to purchase 250,000 shares of common stock. We realized
$54.7 million in proceeds from these sales, net of discounts, commissions and issuance costs.

At
December 31, 2000, we had $49.2 million in cash and cash equivalents consisting of cash, commercial paper and municipal bonds with original maturities less than
90 days. In January 2000, we obtained a $3.0 million equipment line of credit with a financial institution of which $2.3 million was outstanding at December 31,
2000. In November 2000, we obtained a $5.0 million equipment line of credit with a financial institution of which $3.8 million was outstanding at December 31, 2000.

Net
cash used in operating activities was $8.6 million and $19.7 million for the years ended December 31, 1999 and 2000, respectively. Cash used in operations
resulted primarily from net losses net of non-cash expenses including depreciation and amortization of deferred stock-based compensation and intangible assets, and increases in our
accounts receivable and revenue in excess of billing, offset in part by growth in accounts payable, accrued liabilities and deferred revenue. During the year ended December 31, 2000, we paid
the entire $1.75 million of our royalty obligation.

Net
cash used in investing activities was $13.1 million and $1.9 million for the years ended December 31, 1999 and 2000, respectively. Net cash used in investing
activities in 2000 was primarily attributable to the purchases of property, plant and equipment of $8.5 million and our $3.0 million cash investment in
e-Banc LLC, offset by net proceeds from the maturities and purchases of short-term investments of $10.4 million. Net cash used to acquire Hatcher Associates Inc. in November 2000
was $738,000. We may be required to contribute an additional $1.0 million to e-Banc LLC in June 2001. We expect that, in the future, any cash in excess of current
requirements will be invested in short-term, investment-grade securities.

Net
cash provided by financing activities was $30.0 million and $62.2 million for the years ended December 31, 1999 and 2000, respectively. Net cash provided by
financing activities in 2000 consisted primarily of the net proceeds of $54.7 million from the issuance of common stock in our initial public offering, the private placement which occurred
concurrently with the closing of our initial public offering and the issuance of a warrant to purchase 250,000 shares of common stock. We received proceeds of $6.8 million from borrowings under
our line of credit arrangements. Additionally, we received proceeds of $753,000 and $726,000 for the issuance of common shares under stock options and the employee stock purchase plan, respectively.
We made principal payments of $823,000 on long term debt and capital lease obligations.

In
May 2000, we entered into a lease for our new corporate headquarters, which is located in Hillsboro, Oregon and consists of approximately 122,000 square feet. The lease has
a term of seven years, but we have the right to renew the lease for a term of five years on two separate occasions. Under the terms of this lease, our monthly rent ranges from approximately $214,000
in the first year to approximately $244,000 in the seventh year.

30

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In January 2001, we entered into a lease for our new international corporate headquarters, which is located in London, England, and consists of approximately 7,300 square feet.
This is a five-year lease, but we have the right to terminate it at the end of each year. Under the terms of this lease, we are obligated to pay approximately $488,000 per annum, with such
rent paid in equal quarterly installments over the term of the lease. From time to time, we lease office space in foreign countries on a daily or weekly basis.

We
have no material financing commitments other than obligations under our line of credit facilities and operating and capital leases. Future capital requirements will depend on many
factors, including the timing of research and development efforts and the expansion of our operations, both domestically and internationally. We believe our current cash and cash equivalents will be
sufficient to meet our working capital requirements for at least the next 12 months. Thereafter, we may find it necessary to obtain additional equity or debt financing. If additional financing
is required, we may not be able to raise it on acceptable terms or at all. Additional financing could result in dilution to our shareholders. If we are unable to obtain additional financing, we may be
required to reduce the scope of our planned
research and development and sales and marketing efforts, as well as the further development of our infrastructure.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk



We develop products in the United States and market our products and services in the United States, and to a lesser extent in Europe, Asia and Australia. As a
result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Because nearly all of our revenue is
currently denominated in United States dollars, a strengthening of the dollar could make our products less competitive in foreign markets.

We
do not use derivative financial instruments for speculative purposes. We do not engage in exchange rate hedging or hold or issue foreign exchange contracts for trading purposes. We
do have foreign-based operations where transactions are denominated in foreign currencies and are subject to market risk with respect to fluctuations in the relative value of currencies. Currently, we
have operations in the United Kingdom and conduct transactions in the local currency. To date, the impact of fluctuations in the relative fair value of other currencies has not been material.



