SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, 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, 2001    Commission File Number 000-21685


                       INTELIDATA TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

    DELAWARE                                              54-1820617
 (State of incorporation)                (I.R.S. Employer Identification Number)

             11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191
                    (Address of Principal Executive Offices)
                                 (703) 259-3000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                   Name of Each Exchange on Which Registered
-------------------                   ------------------------------------------
                              NONE

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock par value $0.001 per share

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 such 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 registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on March 8, 2002, was approximately $98,332,000.  In determining this
figure,  the  Registrant  has assumed that all of its  directors  and  executive
officers are affiliates.  Such assumptions should not be deemed to be conclusive
for any other purpose.

The number of shares of the registrant's Common Stock outstanding on March 8,
2002 was 49,022,634.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of InteliData  Technologies  Corporation's Proxy Statement for its 2002
Annual  Stockholder  Meeting are incorporated by reference into Part III of this
Report.


<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION

                         2001 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I

Item 1.  Business..............................................................3

Item 2.  Properties............................................................9

Item 3.  Legal Proceedings.....................................................9

Item 4.  Submission of Matters to a Vote of Stockholders.......................9


PART II

Item 5.  Market for Registrant's Common Stock and Related Stockholder
          Matters.............................................................11

Item 6.  Selected Financial Data..............................................12

Item 7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations...............................................13

Item 7a. Quantitative and Qualitative Disclosures about Market Risk...........29

Item 8.  Financial Statements and Supplementary Data..........................30

Item 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure............................................51


PART III

Item 10. Directors and Executive Officers of the Registrant...................51

Item 11. Executive Compensation...............................................51

Item 12. Security Ownership of Certain Beneficial Owners and Management.......51

Item 13. Certain Relationships and Related Transactions.......................51


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.....51

Signatures ...................................................................54


<PAGE>


PART I
======

ITEM 1.  BUSINESS
-----------------

GENERAL

     InteliData  Technologies   Corporation   ("InteliData"  or  the  "Company")
provides the real-time financial  processing  infrastructure to enable financial
institutions  ("FI's")  to  provide  services  over the  Internet.  The  Company
develops and markets software products and consulting services for the financial
services  industry.  InteliData  also  services  the  emerging  electronic  bill
presentment and payment  ("EBPP") market with the development of its end-to-end,
biller-to-consumer EBPP solutions.

     Our products and services are designed to assist consumers in accessing and
transacting  business  with their  FI's  electronically,  and to assist  FI's in
connecting to and transacting business with third party processors.  The Company
also serves as an Application  Service  Provider  ("ASP") by providing  Internet
hosting and service bureau solutions to FI's, including bankcard issuers.

     On January 11, 2001,  InteliData  acquired Home Account Holdings,  Inc. and
its operating subsidiary,  Home Account Network, Inc., by means of the merger of
one of the  Company's  wholly  owned  subsidiaries  with and into  Home  Account
Holdings, with Home Account Holdings surviving the merger. Home Account Holdings
is now a wholly owned  subsidiary of InteliData.  This acquisition was accounted
for as a purchase.  As a result of the  Company's  acquisition  of Home  Account
Holdings,  InteliData  now offers a suite of  UNIX-based  Internet  banking  and
electronic bill  presentment and payment products and services in an application
services provider environment.

     The  Company's  principal  executive  offices are located at 11600  Sunrise
Valley Drive,  Suite 100,  Reston,  Virginia 20191,  and its telephone number is
(703) 259-3000.

INDUSTRY BACKGROUND

     The Company provides software products and implementation  services to FI's
whose  processes  and  systems  are subject to  regulatory  approvals.  Internet
banking and EBPP are developing marketplaces. FI's are gradually expanding their
Internet  banking  services to permit  customers  not only to access  historical
account  information from remote  locations,  but also to engage in transactions
such as receiving  and/or  paying bills and  transferring  funds.  The Company's
future growth and profitability  will depend, in part, upon consumer  acceptance
of Internet  banking and EBPP  processes and the speed at which such  acceptance
occurs.

     EBPP  has  been  in  existence  for  over a  decade  but  has  not  enjoyed
significant   consumer  adoption  due  to  cost,  service  quality  and  service
availability  factors.  Adoption  has been gaining  momentum as  consumers  have
gravitated  to the  Internet.  Historically  banks  have  outsourced  their bill
payment  services to third party  payment  processors  to execute  bill  payment
transactions initiated by consumers on behalf of the bank.

     In 2001,  the Company saw  increased  efforts of FI's to examine their bill
payment  operations as the  progression  of such services for customers  grew in
strategic  importance  within the  industry.  This  resulted in the  addition of
several new  customers  for the Company,  including  First Union and  Washington
Mutual.  Our  in-house  revenue  included  increases  in  recurring  revenue and
software  maintenance  fees from our existing  customers  such as National City,
First Hawaiian,  and Bank of the West, BB&T,  First Tennessee,  Bank of America,
CitiBank,  Associated Bank and four Corporate Credit Union processors.  Further,
the  Company   completed  its  next   generation  of  payment  system   products
(InteliWorks(TM)  CSP),  which were designed to provide FI's with the ability to
connect to payment switches,  receive presented bills and pay bills in the least
costly manner. InteliWorks(TM) CSP was certified with Spectrum, a payment switch
established  by JP Morgan  Chase,  Wells  Fargo  and  Wachovia/First  Union,  in
September 2001 and was the first such product to be certified.

     Banks who implement  our system are able to use our Least Cost  Routing(TM)
capabilities  to save a potentially  significant  amount on remittance  expense.
Transactions  routed by our Least  Cost  Routing(TM)  software  to  Spectrum  or

<page>
MasterCard RPPS should result in substantial savings compared to what the market
currently  charges for such  transactions  through other service  providers.  To
achieve  these  savings,  the FI's must  utilize a Payment  Warehouse,  a biller
directory and a Least Cost Routing(TM)  gateway,  all of which InteliData offers
through a license arrangement or on an ASP environment.

PRODUCTS AND SERVICES

     The  Company's  business  strategy  is to develop  products  and  services,
including  software,  to meet  the  needs  of FI's and  their  customers  in the
Internet banking and EBPP markets.  The Company strives to develop products with
broad appeal that are  easy-to-use,  practical and built around common  industry
standards.  In addition,  the  products  and  services the Company  develops are
designed to support not only Internet access, but also other access methods that
are newly developing. The Company currently supports Wireless access and the new
InteliWorks(TM)  architecture  has been  designed to  accommodate  requests from
customers  to add  additional  channels  of access  such as a  Personal  Digital
Assistant ("PDA").

     The  Company   offers  its  clients   consulting   services  to  assist  in
implementation,  training and  customization  on a time and materials basis, and
provides  maintenance  and support  services and software  upgrades  pursuant to
agreements that are typically  renewable on an annual basis.  Additionally,  the
Company offers consulting  services regarding the application and feasibility of
implementing  Internet  banking  products within the FI's computer  environment.
InteliData  also serves as an ASP  solution to meet the  anticipated  growth and
demands of  providing  Internet  banking  and EBPP  outsourcing  services to its
customers.

     The Company  currently  offers  products  and services in four major areas:
Internet  Banking,  Interpose(R)  OFX  Gateway,  Card  Solutions(TM),  and  EBPP
Solutions.

Internet Banking
----------------

     InteliData has two Internet banking platforms: Interpose(R) and Canopy(TM).
Interpose(R) is the Company's  Internet banking solution for large banks,  while
Canopy(TM) banking serves the community banking market.  InteliData acquired the
Canopy(TM)  banking  platform  and  customer  base as part of the  Home  Account
acquisition.  The  Canopy(TM)  banking  business was a  significant  revenue and
margin  contributor  in 2001 and is expected to  contribute  similarly  in 2002.
However, because the Company's focus and development resources going forward are
expected  to be on the large bank and EBPP  markets,  the  Company  expects  the
Canopy(TM) banking's contribution to be less significant after 2002.

     The  Interpose(R)  Transaction  Engine ("ITE") and Interpose(R) Web Banking
("IWB") are the heart of the Company's  Internet banking  software  system.  ITE
runs on the FI's host  computer  system,  providing  real-time  connectivity  to
remote delivery channels. Along with this host connection, ITE provides customer
profiling and control over system security.  Its Advanced  Financial Message Set
gives FI's the functionality to offer a wide range of online financial services.
IWB runs on a Windows  NT Server  environment  and  interfaces  to the FI's host
computer  systems  through  ITE. It provides  the FI's end user access to all of
their  financial  transactions  that are  available  under the Internet  banking
product. InteliData's products and services provide for:

          Control - Internet  banking  and bill  payment is  becoming a critical
          touch point for retail and commercial customers. InteliData provides a
          system that puts FI's in control of its  delivery  channels,  customer
          data, and payment systems.


          Flexibility  -  With  rapid   evolution  of   technology   and  market
          requirements, the FI's can have an online banking solution that allows
          them to adapt quickly to new technology, new products, and new service
          providers.  InteliData's solution is designed to provide the necessary
          room for such growth.


          Reliability - InteliData provides a solid solution that is designed to
          run in today's high-availability environments.

<page>

          Scalability - As the demand for online banking and bill payment grows,
          transaction  volume and complexity will grow. The InteliData  solution
          is designed  to allow the  addition  of  capacity  without  increasing
          complexity.

Interpose(R) OFX Gateway
------------------------

     The  Interpose(R)  OFX  Gateway  allows  FI's to support  applications  and
devices that conform to the Open Financial  Exchange ("OFX") message  standards.
The  Interpose(R)  OFX  Gateway  delivers  comprehensive  support  for  the  OFX
specification  including direct support for customers who use Intuit Quicken(R),
Microsoft Money(R), and other OFX compliant client software.


     The flexible and high  performance  architecture  of the  Interpose(R)  OFX
Gateway  provides an Enterprise  Gateway for the delivery of bill payment,  bill
presentment,  investment,  and banking transactions across a variety of delivery
channels   including   the  Internet,   Personal   Financial   Manager   desktop
applications,  and Wireless  devices.  ___  Furthermore,  the  Interpose(R)  OFX
Gateway  synchronizes   information  across  these  delivery  channels  to  give
end-users real-time, consistent information.

