FORM 10-K

Index Company Profile Financial Highlights Dear Fellow Shareholders Question and Answer with the CEO ASP Solutions HealtheWare HealthWeb Complementary Business Milestones Form 10-K Report of Independent Accountants Balance Sheets Statements of Operations Statements of Comprehensive Loss Statement of Stockholders' Equity (Deficit) Statements of Cash Flows Notes to Consolidated Financial Statements Valuation and Qualifying Accounts Corporate Information

PART III ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    The following table sets forth specified information with respect to the beneficial ownership of our common stock as of February 28, 2001 by: (1) each person (or group of affiliate persons) who is known by us to beneficially own 5% or more of our outstanding common stock; (2) each of the Named Executive Officers; (3) each of our directors; and (4) all directors and executive officers as a group.    The beneficial ownership is calculated based on 36,771,893 shares of our common stock outstanding as of February 28, 2001. Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable within 60 days of February 28, 2001 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage of each other person. To our knowledge, except pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares set forth opposite such person's name. Unless otherwise indicated, the business address of such stockholder is c/o The TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach, California 92660.   NUMBER OF SHARES   BENEFICIALLY OWNED NAME AND ADDRESS OF BENEFICIAL OWNERS NUMBER PERCENTAGE IMS Health Incorporated   200 Nyala Farms   Westport, CT 06880 12,142,857 33% Delphi Ventures IV, L.P. Delphi BioInvestments IV, L.P.   3000 Sand Hill Road   Building One, Suite 135   Menlo Park, CA 94025 2,736,014 7% FMR Corp(1)   82 Devonshire St., R25C   Boston, MA 02109-3614 2,378,372 6% Raymond D. Croghan(2)   275 South Main St., Ste. 105   Longmont, CO 80501 2,182,281 6% David M. Thomas(3) 12,142,857 33% Jeffrey H. Margolis(4) 2,688,700 7% Donald J. Lothrop(5) 2,736,014 7% William E. Fisher(6) 322,595 <1% Willard A. Johnson, Jr 400 <1% Paul F. LeFort(7) 44,900 <1% Eric D. Sipf 8,000 <1% Daniel J. Spirek(8) 332,500 <1% Michael J. Sunderland 38,036 <1% Anthony Bellomo(9) 97,562 <1% Gail H. Knopf(10) 31,700 <1% All executive officers and directors as a group (11 persons)(11) 18,443,264 50% (1) FMR Corp is the parent holding company of Fidelity Ventures Limited, Fidelity Investors Limited Partnership and Fidelity Investors II Limited Partnership, all of which own shares of our common stock. (2) 550,000 of these shares are subject to an option granted by Mr. Croghan to Mr. Margolis, with a term of five years and an exercise price of $6.50 per share. (3) Consists of 12,142,857 shares held by IMS Health Incorporated. Mr. Thomas is the Chairman of the Board and Chief Executive Officer of IMS Health Incorporated and disclaims beneficial ownership of such shares. (4) 1,708,700 shares are held by Jeffrey H. Margolis and his wife, in their capacities as trustees of the Margolis Family Trust, over which the trustees have shared voting power. 300,000 shares are held in two additional trusts over which Mr. Margolis has sole voting power and Mr. Margolis disclaims beneficial ownership in 150,000 of such shares. The remaining 10,000 shares are held by Jeffrey H. Margolis. Includes options for 550,000 shares of common stock granted by Mr. Croghan to Mr. Margolis, which are immediately exercisable. Also includes Mr. Margolis' options for 120,000 shares of common stock, which are exercisable within 60 days of February 28, 2001. (5) Consists of 2,736,014 shares held by Delphi Ventures IV, L.P. and Delphi BioInvestments IV, L.P. Mr. Lothrop is a Managing Member of Delphi Management Partners IV, LLC, the general partner of Delphi Ventures IV, L.P. and Delphi BioInvestments IV, L.P., and disclaims beneficial ownership of the 2,736,014 shares except to the extent of his pecuniary interest. Mr. Lothrop's business address is the same as that of Delphi. (6) Includes options for 10,000 shares of common stock which are exercisable within 60 days of February 28, 2001. Also includes 162,595 shares of common stock held by KFS Management, Inc. Mr. Fisher owns 50% of the issued and outstanding stock of KFS and is an officer and director of KFS and disclaims beneficial ownership of the 162,595 shares except to the extent of his pecuniary interest. (7) Includes options for 10,000 shares of common stock, which are exercisable within 60 days of February 28, 2001. Also includes 23,000 shares held by Mr. LeFort's wife, as trustee of a trust of which she is the sole beneficiary, and Mr. LeFort disclaims beneficial ownership of such shares. (8) Includes options for 27,500 shares of common stock, which are exercisable within 60 days of February 28, 2001. (9) Includes 92,562 shares of restricted stock. (10) Includes options for 27,500 shares of common stock, which are exercisable within 60 days of February 28, 2001. (11) Includes options for 745,000 shares of common stock, which are exercisable within 60 days of February 28, 2001.