At December 31, 2000, we had cash and cash equivalents of $49.2 million, which consist mainly of cash and highly liquid short-term
commercial paper and taxable municipal bonds. Our investments may be subject to interest rate risk and will decrease in value if market interest rates increase. A decline in interest rates over a
sustained period would reduce our interest income. Substantially all of our revenues recognized to date have been denominated in United States dollars and substantially all of our revenues are from
customers in the United States. Although substantially all of our revenues have been from United States customers, we expect to recognize more significant revenues from international markets, and
those revenues will likely be denominated in currency from those international markets. As a result, our operating results could become subject to significant fluctuations based upon changes in the
exchange rates of the international currencies in those markets in relation to the United States dollar and could be harmed.

31

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Item 8. Financial Statements and Supplementary Data

The following documents are filed as part of this report:



The
following consolidated financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:

INDEX TO FINANCIAL STATEMENTS

PageIndependent Auditors' Report

F-1Consolidated Balance Sheets as of December 31, 1999 and 2000

F-2Consolidated Statements of Operations for the years ended December 31, 1998, 1999 and 2000

F-3Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) for the years ended December 31, 1998, 1999 and 2000

F-4Consolidated Statements of Cash Flow for the years ended December 31, 1998, 1999 and 2000

F-5Notes to Consolidated Financial Statements

F-6




Financial
statement schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statement notes
thereto.



The
Selected Quarterly Results of Operations required by this Item 8 are included in note 12 to the Consolidated Financial Statements.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information called for by Part III, Item 10, is included in the Company's Proxy Statement relating to the Company's annual meeting of shareholders to be
held on May 8, 2001, and is incorporated herein by reference. Such Proxy Statement will be filed within 120 days of December 31, 2000, the Company's fiscal year end.

Item 11. Executive Compensation

Information called for by Part III, Item 11, is included in the Company's Proxy Statement relating to the Company's annual meeting of shareholders to be
held on May 8, 2001, and is incorporated herein by reference. Such Proxy Statement will be filed within 120 days of December 31, 2000, the Company's fiscal year end.

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Item 12. Security Ownership of Certain Beneficial Owners and Management

Information called for by Part III, Item 12, is included in the Company's Proxy Statement relating to the Company's annual meeting of shareholders to be
held on May 8, 2001, and is incorporated herein by reference. Such Proxy Statement will be filed within 120 days of December 31, 2000, the Company's fiscal year end.

Item 13. Certain Relationships and Related Transactions

Information called for by Part III, Item 13, is included in the Company's Proxy Statement relating to the Company's annual meeting of shareholders to be
held on May 8, 2001, and is incorporated herein by reference. Such Proxy Statement will be filed within 120 days of December 31, 2000, the Company's fiscal year end.

PART IV

Item 14. Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Stock Purchase Agreement, dated as of November 24, 2000, by and among Corillian Corporation, Hatcher and the Shareholders of Hatcher (incorporated by reference from Exhibit 2.1 of Corillian's report on Form 8-K filed on December 7,
 2000)                                                                                                                               
|2.2         |  | Escrow Agreement, dated as of November 24, 2000, by and among Corillian Corporation, all of the Shareholders of Hatcher, Scott C. Collins, as agent and representative of the Shareholders of Hatcher, and ChaseMellon Shareholder Services,
L.L.C., as escrow agent (incorporated by reference from Exhibit 2.2 of Corillian's report on Form 8-K filed on December 7, 2000)
|3.1         |  | Articles of Incorporation (incorporated by reference to Exhibit 3.2 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                                 
|3.2         |  | Bylaws (incorporated by reference to Exhibit 3.4 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                                                    
|4.1         |  | Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                          
|4.2         |  | Form of Warrant Issued to Bank One                                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                                              

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|10.1  |  | Corillian's Amended and Restated 2000 Stock Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Corillian's 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                  
|10.3  |  | Corillian's Amended and Restated 1997 Stock Option Plan (incorporated by reference to Exhibit 10.3 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                                    
|10.4  |  | Lease between Carramerica Realty Corporation and Corillian, dated May 22, 2000 (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended March 31, 2000)                                 
|10.5  |  | Loan Agreement between Corillian Corporation and Silicon Valley Bank, dated November 9, 2000                                                                                                                                       
|10.6  |  | Sub-underlease among Systems Union Limited, Corillian International Limited and Corillian Corporation, dated February 8, 2001                                                                                                      
|10.7  |  | Master Loan and Security Agreement between Corillian and Transamerica Business Credit Corporation, dated as of January 28, 2000 (incorporated by reference to Exhibit 10.7 of Corillian's Form S-1, as amended, File No. 333-95513)
|10.8  |  | Form of Stock Option Agreement with certain employees (incorporated by reference to Exhibit 10.9 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                                      
|10.9  |  | Voyager License Agreement between Registrant and Wachovia Operational Services Corporation, dated December 21, 1999 (incorporated by reference to Exhibit 10.4 of Corillian's Form S-1, as amended, File No. 333-95513)            
|10.10 |  | Employment Agreement, dated as of November 24, 2000, between Corillian Corporation and David Hatcher (incorporated by reference from Exhibit 10.10 of Corillian's report on Form 8-K filed on December 7, 2000)                    
|10.11 |  | Form of Severance Agreement with Ashok Sharma, Graham Rose, William Shrimpton, Gene Bates and Melvin Gevisser (incorporated by reference from Exhibit 10.11 of Corillian's report on Form 8-K filed on December 7, 2000)           
|10.12 |  | Employment Agreement, dated as of January 23, 2001, between Corillian Corporation and Alex Hart                                                                                                                                    
|21.1  |  | Subsidiaries of the Company                                                                                                                                                                                                        
|24.1  |  | Power of Attorney (see page 35).                                                                                                                                                                                                   