     Currently  in  production  at  some  of  the  nation's  largest  FI's,  the
Interpose(R)  OFX  Gateway  delivers a proven,  reliable,  and  highly  scalable
solution for managing the delivery of financial transaction information across a
variety of consumer channels.

Card Solutions(TM)
------------------

     Commencing with the Company's  purchase of Home Account,  the Company began
offering Card Solutions(TM), which was previously provided by Home Account. This
product offers bankcard  issuers the ability to acquire new credit card accounts
using  the  Company's   Internet  account   acquisition   product,   to  provide
self-service   functionalities   to  current   cardholders   with  the  Internet
self-service  product,  and to market the  self-service  functionalities  to the
cardholder base using the issuer marketing program.

     InteliData Card  Solutions(TM)  provides  online  solutions for many of the
leading  issuers in the credit card  industry.  Our products and services  offer
issuers  the  ability to acquire  new credit  card  accounts  with  InteliData's
Internet Account Acquisition product. We also provide self-service  capabilities
to current  cardholders  with our Internet  Self-Service  product and market the
self-service   functionalities   to  our   customers'   cardholder   base  using
InteliData's  Issuer Marketing  Program.  Each of our products  contains Web and
application  hosting  resources and can be integrated with the issuer's  current
Web site's look and feel.  Our Card  Solutions(TM)  offers  several  modules and
programs:

          Internet Self-Service - InteliData Card Solutions(TM) is marketed as a
          ---------------------  cost-effective  offering  that may  potentially
          reduce call center  expense by providing the same  functionality  as a
          call  center  through  a less  expensive  Internet  delivery  channel.
          Internet  Self-Service  is  designed  in a  modular  approach  for our
          customers  to choose  the  functionality  they want to  provide to the
          end-users.


          The base module contains dynamic enrollment functionality,  ensuring a
          secure  experience.  When  a  cardholder  has  enrolled,  this  module
          contains account  information,  such as balance,  payment status, next
          payment due date, and cycle-to-date  transactions.  Additional modules
          contain the functionality for cardholders to view previous  statements
          and download the data to a PFM (Personal Finance  Manager),  pay their
          credit  card  bills,  and  utilize  a  secure  messaging  process  for
          submitting customer service inquiries.


          Internet Account Acquisition - InteliData Card Solutions(TM)  Internet
          ----------------------------
          Account  Acquisition  enables our customers to acquire new credit card
          accounts  utilizing  the Internet by providing a secured  platform for
          hosting   customized   application  and  response  pages.   Through  a
          relationship with First Data Resources,  Internet Account  Acquisition
          utilizes enhanced fraud screening, decisions applications, provides an
          applicable  response,  and books approved applicants on the First Data
          Resources  system all within  sixty  seconds,  depending  upon  access
          capabilities.

<page>

          Issuer Marketing Program - We have created a turnkey marketing program
          -------------------------
          designed  especially to help issuers promote Internet  Self-Service to
          their cardholders.  The program is designed to increase adoption rates
          in  a  cost-effective  manner.  The  Company  currently  provides  two
          statement-insert  designs that can be  customized  with the FI's name,
          logo, and Web site address.  These pieces provide an incentive to have
          cardholders  manage their  credit card  accounts  online,  potentially
          reducing  servicing  expense and  enhancing the impact of the issuer's
          Web site.


          Card  Activation -- Self Service Module - Web-Enabled  Card Activation
          ---------------
          allows  end-users to activate their new and reissued cards in a secure
          environment.


          Account  Profile Change -- Self Service  Module - Through  InteliData,
          ----------------------
          FI's can allow their cardholders to change their account  information,
          including address and phone numbers, on-line.  InteliData enables FI's
          to authenticate a cardholder's  identity prior to making  changes.  If
          FI's choose a manual  processing  method,  change requests are sent to
          the Customer Service Representative  ("CSR") queue for processing.  If
          FI's choose an automated processing,  change requests are completed on
          the First Data Resources system via a non-monetary transaction.

EBPP Solutions
--------------

     InteliWorks(TM)  CSP  -  The  InteliWorks(TM)  Consumer  Services  Provider
("CSP") solution,  which is a new product still under  substantial  development,
has been  designed  from the  ground up to meet the new,  emerging,  and  unique
transaction  processing and switching  needs for consumer side bill  presentment
and payment. These include the ability to:

     o    Interface  with multiple EBPP  networks,  remittance  processors,  and
          exchanges,  such as Spectrum,  RPPS,  Princeton eCom,  Metavante,  and
          CheckFree
     o    Manage settlement and dispute resolution across multiple networks
     o    Synchronize biller directories across multiple networks
     o    Manage consumer enrollment with billers across multiple networks
     o    Manage   interaction  with  biller  Web  sites  for  detailed  billing
          information
     o    Aggregate summary level bills
     o    Integrate seamlessly to the bank's existing Web site
     o    Manage payment through multiple networks
     o    Consolidate payment on presented bills with "pay-any" bill payment


     The platform  behind the  InteliData  CSP is the Company's  InteliWorks(TM)
online financial processing architecture.  This architecture,  based entirely on
the J2EE standard,  is designed to meet the unique needs of large scale,  online
financial  messaging  and  transaction  processing.  InteliWorks  is designed to
provide:

     o    100% J2EE compliance
     o    Platform portability across multiple OS and database environments
     o    Industrial  strength  reliability  to ensure  accurate  processing  of
          payment transactions
     o    Presentation   User   Interface   independence,   providing   ease  of
          integration  with  bank-designed  user interfaces for Web and wireless
          delivery channels
     o    Scalability to handle large transaction volumes
     o    Flexible security architecture
     o    Network independence (internal, RPPS, Spectrum, and others)
     o    Native XML  integration  points with "adapters" for IFX, OFX and other
          future messaging standards

     Interpose(R)   Payment  Warehouse  -  The  Interpose(R)  Payment  Warehouse
     ----------------------------------
provides a software  solution to FI's that  automates  bill payment  processing,
while  giving FI's the  benefit of tracking  payment  activity  and  integrating
delivery channels.  The Interpose(R)  Payment Warehouse gives FI's the option of
Least Cost  Routing(TM).  This enables FI's to outsource as much or as little of
the electronic payment volume as they choose. This permits FI's to:

<page>

     o    Process "on-us" internal payments at no additional cost
     o    Ensure "good funds" debits to reduce exception item costs
     o    Capitalize on Least Cost Routing(TM) of payments
     o    Create new revenue streams for electronic lockbox operations

     The Interpose(R)  Payment Processor is a comprehensive  payment warehousing
and routing solution  designed to give the FI's control of their electronic bill
payment program. Using Interpose(R), FI's can:

     o    Mix-and-match multiple payment options and processors
     o    Offer  customers  a  variety  of  interface   options--scheduling  and
          modifying payments from the PC, Internet, or telephone
     o    Warehouse  bill payment  information  and mine customer data to expand
          relationships

MARKETING AND DISTRIBUTION


     The Company concentrates its marketing efforts on direct sales of principal
products and services to FI's in the United States,  including bankcard issuers.
Currently,  the Company is  marketing  to large FI's,  generally  with assets in
excess of $3  billion.  In  addition,  the Company  markets to bankcard  issuers
through a processing  arrangement  with First Data  Resources,  a subsidiary  of
First Data Corp. The Company is developing  products and services to assist FI's
who  want to  provide  their  customers  with  the  ability  to  access  certain
information  from  their  accounts  and  to  complete  transactions  with  those
institutions concerning bill payments, loan payments, online transfers and other
transactions from remote locations via personal computers or other devices.


     The Company has established  alliances with major service providers who are
providing  services to our target FI's and who are marketing  our services.  The
Company  currently has  agreements in place with ALLTEL and First Data Resources
for their  sales  forces to  market  services  using  InteliData's  systems.  In
addition, the Company has a strategic relationship with Spectrum.

     ALLTEL is a leading  provider  of core data  processing  software  to large
banks.  Forty-seven of the top fifty U.S. banks rely on ALLTEL software for loan
processing,  mortgage  processing,  or deposit processing  software and service.
ALLTEL has licensed  InteliData's  Interpose(R)  Payment Warehouse and Interpose
Web Banking  products  and can offer  outsourced  bill  payment  services to its
customers. InteliData receives revenue for the use of the software in the ALLTEL
Data Center.

     First Data Resources is a leading third-party transaction processor.  Their
services include a comprehensive  line of card portfolio  management  solutions,
products  and services to more than 1,400  credit,  debit,  stored-value,  smart
cards, commercial,  private label and oil card issuers worldwide.  Under a Joint
Marketing Agreement between the two companies,  First Data markets  InteliData's
Card  Solutions(TM)  to credit card issuers  interested  in utilizing  Web based
tools and services that can help them expand their  portfolio,  increase  market
share and improve profitability.

     Spectrum EBP, L.L.C.  is a bank-owned,  payment systems company founded and
owned by J.P.  Morgan  Chase,  Wachovia,  and Wells Fargo.  Spectrum  provides a
real-time,  ATM-like  bill  payment and bill  presentment  switch,  allowing its
participating  members to exchange payments and bills without the use of a third
party processor. In addition to the three owners, there are currently twenty-one
other FI's that either belong to the Spectrum  network or have signed letters of
intent to participate, including Citibank, Fleet, First Tennessee, Hibernia, and
Union  Bank  of   California.   InteliData  is  currently  the  only   certified
"off-the-shelf"  provider of "Consumer Services Provider (CSP)" software,  which
is the  software  a bank  would  use to allow  consumers  to view and pay  bills
enabled through the Spectrum network.


COMPETITION

     The Company's  products and services face competition from several types of
competitors.  Some FI's have  elected to develop  internally  their own Internet
banking and EBPP solutions, instead of purchasing products and

<page>

services  from the  Company  or other  vendors.  FI's  may also  obtain  similar
products and services from other providers, including S-1 Corporation, Corillian
Corporation,  Financial Fusion,  Inc., CheckFree  Corporation,  Online Resources
Corporation,   Digital  Insight,   Inc.,  Metavante  Corporation, and  Incurrent
Solutions, Inc.


     The  Company  expects  that  competition  in these  areas will  continue to
increase.  The  Company  believes  that a  principal  competitive  factor in its
markets is the ability to offer an integrated system of various Internet banking
and  EBPP  products  and  services.   Competition  will  be  based  upon  price,
performance,  customer  service and the  effectiveness  of  marketing  and sales
efforts.  The  Company  competes  in its  various  markets  on the  basis of its
relationships  with  strategic  partners,  by  developing  many of the  products
required  for  complete  solutions,  by  leveraging  market  experience,  and by
building reliable products and offering those products at reasonable prices.

PRODUCT DEVELOPMENT

     The Company  operates in industries  that are rapidly growing and changing.
In an effort to improve the Company's  position with respect to its competition,
the Company has focused its efforts in the area of product development. In 2001,
2000,  and 1999,  the  Company's  research  and  development  expenditures  were
$15,729,000 $14,512,000, and $4,115,000,  respectively. At December 31, 2001 and
2000,  approximately  97 and 103 employees were engaged in product  development,
respectively.  As of March 1, 2002,  approximately  94 employees were engaged in
product development.

     The  Company's  product  development  efforts are  focused on software  and
systems for Internet  banking and EBPP. This industry is  characterized by rapid
change.  To keep pace with this  change,  the Company  maintains  an  aggressive
program of new product  development  and  dedicates  considerable  resources  to
research and development to further enhance its existing  products and to create
new  products  and  technologies.  The  Company's  ability to attract and retain
highly skilled research and development  personnel is important to the Company's
continued success.

GOVERNMENT REGULATION

     Although it has recently undergone significant deregulation,  the financial
services  market,  which the  Company  has  targeted  for  marketing,  is highly
regulated at both the federal and state levels.  Interpretation,  implementation
or revision of banking regulations can accelerate or hinder the ultimate success
of the Company and its products.

PATENTS, PROPRIETARY RIGHTS AND LICENSES

     The Company  holds limited  registered  intellectual  property  rights with
respect to its products.  The Company  relies on trade secret laws and licensing
agreements  to establish  and maintain its  proprietary  rights to its products.
Although  the  Company  has  obtained  confidentiality  agreements  from its key
executives  and  engineers  in its product  development  group,  there can be no
assurance that third parties will not independently  develop the same or similar
alternative technology,  obtain unauthorized access to the Company's proprietary
technology or misuse the technology to which the Company has granted access.

     The Company does not believe that its products and services infringe on the
rights  of third  parties.  It is  possible  that  third  parties  could  assert
infringement claims against the Company. There can be no assurance that any such
assertion  will not result in costly  litigation or require the Company to cease
using, or obtain a license to use, intellectual property rights of such parties.

<PAGE>


EMPLOYEES

     At December 31, 2000, the Company had  approximately  136 employees.  After
the  acquisition of Home Account in January 2001, the Company had  approximately
305  employees.  At  December  31,  2001,  the  Company  had  approximately  140
employees.  The  Company  has  no  collective  bargaining  agreements  with  its
employees. At March 1, 2002, the Company had approximately 139 employees.


ITEM 2.  PROPERTIES
-------------------

     The Company's headquarters are located in Reston, Virginia, where it leases
25,200  square feet of office  space;  this lease  expires in December  2006. In
March 2000, the Company  leased 7,500 square feet of additional  office space in
Reston,  Virginia to provide additional facilities for product development close
to its already existing  headquarters  facility.  This lease expired in December
2001. The Company also leases 11,000 square feet of office space for its product
development facilities in Toledo, Ohio. The Ohio lease expires in January 2004.

     In January  2001,  the Company  acquired Home Account  Holdings,  which had
leased facilities in Emeryville,  California,  Omaha,  Nebraska, and Charleston,
South  Carolina.  In February 2001, the facility in California,  which served as
the headquarters for the pre-merger Home Account Holdings, was shut down and the
Company is currently seeking a subtenant for the 7,200 square feet of space. The
Nebraska  lease  for  19,000  square  feet of  office  space,  used for  product
development and customer service,  will expire in March 2003. The South Carolina
lease for 5,300 square feet of office space,  used for product  development  and
customer service, will terminate in April 2006.

     All of the leasing  arrangements were made with unaffiliated  parties.  The
Company  believes  that its leased  properties  are  sufficient  for its current
operations and for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is not currently a party to any material litigation.  From time
to  time,  the  Company  is a party  to  routine  litigation  incidental  to its
business.  Management does not believe that the resolution of any or all of such
routine  litigation  will be likely  to have a  material  adverse  effect on the
Company's financial condition or results of operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
--------------------------------------------------------

         None.


EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

     The following table sets forth the names and ages of all executive officers
of the Company and all positions and offices  within the Company  presently held
by such executive officers:

  Name                      Age  Position Held
  ----                      ---  -------------
  William F. Gorog          76   Chairman of the Board
  Alfred S. Dominick, Jr.   56   President and Chief Executive Officer
  Michael E. Jennings       56   Executive Vice President, Consumer Services
  Steven P. Mullins         35   Vice President, Chief Financial Officer
                                    and Treasurer
  Albert N. Wergley         54   Vice President, General Counsel and Secretary
  Charles A. White          43   Vice Chairman, Corporate Development


William  F. Gorog has served as  Chairman  and  Director  of the  Company  since
November  1996.  Mr.  Gorog had served as  Chairman of US Order from May 1990 to
November 1996.  From October 1987 until founding US Order in May 1990, he served
as chairman of the board of Arbor International,  an investment management firm.
From 1982 to 1987,  he served as president  and chief  executive  officer of the
Magazine  Publishers  of America,  an  association  representing  the  principal
consumer publications in the United States. During the Ford Administration,  Mr.
Gorog served as deputy  assistant  to the  President  for  Economic  Affairs and
Executive Director of the Council on

<page>

International  Economic  Policy.  Prior to that time,  he founded  and served as
chief  executive  officer  of  DataCorp,  which  developed  the  Lexis and Nexis
information systems for legal and media research and which was subsequently sold
to the Mead Corporation.

Alfred S. Dominick,  Jr. has served as the President and Chief Executive Officer
of the Company  since August 1998.  Prior to joining  InteliData,  Mr.  Dominick
served as president of the Retail Products  Delivery Group at M&I Data Services.
Prior to joining M&I Data Services in July 1995, he was Executive Vice President
of  Retail  Banking  and a  member  of the  Executive  Committee  for  Boatmen's
Bancshares  Corporation  for  three  years.  Prior to that Mr.  Dominick  was an
Executive  Vice  President  with Bank One Texas,  since 1989.  Prior to Bank One
Texas, Mr. Dominick was a Senior Vice President with Fleet National Bank.


Michael  E.  Jennings  has  served as the  Executive  Vice  President,  Consumer
Services  since  joining  InteliData  in June  2000.  He is in charge of overall
business  planning and  business  development  activities  for  electronic  bill
presentment and payment,  Internet  banking,  and outsourcing.  Prior to joining
InteliData, Mr. Jennings served at Bank of America as a Senior Vice President of
Self Service Delivery.  During the eight years prior to joining  InteliData,  he
worked on alternative  delivery  strategies and managing several different areas
of electronic Banking including:  Debit Cards, ATMs, ATM/POS Operations,  PC and
Internet Banking, and EFT switches. Mr. Jennings is a former director of CIRRUS,
Money  Transfer  Systems,  Credit Systems Inc., and was chairman of the American
Banking Association's Retail Payment Systems Committee.


Steven P. Mullins has served as Vice  President,  Chief Financial  Officer,  and
Treasurer of the Company since October 2000.  From January 2000 to October 2000,
he served as the Vice  President of Finance,  Treasurer,  and  Controller.  From
January 1999 to January 2000,  he served as  Controller  and Director of Finance
and from June 1997 to January, 1999, he served as Director of Financial Planning
of the  Company.  From 1995 to 1997,  he ran a  financial  consulting  practice.
Previous  to that he was an  Administrator  with the  Fairfax  County,  Virginia
Government.

Albert N. Wergley has served as Vice President,  General Counsel,  and Secretary
of the Company since November 1996. From May 1995 to November 1996, he served as
Vice President and General  Counsel of US Order.  From 1986 to 1994, Mr. Wergley
was vice  president  and general  counsel of Verdix  Corporation  (now  Rational
Software Corporation), a manufacturer of software development tools. Previous to
that he was associated with the McLean,  Virginia office of the law firm of Reed
Smith Shaw & McClay and with the law firm of Howrey & Simon in Washington, D.C.

Charles A. White joined InteliData through the merger with Home Account.  He was
President  and CEO of Home Account  from 1998  through the merger.  From 1994 to
1998,  Mr.  White  was at First  Data  Corporation,  where he was  President  of
Electronic Commerce Payment Services.  At First Data, Mr. White managed start-up
ventures in electronic bill  presentment  and Internet home banking.  He led the
company's  bill  presentment  concept and  established  the joint venture MSFDC,
later Transpoint,  with Microsoft. Prior to First Data, Mr. White held executive
technology management positions at Visa International,  where he was responsible
for  the  development  and  engineering  of  distributed,   real-time,   payment
processing solutions.

<PAGE>

PART II


ITEM 5.        MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
               ------------------------------------------------
               STOCKHOLDER MATTERS
               -------------------

     The Company's  common stock is traded on the Nasdaq  National  Market under
the symbol  INTD.  The table below sets forth the high and low  quarterly  sales
prices for the common  stock of the Company as reported in  published  financial
sources for each quarter during the last two years:

                                            Price Range of Common Stock
                                            ---------------------------
                                               High                 Low
                                          --------------       --------------
2001
         Fourth Quarter                   $  4.30              $  2.70
         Third Quarter                       5.90                 2.40
         Second Quarter                      6.36                 2.55
         First Quarter                       6.03                 2.25

2000
         Fourth Quarter                   $  6.38              $  2.38
         Third Quarter                      10.75                 3.81
         Second Quarter                     16.38                 5.38
         First Quarter                      22.50                 3.50

     On March 8, 2002,  the last reported  sales price for the Company's  common
stock was $2.05.  The number of stockholders of record at March 8, 2002 was 676,
and does not include those stockholders who hold shares in street name accounts.