---



Report
on Form 8-K regarding the acquisition of Hatcher Associates Inc. as filed with the Securities and Exchange Commission on December 7, 2000.
Amendment No. 1 to this Form 8-K was filed with the Securities and Exchange Commission on February 1, 2001.

34

---



Independent Auditors' Report

The
Board of Directors
Corillian Corporation:

We
have audited the accompanying consolidated balance sheets of Corillian Corporation as of December 31, 1999 and 2000, and the related consolidated statements of operations,
redeemable convertible preferred stock and shareholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Corillian Corporation as of
December 31, 1999 and 2000, and the results of its operations and cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.



Portland,
Oregon
February 9, 2001

F-1

---



CORILLIAN CORPORATION        Consolidated Balance Sheets        (in thousands, except share data)

|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | December 31,                                                                                 |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ------
|
|Assets                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       |                                                                                              |       
|Current assets:                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  | Cash and cash equivalents                                                                                                                                                                                                                             |                                                                                              | $     
|                                                                                                                                                                                                                                                  | Investments                                                                                                                                                                                                                                           |                                                                                              |       
|                                                                                                                                                                                                                                                  | Accounts receivable                                                                                                                                                                                                                                   |                                                                                              |       
|                                                                                                                                                                                                                                                  | Other receivables                                                                                                                                                                                                                                     |                                                                                              |       
|                                                                                                                                                                                                                                                  | Revenue in excess of billings                                                                                                                                                                                                                         |                                                                                              |       
|                                                                                                                                                                                                                                                  | Prepaid expenses and deposits                                                                                                                                                                                                                         |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total current assets                                                                         |       
|Property and equipment, net                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                       |                                                                                              | 2,927 
|Intangible assets, net                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       |                                                                                              |      
|Investment in joint venture                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                       |                                                                                              |      
|Other assets                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                       |                                                                                              | 69    
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total assets                                                                                 |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|Liabilities, Redeemable Convertible Preferred Stock and Shareholders' (Deficit) Equity                                                                                                                                                            |                                                                                                                                                                                                                                                       |                                                                                              |       
|Current liabilities:                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  | Accounts payable                                                                                                                                                                                                                                      |                                                                                              | $     
|                                                                                                                                                                                                                                                  | Accrued liabilities                                                                                                                                                                                                                                   |                                                                                              |       
|                                                                                                                                                                                                                                                  | Deferred revenue                                                                                                                                                                                                                                      |                                                                                              |       
|                                                                                                                                                                                                                                                  | Current portion of capital lease obligations                                                                                                                                                                                                          |                                                                                              |       
|                                                                                                                                                                                                                                                  | Current portion of long-term debt                                                                                                                                                                                                                     |                                                                                              |       
|                                                                                                                                                                                                                                                  | Other current liabilities                                                                                                                                                                                                                             |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total current liabilities                                                                    |       
|Capital lease obligations, less current portion                                                                                                                                                                                                   |                                                                                                                                                                                                                                                       |                                                                                              | 177   
|Long-term debt, less current portion                                                                                                                                                                                                              |                                                                                                                                                                                                                                                       |                                                                                              |      
|Other long-term liabilities                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                       |                                                                                              |      
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total liabilities                                                                            |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|Redeemable convertible preferred stock, no par value; 14,723,223 and 0 shares issued and outstanding at December 31, 1999 and 2000, respectively, aggregate liquidation preference of $33,000 and $0 at December 31,
 1999 and 2000, respectively |                                                                                                                                                                                                                                                       |                                                                                              | 31,501
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|Commitments and contingencies                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                       |                                                                                              |       
|Shareholders' (deficit) equity:                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  | Convertible preferred stock, no par value; 40,000,000 shares authorized, liquidation preference of $910 and $0 at December 31, 1999 and 2000, respectively; 1,639,730 and 0 shares issued and outstanding at
December 31, 1999 and 2000, respectively |                                                                                              |       
|                                                                                                                                                                                                                                                  | Common stock, no par value; 150,000,000 shares authorized; 7,253,550 and 34,136,940 shares issued and outstanding at December 31, 1999 and 2000, respectively                                                                                         |                                                                                              |       
|                                                                                                                                                                                                                                                  | Deferred stock-based compensation                                                                                                                                                                                                                     |                                                                                              |       
|                                                                                                                                                                                                                                                  | Accumulated other comprehensive income                                                                                                                                                                                                                |                                                                                              |       
|                                                                                                                                                                                                                                                  | Accumulated deficit                                                                                                                                                                                                                                   |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total shareholders' (deficit) equity                                                         |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       | Total liabilities, redeemable convertible preferred stock and shareholders' (deficit) equity |       
|                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                       |                                                                                              |       