     The Company has never  declared  or paid any cash  dividends  on its common
stock. The Company currently  intends to retain its future earnings,  if any, to
fund the  development  and  growth  of its  business  and,  therefore,  does not
anticipate  paying any cash  dividends  in the  foreseeable  future.  Any future
decision  concerning the payment of dividends on the Company's common stock will
depend  upon  the  results  of  operations,   financial  condition  and  capital
expenditure plans of the Company,  as well as such other factors as the Board of
Directors, in its sole discretion, may consider relevant.

     In November and December 2001, the Company closed private  placement  sales
of an aggregate of 2,862,727 shares of its common stock for a price of $2.75 per
share,  and warrants  exercisable  for the  purchase of 1,431,364  shares of its
common  stock,  at an exercise  price of $2.75 per share,  resulting  in a gross
proceeds of  approximately  $7,872,500.  The placement agent in the transaction,
Stonegate  Securities,   received  approximately  $472,350  in  commissions  and
warrants  exercisable for the purchase of 286,273 shares of InteliData's  common
stock,  at an  exercise  price of $2.75 per share.  The  private  placement  was
conducted in accordance  with Rule 506 of Regulation D under the  Securities Act
of 1933. In December 2001,  the Company filed a  registration  statement on Form
S-3 with the Securities and Exchange Commission to register the shares issued in
the private placement for resale.  This registration  statement became effective
in January 2002.

     In January 2001, the Company issued 6,900,000 shares of its common stock in
connection with its acquisition of Home Account Holdings,  Inc. ("Home Account")
and its operating  subsidiary,  Home Account  Network,  Inc. These shares of the
Company's  common  stock  were  issued in  exchange  for all of the  outstanding
securities  and  indebtedness  of Home  Account,  which  were  held  largely  by
institutions and members of key management of Home Account.  These shares of the
Company's common stock were issued in a private  placement under Section 4(2) of
the  Securities  Act of 1933. In April 2001,  the Company  filed a  registration
statement on Form S-3 with the  Securities  and Exchange  Commission to register
the  shares  issued  in  the  acquisition  of  Home  Account  for  resale.  This
registration statement became effective in August 2001.

<page>


ITEM 6.   SELECTED FINANCIAL DATA
---------------------------------


                                        INTELIDATA TECHNOLOGIES CORPORATION
                                               SELECTED FINANCIAL DATA
                                        (in thousands, except per share data)

<table>
                                                                  Years Ended December 31,
                                             -------------------------------------------------------------------
RESULTS OF OPERATIONS:                           2001          2000           1999           1998          1997
----------------------                       -----------   -----------   ------------   ----------    ----------
<S>                                          <C>           <C>           <C>            <C>            <C>

Revenues                                     $    18,296    $     5,101    $    6,493   $    4,683    $    3,951
Cost of revenues                                   9,010          2,720         1,743          618         2,129
Operating expenses                                39,624         27,699        12,800       11,861        18,108
                                             -----------    -----------    ----------   ----------    ----------

Operating loss                                   (30,338)       (25,318)       (8,050)      (7,796)      (16,286)
Other income, net                                    137         49,726           350          874         1,271
Provision (benefit) for income taxes                (160)           488            --           --            --
                                             ------------   -----------    ----------   ----------    ----------

Income (loss) from continuing operations         (30,041)        23,920        (7,700)      (6,922)      (15,015)
Income (loss) from discontinued operations            --           (262)(1)     5,805      (30,917)      (75,079)(3)
                                             -----------    ------------   ----------   ----------    ----------
Net income (loss)                                (30,041)        23,658        (1,895)     (37,839)      (90,094)
Preferred stock dividend requirement                  --            --         (1,936)(2)       --            --
                                             -----------    -----------    ----------   ----------    ----------

Net income (loss) attributable to
  common stockholders                        $   (30,041)   $    23,658    $   (3,831)  $  (37,839)   $  (90,094)
                                             ============   ===========    ==========   ==========    ==========

Basic earnings per common share
  Income (loss) from continuing operations   $     (0.65)   $      0.63    $    (0.29)  $    (0.22)   $    (0.47)
  Income (loss) from discontinued operations        0.00          (0.01)         0.18        (0.98)        (2.38)
                                             -----------    -----------    ----------   ----------    ----------
  Net income (loss)                          $     (0.65)   $      0.62    $    (0.11)  $    (1.20)   $    (2.85)
                                             ============   ===========    ===========  ==========    ==========

Diluted earnings per common share
  Income (loss) from continuing operations   $     (0.65)   $     0.59     $    (0.29)  $    (0.22)   $    (0.47)
  Income (loss) from discontinued operations        0.00         (0.01)          0.18        (0.98)        (2.38)
                                             -----------    -----------    ----------   ----------    ----------
  Net income (loss)                          $     (0.65)   $     0.58     $    (0.11)  $    (1.20)   $    (2.85)
                                             ============   ===========    ==========   ==========    ==========

Weighted-average common shares outstanding
  Basic                                           45,897         38,237        33,367       31,450        31,574
                                             ===========    ===========    ==========   ==========    ==========
  Diluted                                         45,897         40,843        33,367       31,450        31,574
                                             ===========    ===========    ==========   ==========    ==========

                                                                        December 31,
                                             -------------------------------------------------------------------
FINANCIAL POSITION:                              2001          2000           1999           1998          1997
-------------------                          -----------   ------------    ----------   ----------    ----------

Cash and cash equivalents                    $    12,026    $    27,255    $    8,496   $    8,050    $   11,359
Total assets                                      57,710         43,278        11,212        9,137        46,702
Long-term debt                                        --             --            --           --            --
Stockholders' equity                              44,475         33,570         7,087          331        37,069

</table>

(1)  During the fiscal  year ended  December  31,  2000,  the  leasing  business
     segment  was   discontinued,   and   accordingly,   has  been  reported  as
     discontinued operations.

(2)  Preferred  stock  dividends  for 1999  include the effects of  accretion of
     discounts  arising  from  the  allocation  of  proceeds  from  issuance  of
     preferred  stock to warrants  and a  beneficial  conversion  feature.  Such
     preferred stock was converted to common stock in late 1999.

(3)  Discontinued  operations  results for 1997 include  $65,200,000  of charges
     related to  impairment  of assets,  restructuring  charges,  and  valuation
     adjustments relating to inventories.

<PAGE>

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
---------------------------------------------------------------
              CONDITION AND RESULTS OF OPERATIONS
              -----------------------------------

Overview

     InteliData  Technologies   Corporation   ("InteliData"  or  the  "Company")
provides the real-time financial  processing  infrastructure to enable financial
institutions  ("FI's")  to  provide  services  over the  Internet.  The  Company
develops and markets software products and consulting services for the financial
services  industry.  InteliData  also  services  the  emerging  electronic  bill
presentment and payment  ("EBPP") market with the development of its end-to-end,
biller-to-consumer EBPP solutions.

     Our products and services are designed to assist consumers in accessing and
transacting  business  with their  FI's  electronically,  and to assist  FI's in
connecting to and transacting business with third party processors.  The Company
also serves as an Application  Service  Provider  ("ASP") by providing  Internet
hosting and service bureau solutions to FI's, including bankcard issuers.

     On January 11, 2001,  InteliData  acquired Home Account Holdings,  Inc. and
its operating subsidiary,  Home Account Network, Inc., by means of the merger of
one of the  Company's  wholly  owned  subsidiaries  with and into  Home  Account
Holdings, with Home Account Holdings surviving the merger. Home Account Holdings
is now a wholly owned  subsidiary of InteliData.  This acquisition was accounted
for as a purchase.  As a result of the  Company's  acquisition  of Home  Account
Holdings,  InteliData  now offers a suite of  UNIX-based  Internet  banking  and
electronic bill  presentment and payment products and services in an application
services provider environment.

     The Company provides software products and implementation  services to FI's
whose  processes  and  systems  are subject to  regulatory  approvals.  Internet
banking and EBPP are developing marketplaces. FI's are gradually expanding their
Internet  banking  services to permit  customers  not only to access  historical
account  information from remote  locations,  but also to engage in transactions
such as receiving  and/or  paying bills and  transferring  funds.  The Company's
future growth and profitability  will depend, in part, upon consumer  acceptance
of Internet  banking and EBPP  processes and the speed at which such  acceptance
occurs.

     The  Company's  business  strategy  is to develop  products  and  services,
including  software,  to meet  the  needs  of FI's and  their  customers  in the
Internet  banking  markets.  The Company strives to develop  products with broad
appeal  that  are  easy-to-use,  practical  and  built  around  common  industry
standards. The Company has four strategic product lines.

     The Internet  banking  product  line  provides  Internet  access to account
information,   transfer   capability   between   accounts,   and  bill   payment
functionality and is focused on banks with assets over $3 billion dollars. While
the market for these products is mature,  and the number of new opportunities is
limited, the Company has a solid customer base, which provided approximately 67%
of total revenues in 2001, and  represents an  opportunity  for future  business
from both new products as well as organic growth of their user base.

     The  Interpose(R) OFX Gateway product line provides Quicken and Money users
access to their bank account information and other  functionality.  This product
line currently has four primary customers,  CitiBank USA, First  Union/Wachovia,
Bank of America,  and USAA. In addition,  both Fiserv and  Princeton  E-Com have
licensed this  technology.  This product line contributed  approximately  17% of
total 2001 revenues.

     The Company's  Card  Solutions(TM)  product line provides card issuers with
the  opportunity  to offer  their  customers  Internet  access  to  credit  card
information  with  the  functionality  to  perform  a  variety  of  self-service
activities,  apply  for a credit  card or a line  increase,  pay the  bills,  or
receive e-mail orders. The Company has a strategic  relationship with First Data
Resources,  which is marketing the Company's products to their customer base. In
2001, this product line contributed approximately 15% of total revenues.

     Finally,  in 2001, the Company  completed the initial  product  offering of
InteliWorks(TM)  for the Company's  EBPP Solutions  product line.  This offering
provides a suite of products  enabling a bank to connect to payment  switches or
payment processors, to aggregate presented bills and to warehouse bill payments.
Spectrum also certified the Company's  connection to their switch,  and selected
the Company as a preferred partner. As a product
<page>


line that is still under  development,  revenue  from this product line was less
than 1% of total 2001 revenues. The Company does not expect significant revenues
from this product line in 2002.


Critical Accounting Policies

     We consider the following  accounting  policies to be the most important to
our  financial  position and results of  operations or are policies that require
the exercise of significant judgment and/or estimates.

     Revenue  Recognition  - We  consider  our  revenue  recognition  policy  as
     --------------------
critical to an understanding our business  operations and results of operations.
The Company  supplies  Internet  banking and  electronic  bill  presentment  and
payment  software to FI's. The Company's  revenues  associated  with  integrated
solutions that bundle software  products with  customization,  installation  and
training  services are recognized  using the percentage of completion  method of
accounting.

     Starting  late in 2000,  the Company  entered into  contracts  for its bill
payment  technology  software.   This  software  does  not  require  significant
customization. Upon delivery, the Company either recognizes revenue ratably over
the contract  period for  contracts  where vendor  specific  objective  evidence
(VSOE) of fair value for post contract  customer support (PCS) does not exist or
recognizes revenue in full where VSOE of fair value for PCS does exist.

     The Company enters into multiple element  arrangements.  Elements typically
include software,  consulting,  implementation and PCS. PCS contracts  generally
require  the  Company to  provide  technical  support  and  unspecified  readily
available software updates and upgrades to customers. Revenue for these multiple
element  arrangements  is  recognized  when there is  persuasive  evidence of an
arrangement  and  delivery to the customer  has  occurred,  the fee is fixed and
determinable,  and collectibility is considered  probable.  Advance payments are
recorded as deferred  revenue  until the  products  are  shipped,  services  are
delivered and all obligations are met. Currently, the Company does not have VSOE
of fair value for some of the elements within its multiple element arrangements.
Therefore,  all revenue under such arrangements is being recognized ratably over
the  term  of the PCS  contract.  Revenue  from  transactional  services,  which
includes  hosting  and  service  bureaus,  is  recognized  as  transactions  are
processed.

     Emerging  Issues Task Force Abstract  Issue No. 00-3,  Application of AICPA
Statement  of  Position  97-2 to  Arrangements  that  Include  the  Right to Use
Software Stored on Another Entity's Hardware ("EITF 00-3"), provides guidance in
determining  whether or not the  provisions  of  Statement of Position No. 97-2,
Software  Revenue  Recognition  ("SOP  97-2"),  should  be  applied  to  hosting
arrangements.  The Company has some  contracts  where the customers  operate our
software in an ASP  environment.  The  customer may not take  possession  of the
software without incurring  significant  transition and infrastructure costs, as
well as potential  payments of fees to the Company for the  termination  of such
arrangements.  In cases  where  the  customer  has not  licensed  software  from
InteliData,  the customer must also purchase a license prior to having the right
to use the  software  in its  own  operating  environment,  in  addition  to the
aforementioned fees. In these situations, the Company applies the guidance under
EITF 00-3 and the Staff  Accounting  Bulletin No. 101,  Revenue  Recognition  in
Financial  Statements,  and recognizes the revenue  associated  with the license
and/or implementation fees ratably over the initial term of the contract.

     Additionally,  based on the EITF 00-3 guidance,  the Company concluded that
SOP 97-2  should not be applied to certain of its  contracts  and their  related
revenue  for  license  and  professional  services  were  recognized  under  the
percentage of completion  method.  In addition to our  developing and delivering
the solution, the Company is entitled to transaction fees based on the number of
users and  transactions.  These transaction fees are earned based on the monthly
user counts and as transactions are processed.

     Estimates  at  Completion  -  Revenues  related  to some  of the  Company's
     --------------------------
contracts  are  recognized   using  the  percentage  of  completion   method  of
accounting,  requires that we make  estimates  and  judgments as to  anticipated
project  scope,  timing and costs to complete the projects.  The  completions of
certain  development  efforts are critical for the Company to perform on certain
contracts.  Delays in  product  implementation  or new  product  development  at
customer  locations and product defects or errors could affect our estimates and
judgments. Additionally, we may experience delays when implementing our products
at customer locations,  and customers may be unable to implement our products in
the time frames and with the  functionalities  that they expect or require.  The
accuracy of these estimates and judgments could affect our business,  operations
and financial condition.

<page>


     Allowance  for  Doubtful  Accounts -  Determination  of our  allowance  for
     ----------------------------------
doubtful accounts requires  significant  estimates.  Financial  instruments that
potentially  subject  the Company to credit risk  consist  principally  of trade
receivables.  The Company  sells its  products  primarily  to FI's in the United
States.  The Company believes that the concentration of credit risk in its trade
receivables  is  substantially   mitigated  by  the  Company's  on-going  credit
evaluation  process  and the  financial  position  of the FI's  that are  highly
regulated. The Company does not generally require collateral from customers. The
Company  establishes  an  allowance  for  doubtful  accounts  based upon factors
surrounding the credit risk of specific  customers,  historical trends and other
information.  As of December 31, 2001, the Company's top six customer  comprised
approximately 52% of the net accounts receivable balance.

     A number of factors are considered in establishing the allowance, including
historical collection experience, the macro-economic  environment,  estimates of
forecasted  write-offs,  the aging of the  accounts  receivable  portfolio,  and
others.  If  the  financial  condition  of  our  accounts  receivable  portfolio
deteriorates, additional allowances would be required.

     As part of the Home  Account  acquisition  during  the  year,  the  Company
acquired  certain   accounts   receivables  that  were  outstanding  as  of  the
acquisition  date.  The Company  pursued  collections  efforts,  but  ultimately
determined  that  some of  these  accounts  were  uncollectible.  Such  doubtful
accounts  related to these  acquired  assets  cannot be  adjusted as part of the
purchase  price  allocation,  but the bad debt  expense  must be  recognized  as
current  operations.  During 2001, the Company  recorded costs  associated  with
these particular sets of uncollectible  accounts in the amount of $1,090,000 and
began to write  off some  accounts.  Additionally,  the  Company  wrote off some
previously reserved legacy InteliData accounts.

     Valuation  of  Long-Lived   Assets  -  We  review  long-lived  assets  such
     -----------------------------------
identifiable  intangibles and goodwill for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable.  This
review  requires us to make estimates of our  undiscounted  future cash flows in
order to determine if our  long-lived  assets are impaired.  If the total of the
expected  undiscounted future cash flows is less than the carrying amount of the
assets, we are required to make estimates of our discounted future cash flows in
order to calculate a loss for the difference between the fair value and carrying
value of the assets.  We make  significant  assumptions  and  estimates  in this
process  regarding  matters that are inherently  uncertain,  such as calculating
remaining useful lives and assuming discount rates. The resulting cash flows are
computed over an extended period of time,  which subjects those  assumptions and
estimates to an even larger degree of uncertainty.  When known and available, we
also use comparable  values of similar  businesses in corroborating  the results
from the discounted cash flows approach.  This process involves making estimates
about matters that are inherently uncertain. While we believe that our estimates
are reasonable, different assumptions regarding such cash flows could materially
affect our valuation.

     Depreciation  of  Fixed  Assets  -  The  Company's  business  requires  our
     -------------------------------
investment in office and computer  equipment to facilitate  certain research and
development  activities  and well as  support  the  operations  in  serving  our
customers. We record these assets that in management's opinion extend the useful
life of the  underlying  asset at cost and  depreciate  the  assets  over  their
estimated  useful  lives.  We  periodically  reassess the economic life of these
elements and make  adjustments  to these lives using,  among others,  historical
experience,  capacity  requirements,  and  assessments of new product and market
demands.  When these factors  indicate certain elements may not be useful for as
long as  anticipated,  we depreciate the remaining book value over the remaining
useful life.  Further,  the timing and deployment of any new technologies  could
affect the estimated lives of our assets,  which could have significant  impacts
on results of operations in the future.

     Adoption  of  New  Accounting  Standard  -  In  June  2001,  the  Financial
     ---------------------------------------
Accounting  Standards  Board ("FASB") issued  Statement of Financial  Accounting
Standards No. 141, Business Combinations ("SFAS 141") and SFAS No. 142, Goodwill
and  Other  Intangible   Assets  ("SFAS  142").   SFAS  141  requires   business
combinations  initiated  after  June 30,  2001 to be  accounted  for  using  the
purchase  method  of  accounting,   and  broadens  the  criteria  for  recording
intangible  assets  separate  from  goodwill.  SFAS 142  requires  the use of an
amortization and non-amortization approach to account for purchased goodwill and
certain  intangibles.  Under a non-amortization  approach,  goodwill and certain
intangibles will not be amortized into results of operations,  but instead would
be reviewed for impairment and written down and charged to results of operations
only in the  periods  in which  the  recorded  value  of  goodwill  and  certain
intangibles is more than its fair value. The  amortization and  non-amortization
provisions  of SFAS 142 will be applied to all  goodwill and  intangible  assets
acquired  after June 30, 2001.  The  provisions of each  statement that apply to
goodwill and intangible  assets  acquired prior to June 30, 2001 will be adopted
by the Company on January 1, 2002.  We expect the  adoption of these  accounting
standards  will have the

<page>

impact  of  reducing  our  amortization  of the  current  goodwill  and  certain
intangibles  commencing January 1, 2002 and reviews for impairment may result in
future periodic write-downs.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of  Long-Lived  Assets,  which is  effective  January 1, 2002.  This
statement  replaces SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and some  provisions  of
Accounting Principles Board Opinion No. 30, Reporting the Effects of Disposal of
a Segment of a Business and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions. SFAS No. 144 requires that one accounting model be used
for long-lived  assets to be disposed of by sale,  whether  previously  held and
used or newly  acquired.  It also  broadens  the  presentation  of  discontinued
operations to include more disposal transactions. The Company's adoption of this
pronouncement  on January 1, 2002 is not  expected to have a material  affect on
the Company's financial position, results of operations, or cash flows.