See accompanying notes to consolidated financial statements.

F-2

---



CORILLIAN CORPORATION        Consolidated Statements of Operations        (in thousands, except per share data)

|                                                                                                                                        |                                                                                                                                                      | Year Ended December 31,                    |      
|--------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | -----
|
|Revenues                                                                                                                                |                                                                                                                                                      | $                                          | 3,393
|Cost of revenues, excluding $0, $55 and $587 in 1998, 1999 and 2000, respectively, of amortization of deferred stock-based compensation |                                                                                                                                                      |                                            | 1,894
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Gross profit                               |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|Operating expenses:                                                                                                                     |                                                                                                                                                      |                                            |      
|                                                                                                                                        | Sales and marketing, excluding $0, $432 and $3,270 in 1998, 1999 and 2000, respectively, of amortization of deferred stock-based compensation        |                                            |      
|                                                                                                                                        | Research and development, excluding $0, $39 and $448 in 1998, 1999 and 2000, respectively, of amortization of deferred stock-based compensation      |                                            |      
|                                                                                                                                        | General and administrative, excluding $0, $441 and $1,256 in 1998, 1999 and 2000, respectively, of amortization of deferred stock-based compensation |                                            |      
|                                                                                                                                        | Amortization of intangible assets                                                                                                                    |                                            |      
|                                                                                                                                        | Amortization of deferred stock-based compensation                                                                                                    |                                            |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Total operating expenses                   |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Loss from operations                       |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|Other income:                                                                                                                           |                                                                                                                                                      |                                            |      
|                                                                                                                                        | Interest income                                                                                                                                      |                                            |      
|                                                                                                                                        | Other income, net                                                                                                                                    |                                            |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Total other income                         |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Net loss                                   |      
|Redeemable convertible preferred stock accretion                                                                                        |                                                                                                                                                      |                                            |     
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|                                                                                                                                        |                                                                                                                                                      | Net loss attributed to common shareholders |      
|                                                                                                                                        |                                                                                                                                                      |                                            |      
|Basic and diluted net loss per share                                                                                                    |                                                                                                                                                      | $                                          | (0.24
|Shares used in computing basic and diluted net loss per share                                                                           |                                                                                                                                                      |                                            | 7,427

See
accompanying notes to consolidated financial statements.

F-3

---



CORILLIAN CORPORATION        Consolidated Statements of Redeemable Convertible Preferred Stock and        Shareholders' Equity (Deficit)        (in thousands,
except share data)