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
No. 133,  Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS
133"),  which  establishes  accounting  and reporting  standards for  derivative
instruments  and for hedging  activities by requiring  that all  derivatives  be
recognized  in the balance  sheet and measured at fair value.  SFAS 133 requires
that all derivative  financial  instruments,  such as forward currency  exchange
contracts and interest rate swaps, be recognized in the financial statements and
measured at fair value  regardless  of the  purpose or intent for holding  them.
Changes  in the fair  value  of  derivative  financial  instruments  are  either
recognized  periodically  in income or  shareholders'  equity (as a component of
comprehensive  income),  depending  on whether the  derivative  is being used to
hedge changes in fair value or cash flows. The Company's  holdings of the Sybase
warrants are defined as derivatives under this guidance.  The Company's adoption
of this pronouncement, effective January 1, 2001, did not have a material effect
on the  Company's  financial  statements as of the adoption  date.  For the year
ended December 31, 2001,  InteliData  recorded  $866,000 of unrealized losses in
the statement of operations  based on the  fluctuation  in the fair value of the
Sybase warrants.

Results of Operations - Years Ended December 31, 2001 and 2000

     The  following   represents   the  results  of  operations  for  InteliData
Technologies  Corporation.  Such information  should be read in conjunction with
the financial statements and the notes thereto in Part II, Item 8 of this Annual
Report on Form 10-K, as well as the  cautionary  statements  and risk factors in
this section.

Revenues

     The Company's  revenues were  $18,296,000 in 2001 compared to $5,101,000 in
2000,  an increase of  $13,195,000.  The increase was a result of an increase in
software revenue of $1,117,000,  an increase in consulting and services revenues
of  $12,622,000,  all  including  the  addition of the Home  Account  operations
starting  from  January 11, 2001,  and offset by the  expected  cessation of the
royalty  arrangements  relating  to the sale of  bill-payment  software  to VISA
Interactive.  During 2001, the Company generated  $1,790,000 from software sales
and $16,506,000  from consulting and services.  During 2000,  software  revenues
contributed $673,000, consulting and services contributed $3,884,000 and royalty
arrangements contributed $544,000.

     The increase in software  revenue was due to several  large systems sold in
the beginning of the year, while the systems sold in 2000 occurred in the latter
part of the year.  As a result,  the Company was able to perform on and earn the
revenue  associated  with the 2000 and 2001 sales during  2001.  The increase in
consulting  and services  revenues  from 2000 to 2001 was  primarily  due to the
addition of the Home  Account  operations  and the  increases  in the  Company's
recurring  revenue  from fees  associated  with its hosting  and service  bureau
operations.  The following information  represents the Company's revenues in the
various product lines for the years ended December 31 (in thousands):

                                    2001              2000           1999
                                  ---------        ---------       ---------
   Internet Banking               $  12,333        $   4,557       $   4,144
   Interpose(R)OFX Gateway            3,064               --              --
   Card Solutions(TM)                 2,738               --              --
   EBPP Solutions                       161               --              --
   Royalties and other                   --              544           2,349
                                  ---------        ---------       ---------

        Total revenues            $  18,296        $   5,101       $   6,493
                                  =========        =========       =========
<page>

     As anticipated, the revenue from royalties was zero due to the cessation of
the  royalty  revenue  stream  from the sale of  bill-payment  software  to VISA
Interactive.  The  difference  of $544,000 for the year is due to the decline in
the revenue stream, as previously  disclosed,  and to the final cessation of the
royalty streams.

Cost of Revenues and Gross Profit

     The Company's cost of revenues  increased  $6,290,000 to $9,010,000 in 2001
from  $2,720,000 in 2000. The increase was primarily due to increased  revenues,
including the addition of the Home Account results.

     Overall gross profit  margins  increased to 51% for 2001 from 47% for 2000.
The increase in gross profit margins was attributable to an increase in software
and recurring  revenue,  including the addition of Home Account  customers.  The
Company anticipates that gross profit margins may fluctuate in the future due to
changes in product mix and distribution,  outsourcing activities associated with
a  service  bureau  business  model,   competitive  pricing  pressure,  and  the
introduction of new products and changes in volume.

General and Administrative

     General and administrative  expenses increased $3,610,000 to $10,065,000 in
2001 from  $6,455,000 in 2000.  The increase was primarily  attributable  to the
result of additional  corporate and administrative  expenses associated with the
purchase of Home Account, including an increase in facilities expense and in bad
debt expense associated with the Home Account  receivables assumed in connection
with the acquisition.  The Company expects to continue  controlling  general and
administrative  expenses  and plans to  continually  assess  its  operations  in
managing the  continued  development  of  infrastructure  to handle  anticipated
business levels.

Selling and Marketing

     Selling and marketing expenses  increased  $2,843,000 to $9,575,000 in 2001
from  $6,732,000 in 2000.  This was primarily  attributable  to increases in the
number of selling  and  marketing  employees,  travel and  outside  professional
services,  and the additional  expenses  associated with the sales and marketing
efforts of Home Account.

Research and Development

     Research and development costs increased  $1,217,000 to $15,729,000 in 2001
from  $14,512,000  in 2000.  The  increase  was  primarily  attributable  to the
additional  expenses  associated with the research and development staff of Home
Account, offset by InteliData's significant IWB development efforts in 2000. The
Company  incurs  research  and  development  expenses  primarily  in writing and
developing the Interpose(R)  Transaction  Engine for the Open Financial Exchange
("OFX") standard and building the Interactive  Financial Exchange  ("IFX")-based
network electronic bill payment switch for our Interpose(R) and EBPP solutions.

Realized Gains on Sales of Investments

     On January 20, 2000, Home Financial  Network,  Inc.  ("HFN"),  a company in
which  InteliData  held  approximately  a 25%  ownership  interest,  merged with
Sybase, Inc.  ("Sybase").  InteliData  accounted for its investment in HFN using
the equity method. As of the merger date, such  investment's  carrying value was
zero.  In exchange  for its portion of  ownership  in HFN,  InteliData  received
approximately  $5,867,000 in cash and  approximately  1,770,000 shares of Sybase
stock.  The Company also held warrants to purchase HFN common stock.  As part of
the merger  agreement,  such warrants were  converted  into warrants to purchase
Sybase  common  stock.  The Company  received  640,000  "warrant  units" with an
exercise  price of $2.60 per warrant  unit.  Upon exercise of each warrant unit,
the Company is entitled to receive $1.153448 in cash and 0.34794 share of Sybase
common stock.

     As part of this merger  transaction,  an escrow account was  established to
provide Sybase  indemnity  protection  against  possible claims that might arise
against  HFN.  Approximately  133,000  shares of Sybase  common  stock  owned by
InteliData  were put in escrow,  along with  approximately  $440,000 of cash. In
March 2001, the Company received the escrow payments less approximately $129,000
for  miscellaneous  claims under the escrow provision.  During 2000,  InteliData
recognized a gain of approximately $42,604,000 on this transaction and a gain of
$5,998,000 on the subsequent disposition of some of the Sybase common stock. The
remaining  holdings of Sybase  common stock were sold during 2001 for a net gain
of $507,000.  This net gain  combined  with the loss of $129,000
<page>


from  the  escrow  claims  represent  the  $378,000  realized  gains on sales of
investments.  At December 31, 2001, the Company owned all 640,000  warrant units
described above.

     Prior to January 1, 2001,  the Company  considered its investment in Sybase
common   stock  and   warrants   to   purchase   Sybase   common   stock  to  be
available-for-sale  under the  provisions  of Statement of Financial  Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities  ("SFAS  115").  Effective  January  1,  2001,  the  Company  adopted
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"),  which establishes  accounting
and reporting standards for derivative instruments and for hedging activities by
requiring  that all  derivatives be recognized in the balance sheet and measured
at fair value.

     In  accordance  with SFAS 115,  the balance  sheets  include  $210,000  and
$494,000 of unrealized gain on investments (net of taxes),  within stockholders'
equity as of December 31, 2001 and 2000, respectively.  As of December 31, 2000,
the unrealized gain on investments  balance represented the increase in the fair
market value of the Sybase holdings from the January 20, 2000 merger transaction
date to the  respective  balance  sheet  date.  As of  December  31,  2001,  the
accumulated other  comprehensive loss balance represents the changes in the fair
market value of the Sybase common stock. In accordance with SFAS 133, the change
in the fair market value of the Sybase warrants was recorded in the statement of
operations (see below).

     SFAS  133  requires  that all  derivative  financial  instruments,  such as
forward  currency  exchange  contracts,  interest  rate swaps and the  Company's
warrants to purchase Sybase stock, be recognized in the financial statements and
measured at fair value  regardless  of the  purpose or intent for holding  them.
Changes  in the fair  value  of  derivative  financial  instruments  are  either
recognized  periodically  in income or  shareholders'  equity (as a component of
comprehensive  income),  depending  on whether the  derivative  is being used to
hedge  changes in fair  value or cash  flows.  The  Company's  adoption  of this
pronouncement,  effective  January 1, 2001,  did not result in an adjustment for
the  cumulative  effect of an  accounting  change,  because the  carrying  value
reflected the fair value under the previous accounting  guidance.  In accordance
with SFAS 133, the Company recorded an unrealized loss on investment of $866,000
in the statement of operations for the year ended December 31, 2001.

Other Income

     Other income,  primarily investment and interest income, decreased $499,000
to $625,000 in 2001 from  $1,124,000 in 2000.  The decrease is  associated  with
decreased levels of cash and cash equivalents in 2001 as compared to 2000.