|                                                                                   |  |             |   |   |         | Shareholders' Equity (Deficit) |           
|---------------------------------------------------------------------------------- |  | ----------- | - | - | ------- | ------------------------------ | ----------
|
|
|
|
|Balance, December 31, 1997                                                         |  |            |   | $ |        |                                | 1,729,730 
|Receipts on stock subscriptions receivable                                         |  |            |   |   |        |                                |          
|Net loss                                                                           |  |            |   |   |        |                                |          
|                                                                                   |  |             |   |   |         |                                |           
|Balance, December 31, 1998                                                         |  |            |   |   |        |                                | 1,729,730 
|Exercise of common stock options                                                   |  |            |   |   |        |                                |          
|Conversion of Series A convertible preferred stock into common stock               |  |            |   |   |        |                                | (90,000   
|Purchase of common stock                                                           |  |            |   |   |        |                                |          
|Issuance of Series B redeemable convertible preferred stock, net of issuance costs |  | 7,817,516   |   |   | 6,983   |                                |          
|Issuance of Series C redeemable convertible preferred stock, net of issuance costs |  | 6,905,707   |   |   | 24,416  |                                |          
|Accretion of redeemable convertible preferred stock                                |  |            |   |   | 102     |                                |          
|Receipts on stock subscriptions receivable                                         |  |            |   |   |        |                                |          
|Deferred stock-based compensation                                                  |  |            |   |   |        |                                |          
|Amortization of deferred stock-based compensation                                  |  |            |   |   |        |                                |          
|Net loss                                                                           |  |            |   |   |        |                                |          
|                                                                                   |  |             |   |   |         |                                |           
|Balance, December 31, 1999                                                         |  | 14,723,223  |   | $ | 31,501  |                                | 1,639,730 
|Issuance of common stock in initial public offering, net of issuance costs         |  |            |   |   |        |                                |          
|Issuance of common stock in business combinations                                  |  |            |   |   |        |                                |          
|Conversion of Series A convertible preferred stock                                 |  |            |   |   |        |                                | (1,639,730
|Conversion of Series B and C redeemable convertible preferred stock                |  | (14,723,223 | ) |   | (31,601 | )                              |          
|Exercise of common stock options                                                   |  |            |   |   |        |                                |          
|Issuance of common shares under employee stock purchase plan                       |  |            |   |   |        |                                |          
|Issuance of common stock for services                                              |  |            |   |   |        |                                |          
|Accretion of redeemable convertible preferred stock                                |  |            |   |   | 100     |                                |          
|Deferred stock-based compensation                                                  |  |            |   |   |        |                                |          
|Amortization of deferred stock-based compensation                                  |  |            |   |   |        |                                |          
|Foreign currency translation gain                                                  |  |            |   |   |        |                                |          
|Net loss                                                                           |  |            |   |   |        |                                |          
|                                                                                   |  |             |   |   |         |                                |           
|Balance, December 31, 2000                                                         |  |            |   | $ |        |                                |          
|                                                                                   |  |             |   |   |         |                                |           

See accompanying notes to consolidated financial statements.

F-4

---



CORILLIAN CORPORATION        Consolidated Statements of Cash Flows        (in thousands)

|                                                                         |                                                                             | Year Ended December 31,                                           |                                            
|------------------------------------------------------------------------ | --------------------------------------------------------------------------- | ----------------------------------------------------------------- | -------------------------------------------
|
|Cash flows from operating activities:                                    |                                                                             |                                                                   |                                            
|                                                                         | Net loss                                                                    |                                                                   | $                                          
|                                                                         | Adjustments to reconcile net loss to net cash used in operating activities: |                                                                   |                                            
|                                                                         |                                                                             | Depreciation and amortization                                     |                                            
|                                                                         |                                                                             | Amortization of deferred stock-based compensation                 |                                            
|                                                                         |                                                                             | Amortization of intangible assets                                 |                                            
|                                                                         |                                                                             | Purchased technology                                              |                                            
|                                                                         |                                                                             | Issuance of common stock for services                             |                                            
|                                                                         |                                                                             | Equity in losses of joint venture                                 |                                            
|                                                                         |                                                                             | Gain on sale of assets                                            |                                            
|                                                                         |                                                                             | Changes in operating assets and liabilities, net of acquisitions: |                                            
|                                                                         |                                                                             |                                                                   | Accounts receivable                        
|                                                                         |                                                                             |                                                                   | Other receivables                          
|                                                                         |                                                                             |                                                                   | Revenue in excess of billings              
|                                                                         |                                                                             |                                                                   | Prepaid expenses, deposits and other assets
|                                                                         |                                                                             |                                                                   | Accounts payable and accrued liabilities   
|                                                                         |                                                                             |                                                                   | Deferred revenue                           
|                                                                         |                                                                             |                                                                   | Other liabilities                          
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|Cash flows from investing activities:                                    |                                                                             |                                                                   |                                            
|                                                                         | Purchase of property and equipment                                          |                                                                   |                                            
|                                                                         | Purchase of investments                                                     |                                                                   |                                            
|                                                                         | Proceeds from the maturities of investments                                 |                                                                   |                                            
|                                                                         | Net cash used in business acquisitions                                      |                                                                   |                                            
|                                                                         | Investment in joint venture                                                 |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|Cash flows from financing activities:                                    |                                                                             |                                                                   |                                            
|                                                                         | Proceeds from issuance of preferred stock, net of issuance costs            |                                                                   |                                            
|                                                                         | Proceeds from the issuance of common stock, net of issuance costs           |                                                                   |                                            
|                                                                         | Proceeds from line of credit borrowings, net                                |                                                                   |                                            
|                                                                         | Repurchase of common stock                                                  |                                                                   |                                            
|                                                                         | Receipts on stock subscriptions receivable                                  |                                                                   |                                            
|                                                                         | Principal payments on capital lease obligations                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|                                                                         |                                                                             |                                                                   |                                            
|Cash and cash equivalents at beginning of year                           |                                                                             |                                                                   | 768                                        
|                                                                         |                                                                             |                                                                   |                                            
|Cash and cash equivalents at end of year                                 |                                                                             | $                                                                 | 290                                        
|                                                                         |                                                                             |                                                                   |                                            
|Supplemental disclosures of cash flow information:                       |                                                                             |                                                                   |                                            
|                                                                         | Cash paid during the period for:                                            |                                                                   |                                            
|                                                                         |                                                                             | Interest                                                          |                                            
|                                                                         |                                                                             | Income taxes                                                      |                                            
|Supplemental disclosures of non-cash investing and financing activities: |                                                                             |                                                                   |                                            
|                                                                         | Property and equipment acquired through capital leases                      |                                                                   |                                            
|                                                                         | Recorded through business combinations:                                     |                                                                   |                                            
|                                                                         |                                                                             | Assets                                                            |                                            
|                                                                         |                                                                             | Liabilities                                                       |                                            
|                                                                         |                                                                             | Common shares                                                     |                                            