Income Taxes

     The provision  (benefit)  income taxes were $(160,000) and $488,000 for the
years ended December 31, 2001 and 2000, respectively.  The provision in 2000 was
related to the  alternative  minimum  tax on the gain on the Sybase  investment,
while the benefit in 2001  represented  a refund  related to the prior year.  At
December 31, 2001, the Company had net operating loss  carryforwards for federal
income tax purposes of approximately $193 million,  which expire in 2008 through
2021,  general business tax credits of approximately  $489,000,  which expire in
2005  through  2010,  and an  alternative  minimum  tax credit  carryforward  of
approximately  $197,000,  which may be carried forward  indefinitely and used to
offset future  regular  taxable  income.  Annual use of the net  operating  loss
carryforwards of approximately  $45 million,  which was incurred by Home Account
prior to its  acquisition  by the  Company,  will be limited  under the Internal
Revenue Code as a result of cumulative  changes in ownership of more than 50% in
2001.

Discontinued Operations

     During  2000,  US West  notified  the Company  that US West would no longer
permit  InteliData to include the lease billing on the US West telephone  bills.
As such,  InteliData has discontinued billing its legacy customers for Caller ID
adjunct unit leases in the US West telephone service territory, because the cost
of individually  billing and pursuing collections for the leases would have made
it impractical and  uneconomical  for the Company to continue the lease program.
Accordingly,  the  results  of  operations  from  leasing  activities  have been
reported  as  discontinued  operations.  In 2001,  the  Company did not have any
activity in discontinued operations.  In 2000, the Company experienced a loss of
$262,000 in discontinued operations, net of income taxes.

<page>

     As of  December  31, 2001 and 2000,  the net  liabilities  of  discontinued
operations of $504,000 and $755,000 relate to the telecommunications  divisions,
respectively.  This relates to the potential  environmental  clean up associated
with InteliData's  former New Milford,  Connecticut  property.  In January 2000,
InteliData sold the New Milford,  Connecticut building, its only remaining asset
in discontinued operations of the telecommunications division. In the context of
this sale,  InteliData  agreed to undertake  limited  remediation of the site in
accordance with applicable state law. The subject site is not a federal or state
Superfund  site and  InteliData  has not been named a  "potentially  responsible
party" at the site.  The  remediation  plan agreed to with the purchaser  allows
InteliData  to  use  engineering   and   institutional   controls  (e.g.,   deed
restrictions) to minimize the extent and costs of the remediation.  Further,  at
the time of the sale of the facility,  InteliData  established a $200,000 escrow
account for certain  investigation/remediation  costs.  As of December 31, 2001,
this escrow  account  balance  remained at $200,000.  Moreover,  InteliData  has
obtained  environmental  insurance to pay for remediation costs up to $6,600,000
in excess of a retained exposure limit of $600,000.  InteliData has recorded its
estimated  liability  related  to this  matter  and other  costs  related to the
discontinued operations.

     The Company has engaged a legal firm and an  environmental  specialist firm
to  represent  InteliData  regarding  this  matter.  The timing of the  ultimate
resolution  of this matter is estimated to be from three to five years under the
Company's  proposed  compliance plan,  which involves a natural  attenuation and
periodic compliance  monitoring  approach.  Management does not believe that the
resolution  of this matter will be likely to have a material  adverse  effect on
the Company's financial condition or results of operations.

Income (Loss) from  Continuing  and  Discontinued  Operations,  Weighted-Average
Common Shares Outstanding and Basic and Diluted Income (Loss) Per Common Share

     The basic and diluted  weighted-average  common shares  outstanding for the
year  ended   December   31,   2001  was   45,897,000,   compared   to  a  basic
weighted-average   common  shares   outstanding  of  38,237,000  and  a  diluted
weighted-average  common shares  outstanding  of  40,843,000  for the year ended
December 31, 2000.  The increase  resulted  primarily from the exercise of stock
options and warrants,  stock  purchases  under the Employee Stock Purchase Plan,
the granting of certain stock awards,  the issuance of 6,900,000  shares for the
acquisition  of Home Account,  and the issuance of the 2,863,000  shares for the
private placement during 2001.

     Income (loss) from continuing operations were $(30,041,000) and $23,920,000
for the years  ended  December  31,  2001 and 2000,  while the gain  (loss) from
discontinued operations were $0 and $(262,000) for 2001 and 2000,  respectively.
Net  income  (loss)  were  $(30,041,000)  and  $23,658,000  for 2001  and  2000,
respectively.

     As a result of the foregoing,  basic and diluted  earnings per common share
for 2001 was a net loss of $(0.65).  Basic  earnings  per common  share for 2000
were  income  of  $0.63  from  continuing  operations,   loss  of  $(0.01)  from
discontinued  operations,  and net income of $0.62.  Diluted earnings per common
share for 2000 were income of $0.59 from continuing operations,  loss of $(0.01)
from discontinued operations, and income of $0.58 for net income.

Results of Operations - Years Ended December 31, 2000 and 1999

     As discussed in the previous section,  the Company  discontinued the Caller
ID leasing business in 2000. Accordingly, the results of operations from leasing
activities have been reported as discontinued  operations and prior year results
have been appropriately reclassified.

Revenues

     The Company's  revenues  were  $5,101,000 in 2000 compared to $6,493,000 in
1999,  a decrease  of  $1,392,000.  The  decrease  was a result of a decrease in
software revenue of $1,479,000,  an increase in consulting and services revenues
of  $1,892,000,  and an expected  reduction from residual  royalty  arrangements
relating to the sale of bill-payment software to VISA Interactive.  During 2000,
software  revenues  contributed  $673,000,  consulting and services  contributed
$3,884,000  and royalty  arrangements  contributed  $544,000.  During 1999,  the
Company earned  $2,152,000 from software  sales,  $1,992,000 from consulting and
services, and $2,349,000 from royalty arrangements.

<page>

     The decrease in software  revenue was due to several  large systems sold in
the  beginning of 1999,  while the systems  sold in 2000  occurred in the latter
part of the year.  As a result,  the Company was able to perform on and earn the
revenue  associated with the 1999 sales during 1999. Some revenue related to the
2000 sales was deferred  and was  recognized  in 2001 as the systems  deliveries
were  completed and  accounting  criteria were met.  Meanwhile,  the increase in
consulting  and services  revenues from 1999 to 2000 was due to the increases in
the  Company's  recurring  revenue  from fees  associated  with its  hosting and
service bureau operations.

     During 2000,  the Company  continued to sell  software that assists FI's in
connecting  customers who bank via the Internet and to sell outsourced solutions
to FI's in the form of a service bureau and Internet hosting services.

     During  2000,  US West  notified  the Company  that US West would no longer
permit  InteliData to include the lease billing on the US West telephone  bills.
As such,  InteliData has discontinued billing its legacy customers for Caller ID
adjunct unit leases in the US West telephone service territory, because the cost
of individually  billing and pursuing collections for the leases would have made
it impractical and  uneconomical  for the Company to continue the lease program.
The leasing business segment was discontinued and, accordingly has been reported
as discontinued operations.

     As anticipated, the revenue for 2000 was negatively affected by the decline
and the cessation of the royalty  revenue  stream from the sale of  bill-payment
software to VISA Interactive.  The expected  cessation was a significant  factor
when comparing 2000 period results with prior periods. In summary,  the revenues
from  royalties  were $544,000 and  $2,349,000  for the years ended December 31,
2000 and 1999, respectively. The difference of $1,805,000 for the year is due to
the decline in the revenue  stream,  as previously  disclosed,  and to the final
cessation of the royalty streams. The significant decrease from period to period
was also  attributable  to royalties from the sale of  bill-payment  software to
VISA  Interactive that occurred in 1995 and that was amended by the 1997 sale of
VISA Interactive to Integrion.  The $5,000,000 royalty  pre-payment made in 1997
was fully recognized as revenue through the third quarter of 1999.


Cost of Revenues and Gross Profit

     The  Company's  cost of revenues  increased  $977,000 to $2,720,000 in 2000
from  $1,743,000 in 1999.  The increase was primarily due to a change in product
mix, and an increase in cost of revenues for software and services.

     Gross  margin  percentages  will vary based upon the  revenue  mix  between
software sales,  service  revenues and outsourced  services,  and based upon the
composition  of  services  revenues  earned  during the  period.  As the Company
modifies its business  model,  cost of sales should increase based on the higher
costs  associated  with  the  operations  of  the  service  bureau  and  hosting
businesses.

General and Administrative

     General and  administrative  expenses  increased  $253,000 to $6,455,000 in
2000 from  $6,202,000  in 1999.  The  increase  was  primarily  attributable  to
additional facilities expenses and an increase in employees.

Selling and Marketing

     Selling and marketing expenses  increased  $4,249,000 to $6,732,000 in 2000
from  $2,483,000 in 1999. The increase was primarily  attributed to increases in
personnel,  participation  in  several  trade  shows,  production  of  marketing
information,  bid and proposal costs, costs associated with investor  relations,
and travel.

Research and Development

     Research and development costs increased $10,397,000 to $14,512,000 in 2000
from  $4,115,000 in 1999. The increase was primarily  attributed to the increase
of  the   number  of   research   and   development   employees,   travel,   and
employee-related   expenses.   The  Company  primarily   incurred  research  and
development expenses in writing the Interpose(R) Transaction Engine for the Open
Financial  Exchange  ("OFX")  standard,   the  development  of  electronic  bill
presentment  and payment  technology,  the development of the  Interpose(R)  Web
Banking  ("IWB")  front-end,  creating  the  infrastructure  and systems for the
service bureau and hosting businesses,  and developing upgrades of past software
products.