See accompanying notes to consolidated financial statements.

F-5

---



CORILLIAN CORPORATION        Notes to Consolidated Financial Statements

(1) Description of Company

Corillian is a provider of solutions that enable banks, brokers, financial portals and other financial service providers to rapidly deploy Internet-based
financial services. Corillian's solutions allow consumers to conduct financial transactions, view personal and market financial information, pay bills and access other financial services on the
Internet. Corillian Voyager is a software platform combined with a set of applications for Internet banking, electronic bill presentment and payment, targeted marketing, data aggregation and online
customer relationship management. Corillian also offers a variety of services to support its customers throughout the process of implementing and maintaining its solutions.

(2) Summary of Significant Accounting Policies



F-6

---



F-7

---



F-8

---



F-9

---



F-10

---



Year Ended December 31,1998

1999

2000Shares issuable under stock options

402,867

739,837

2,808,204Shares issuable under warrants





46,826Shares issuable for acquisitions





24,642Shares of convertible preferred stock

1,729,730

8,892,479

2,132,597

9,632,316

2,879,672




F-11

---



F-12

---



(3) Balance Sheet Components



1999

2000(in thousands)Computer equipment and software

$
2,580

$
9,356Furniture, fixtures and other equipment


571


1,993Leasehold improvements


101


2,4903,252


13,839Less accumulated depreciation and amortization


(325
)

(2,355
)$
2,927

$
11,484




1999

2000(in thousands)Payroll and related expenses

$
706

$
3,793Employee stock purchase plan withholdings





706Accrued acquisition costs





2,379Royalties


814


Accrued sales taxes


383


410Other accrued liabilities


194


635$
2,097

$
7,923


F-13

---

(4) Income Taxes



1998

1999

2000Federal statutory rate

(34
)%
(34
)%
(34
)%Increases (decreases) resulting from:State income taxes, net of federal tax benefit

(4
)
(4
)
(4
)Change in valuation allowance

50

40

40Research and experimentation credits

(12
)
(2
)
(2
)
%

%

%




1999

2000(in thousands)Deferred tax assets:Research and experimentation credit carryforwards

$
384

$
1,059Accrued expenses and allowances


217


358Deferred compensation


371


2,504Net operating loss carryforwards


4,307


13,764Foreign net operating loss carryforwards





422Capitalized research and development


154


102Goodwill





416Other


14


171Total gross deferred tax assets


5,447


18,796Less valuation allowance


(5,412
)

(18,552
)35


244Deferred tax liabilities:Depreciable assets


35


244Total gross deferred tax liabilities


35


244Net deferred tax assets

$


$





F-14

---



(5) Redeemable Convertible Preferred Stock



(6) Shareholders' Equity



F-15

---



(7) 1997 and 2000 Stock Option Plans



F-16

---



Number Of Shares

Weighted Average
Exercise PriceGranted

796,666

$
0.47Exercised




Cancelled

(383,333
)

(0.39
)Balance December 31, 1998

930,000


0.32Granted

2,913,667


0.99Exercised

(132,667
)

(0.53
)Cancelled

(91,776
)

(0.65
)Balance December 31, 1999

3,619,224


0.84Granted

3,968,438


9.59Exercised

(1,220,160
)

0.62Cancelled

(541,295
)

4.16Balance December 31, 2000

5,826,207


6.54


F-17

---

The
following table summarizes information regarding stock options outstanding and exercisable as of December 31, 2000:

Options Outstanding

Options ExercisableExercise
Price

Number
Of Shares

Weighted-
Average
Remaining
Contractual
Life

Weighted-
Average
Exercise
Price

Exercisable
Number
Of Shares

Weighted-
Average
Exercise
Price$
0.15-0.56

421,333

2.85

$
0.50

299,406

$
0.470.60

638,540

3.54


0.60

191,851


0.600.62

200,000

2.91


0.62

183,334


0.621.50

701,961

3.86


1.50

218,219


1.501.75-1.88

312,701

6.13


1.84

75,461


1.883.77

1,100,600

7.47


3.77

211,202


3.776.40-9.94

411,169

9.49


9.23

41,259


6.7210.00

986,000

9.61


10.00




10.50-19.25

863,903

9.47


16.48

195


10.5019.50

190,000

9.36


19.50




5,826,207






1,220,927


At
December 31, 2000, 995,855 shares were available for grant.

Corillian
has elected to follow APB No. 25,Accounting for Stock Issued to Employees, and interpretations, to account for its employee stock
option plan. Under APB No. 25, no compensation expense is recognized when the exercise price of Corillian's employee stock options is equal to or greater than the fair value of the underlying
stock on the date of grant. Deferred stock-based compensation is recorded for those situations where the exercise price of an option was lower than the fair value for financial reporting purposes of
the underlying common stock. Corillian recorded deferred stock-based compensation of $0, $3.7 million and $6.7 million for the years ended December 31, 1998, 1999 and 2000, respectively.
Amortization of stock-based compensation is being amortized on an accelerated basis over the vesting period of the stock option award, generally three or four years, consistent with the method
prescribed in FASB Interpretation No. 28.

During
1999 and 2000, the Company issued 33,333 and 6,667 stock options to non-employees, respectively. The fair value of these stock options measured at the time of grant, using the
Black-Scholes option pricing model and applying the assumptions in the table below, totaled $149,000 and $125,000, respectively. These amounts, which are included in deferred stock-based compensation,
were to be amortized over the stock option vesting period. During 2000, Corillian accelerated the vesting period of these options. In accordance with FASB Interpretation No. 44, Corillian was
required to remeasure the fair value of these options and record compensation expense equal to the difference between the total compensation expense calculated after the options are remeasured less
previously recognized compensation expense. Amortization of stock-based compensation related to these options was $0, $15,000 and $259,000 for the years ended December 31, 1998, 1999 and 2000,
respectively.

F-18

---

The per share weighted-average fair value, as determined by applying the Black-Scholes option pricing model to stock options granted under the Plan was $0.25, $1.28 and $7.40 during the years ended
December 31, 1998, 1999 and 2000, respectively, using the following weighted-average assumptions:

Year Ended December 31,1998

1999

2000Risk free interest rate

5.4
%
5.6
%
5.5
%Expected volatility

100
%
100
%
100
%Expected life in years

3.5

3.5

3.85Dividend yield








Had
the stock-based compensation for Corillian's stock based plans and ESPP been determined based on the provisions of SFAS No. 123, net loss and basic and diluted net loss per share would have
been as follows:

Year Ended December 31,1998

1999

2000(in thousands, except
per share data)Pro forma net loss attributed to common shareholders

$
(1,925
)
$
(10,795
)
$
(35,324
)Pro forma basic and diluted net loss per share

$
(0.26
)
$
(1.46
)
$
(1.41
)


(8) Commitments and Contingencies



F-19

---



F-20

---



1999

2000(in thousands)Computer and other equipment

$
276

$
1,294Less accumulated depreciation


(18
)

(135
)$
258

$
1,159




Capital
Leases

Operating
Leases(in thousands)Year ending December 31:2001

$
521

$
2,7652002


499


3,4662003


350


3,5252004


1


3,5962005





3,340Total minimum lease payments


1,371

$
16,692Less amounts representing interest


(254
)Present value of minimum lease payments


1,117Less current portion


(384
)Long-term portion of minimum lease payments

$
733




F-21

---



1999

2000(in thousands)Line of credit facility due 2003 with an interest rate of 17.2% at December 31, 2000

$


$
2,319Line of credit facility due 2005 with an interest rate of 8.6% at December 31, 2000





3,812


6,131Less current portion





(1,599
)$


$
4,532


(9) Segment Information



F-22

---



Year Ended December 31,1998

1999

2000(in thousands)Customer A

$
928

$
1,333

$
169Customer B





1,147


2,031Customer C


681





144Customer D








7,282




Year Ended December 31,1998

1999

2000(in thousands)License and professional services

3,242

7,131

29,153Post-contractual support

19

191

841Hosting

132

387

406OneSource services



27

4533,393

7,736

30,853


(10) Related Party Transactions



F-23

---



(11) Acquisitions



F-24

---



1999

2000(in thousands, except per share data)Revenues

$
21,415

$
44,491Net loss


(17,399
)

(41,060
)Basic and diluted net loss per share


(1.89
)

(1.53
)


F-25

---

(12) Quarterly Financial InformationUnaudited

A
summary of quarterly financial information follows:

Quarter Ended 1999March 31

June 30

September 30

December 31(in thousands, except per share data)Total revenue

$
1,405

$
1,337

$
2,287

$
2,707Cost of revenue


762


1,232


2,045


2,612Operating loss


(352
)

(1,414
)

(2,619
)

(6,008
)Net loss


(327
)

(1,334
)

(2,557
)

(5,776
)Net loss per share,
diluted and basic


(0.04
)

(0.18
)

(0.34
)

(0.80
)


Quarter Ended 2000March 31

June 30

September 30

December 31(in thousands, except per share data)Total revenue

$
3,256

$
5,723

$
9,515

$
12,359Cost of revenue


2,938


4,568


6,977


8,016Operating loss


(7,825
)

(9,932
)

(8,247
)

(9,165
)Net loss


(7,612
)

(9,173
)

(7,592
)

(8,878
)Net loss per share, diluted and basic


(0.32
)

(0.34
)

(0.24
)

(0.27
)




F-26

---

INDEX TO EXHIBITS

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Stock Purchase Agreement, dated as of November 24, 2000, by and among Corillian Corporation, Hatcher and the Shareholders of Hatcher (incorporated by reference from Exhibit 2.1 of Corillian's report on Form 8-K filed on December 7,
 2000)                                                                                                                               
|2.2         |  | Escrow Agreement, dated as of November 24, 2000, by and among Corillian Corporation, all of the Shareholders of Hatcher, Scott C. Collins, as agent and representative of the Shareholders of Hatcher, and ChaseMellon Shareholder Services,
L.L.C., as escrow agent (incorporated by reference from Exhibit 2.2 of Corillian's report on Form 8-K filed on December 7, 2000)
|3.1         |  | Articles of Incorporation (incorporated by reference to Exhibit 3.2 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                                 
|3.2         |  | Bylaws (incorporated by reference to Exhibit 3.4 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                                                    
|4.1         |  | Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                                          
|4.2         |  | Form of Warrant Issued to Bank One                                                                                                                                                                                                                                                                                                                                           
|10.1        |  | Corillian's Amended and Restated 2000 Stock Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                                                                                                                                                              
|10.2        |  | Corillian's 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                                                                                            
|10.3        |  | Corillian's Amended and Restated 1997 Stock Option Plan (incorporated by reference to Exhibit 10.3 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                                                                                                                                                                              
|10.4        |  | Lease between Carramerica Realty Corporation and Corillian, dated May 22, 2000 (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended March 31, 2000)                                                                                                                                                                           
|10.5        |  | Loan Agreement between Corillian Corporation and Silicon Valley Bank, dated November 9, 2000                                                                                                                                                                                                                                                                                 
|10.6        |  | Sub-underlease among Systems Union Limited, Corillian International Limited and Corillian Corporation, dated February 8, 2001                                                                                                                                                                                                                                                
|10.7        |  | Master Loan and Security Agreement between Corillian and Transamerica Business Credit Corporation, dated as of January 28, 2000 (incorporated by reference to Exhibit 10.7 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                          
|10.8        |  | Form of Stock Option Agreement with certain employees (incorporated by reference to Exhibit 10.9 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000)                                                                                                                                                                                                
|10.9        |  | Voyager License Agreement between Registrant and Wachovia Operational Services Corporation, dated December 21, 1999 (incorporated by reference to Exhibit 10.4 of Corillian's Form S-1, as amended, File No. 333-95513)                                                                                                                                                      
|10.10       |  | Employment Agreement, dated as of November 24, 2000, between Corillian Corporation and David Hatcher (incorporated by reference from Exhibit 10.10 of Corillian's report on Form 8-K filed on December 7, 2000)                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                              

---

|10.11 |  | Form of Severance Agreement with Ashok Sharma, Graham Rose, William Shrimpton, Gene Bates and Melvin Gevisser (incorporated by reference from Exhibit 10.11 of Corillian's report on Form 8-K filed on December 7, 2000)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | Employment Agreement, dated as of January 23, 2001, between Corillian Corporation and Alex Hart                                                                                                                         
|21.1  |  | Subsidiaries of the Company                                                                                                                                                                                             
|24.1  |  | Power of Attorney (see page 35).                                                                                                                                                                                        

---

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