<page>

Realized Gains on Sales of Investments

     On January 20, 2000, Home Financial  Network,  Inc.  ("HFN"),  a company in
which  InteliData  held  approximately  a 25%  ownership  interest,  merged with
Sybase,  Inc.  InteliData  accounted for its  investment in HFN using the equity
method.  As of the merger date,  such  investment's  carrying value was zero. In
exchange for its portion of ownership in HFN, InteliData received  approximately
$5,867,000  in cash and  approximately  1,770,000  shares of Sybase  stock.  The
Company also held warrants to purchase HFN common  stock.  As part of the merger
agreement,  such warrants were converted into warrants to purchase Sybase common
stock.  The Company  received  640,000 "warrant units" with an exercise price of
$2.60 per warrant  unit.  Upon  exercise of each  warrant  unit,  the Company is
entitled to receive  $1.153448 in cash and 0.34794 share of Sybase common stock.
InteliData  recognized a gain of  approximately  $42,604,000 on this transaction
during the first  quarter of 2000.  During the year,  the Company  recognized an
additional  $5,998,000 in realized gains on the sales of the Sybase  investment.
Total realized gains for the year were $48,602,000.

Other Income

     Other income  decreased  $774,000 to  $1,124,000  in 2000 from  $350,000 in
1999.  The  increase  was  associated  with  higher  interest  income due to the
increases  in cash  and  cash  equivalents  as a  result  of the sale of the HFN
investment.

Income Taxes

     Income taxes were $488,000 and $0 for the years ended December 31, 2000 and
1999, respectively. The provision in 2000 was related to the alternative minimum
tax on the gain on the Sybase investment.

Discontinued Operations

     During  2000,  US West  notified  the Company  that US West would no longer
permit  InteliData to include the lease billing on the US West telephone  bills.
As such,  InteliData has discontinued billing its legacy customers for Caller ID
adjunct unit leases in the US West telephone service territory, because the cost
of individually  billing and pursuing collections for the leases would have made
it impractical and  uneconomical  for the Company to continue the lease program.
Accordingly,  the  results  of  operations  from  leasing  activities  have been
reported as discontinued operations.

     In  2000,  the  Company  experienced  a loss of  $262,000  in  discontinued
operations,  while there was a gain of $5,805,000 in 1999.  The loss in 2000 was
solely  related to the Caller ID business  and was  primarily  the result of the
Company's write-off of the remaining accounts receivable. The gain of $5,805,000
in 1999 is divided  into  $2,579,000  from the Caller ID  leasing  business  and
$3,226,000 from the telecommunications  and interactive services divisions.  All
of the above results are net of income taxes.

     During 1999, the gain of $3,226,000 related to the  telecommunications  and
interactive services divisions was attributable to specific events that occurred
during the year including:  favorable settlements with former telecommunications
customers,  the success of other settlements with vendors and negotiated expense
settlements,   aggressive   collection  efforts,  and  experiencing  lower  than
anticipated  shut-down  costs such as warranty  and  customer  service  expenses
associated with closing down the discontinued operations.

     As of December 31, 2000, the net liabilities of discontinued  operations of
$755,000  relate  to  the  telecommunications  divisions.  This  relates  to the
potential  environmental  clean  up  associated  with  InteliData's  former  New
Milford, Connecticut property. In January 2000, InteliData sold the New Milford,
Connecticut building, its only remaining asset in discontinued operations of the
telecommunications  division.  In the context of this sale, InteliData agreed to
undertake  limited  remediation of the site in accordance with applicable  state
law. The subject site is not a federal or state  Superfund  site and  InteliData
has  not  been  named  a  "potentially  responsible  party"  at  the  site.  The
remediation  plan  agreed  to  with  the  purchaser  allows  InteliData  to  use
engineering and institutional controls (e.g., deed restrictions) to minimize the
extent  and costs of the  remediation.  Further,  at the time of the sale of the
facility,   InteliData   established  a  $200,000  escrow  account  for  certain
investigation/remediation  costs.  As of December 31, 2001,  this escrow account
balance remained at $200,000.  Moreover,  InteliData has obtained  environmental
insurance to pay for remediation  costs up to $6,600,000 in excess of a retained
exposure  limit of
<page>

$600,000. InteliData has recorded its estimated liability related to this matter
and other costs related to the discontinued operations.

     The company has engaged a legal firm and an  environmental  specialist firm
to  represent  InteliData  regarding  this  matter.  The timing of the  ultimate
resolution  of this matter is estimated to be from three to five years under the
Company's  proposed  compliance plan,  which involves a natural  attenuation and
periodic compliance  monitoring  approach.  Management does not believe that the
resolution  of this matter will be likely to have a material  adverse  effect on
the Company's financial condition or results of operations.

Income (Loss) from  Continuing  and  Discontinued  Operations,  Weighted-Average
Common Shares Outstanding and Basic and Diluted Income (Loss) Per Common Share

     The basic and diluted  weighted-average  common shares outstanding for 2000
were  38,237,000 and 40,843,000,  respectively,  compared to 33,367,000 for both
for the same period in 1999. The increase  resulted  primarily from the exercise
of stock options and warrants, stock purchases under the Employee Stock Purchase
Plan,  and the granting of certain stock awards.  Also, as of November 1999, all
convertible  preferred stock,  which had been issued in July 1999, was converted
into common stock.

     Income (loss) from continuing  operations were $23,920,000 and $(7,700,000)
for the years  ended  December  31,  2000 and 1999,  while the gain  (loss) from
discontinued  operations  were  $(262,000)  and  $5,805,000  for 2000 and  1999,
respectively.  Net income (loss) were  $23,658,000 and $(3,831,000) for 2000 and
1999, respectively.

     In accordance with generally accepted  accounting  principles,  portions of
the  proceeds  from the sale of the  Company's  Series B  Preferred  Stock  were
allocated to certain warrants and to the preferred stock's  conversion  feature.
On the  Company's  1999  statement  of  operations,  "Preferred  stock  dividend
requirement"  in the amount of  $1,936,000 is added to the net loss to arrive at
"Net loss attributable to common stockholders."

     As a result of the foregoing, basic earnings per common share for 2000 were
income of $0.63 from continuing  operations,  loss of $(0.01) from  discontinued
operations,  and net income of $0.62. Diluted earnings per common share for 2000
were  income  of  $0.59  from  continuing  operations,   loss  of  $(0.01)  from
discontinued operations, and income of $0.58 for net income.

     For the same  period in 1999,  basic and diluted  income  (loss) per common
share were a loss of $(0.29) from continuing operations and income of $0.18 from
discontinued operations,  resulting in a basic and diluted loss per common share
of $(0.11).  In 1999, the Company's net loss attributable to common stockholders
was impacted by a charge of $1,936,000  related to the Series B Preferred  Stock
dividends and the amortization of discounts  arising from allocation of proceeds
to warrants and the beneficial conversion feature.

Liquidity and Capital Resources

     During  2001,  the  Company's  cash  and  cash  equivalents   decreased  by
$15,229,000.  At December 31, 2001, the Company had $12,026,000 in cash and cash
equivalents,  $2,917,000 in  investments,  $8,662,000 of working capital with no
long-term debt, and $44,475,000 in stockholders' equity.

     The Company's  principal needs for cash in 2001 were for funding  operating
losses and to fund working capital,  primarily  related to accounts  receivable.
The  Company  funded an  increase  in  accounts  receivable  of  $2,192,000  and
decreases in accounts  payable and accrued  expenses of $2,588,000 and $771,000,
respectively,  for the year ended  December 31,  2001.  The increase in accounts
receivable was attributable to the timing of receipts for services performed.

     The  Company's  cash  requirements  for  operating  activities in 2001 were
financed  primarily by cash and cash  equivalents  on hand and the proceeds from
sales of  investments.  Total cash  proceeds from the sale of  investments  were
approximately $6,637,000.

<page>

     Net cash provided by investing activities in 2001 was $4,127,000.  This was
a result of the sales of investments as discussed above, offset by the purchases
of property and equipment of $921,000 and the cash paid for the purchase of Home
Account  and  the  related   acquisition   costs  of  $320,000  and  $1,805,000,
respectively.

     Financing  activities provided net cash of $7,370,000 in 2001 and consisted
of $7,720,000 from the issuance of the Company's  common stock through a private
placement,  stock option  exercises,  warrant  exercises and the Employee  Stock
Purchase Plan,  offset by $350,000  related to payments made to acquire treasury
stock.


     Contractual  Obligations  - The decision by the Company to divest itself of
its  telecommunications  business segment created certain financial  obligations
and  uncertainties  for the future.  The Company is required to satisfy  certain
obligations  of the  telecommunications  business  that  will  carry  on  beyond
December  31,  2001.  As of December  31,  2001,  the  Company  had  $504,000 in
remaining liabilities related to the discontinued  operations.  During 2000, the
Company sold the only remaining asset it had in the  discontinued  operations --
the  building  in  New  Milford,  Connecticut.   Liabilities  remaining  in  the
discontinued  operations  represent the Company's estimated liability related to
potential  environmental  clean-up at the New Milford  location and other costs.
The Company is working with its professional  advisors and insurer to manage its
exposure to liability for the potential  environmental clean up. The Company has
hired an  environmental  specialist  firm to perform a study of the damages,  to
prepare a project  plan,  to work with the state  agency,  and to remediate  the
damages.  Additionally,  the Company has acquired insurance to cap the potential
costs and losses at a reasonable  amount.  Such amounts and insurance costs have
been  accrued  for  as of  December  31,  2001.  Management  believes  that  the
combination  of the project plan and the insurance  arrangements  will cause the
resolution of this matter to not have a material adverse effect on the Company's
financial condition or results of operations.

     The  Company  leases   facilities  and  equipment   under   cancelable  and
noncancelable  operating lease  agreements.  Future minimum lease payments under
noncancelable  operating leases with initial or remaining terms in excess of one
year at December 31, 2001, were as follows (in thousands):

            Years Ending December 31,
            -------------------------
                       2002                                      $       1,157
                       2003                                              1,012
                       2004                                                808
                       2005                                                411
                       2006                                                330
                       2007 and thereafter                                  --
                                                                  ------------
                           Total minimum lease payments          $       3,718
                                                                 =============

     The Company is not currently a party to any material litigation.  From time
to  time,  the  Company  is a party  to  routine  litigation  incidental  to its
business.  Management does not believe that the resolution of any or all of such
routine  litigation  will be likely  to have a  material  adverse  effect on the
Company's financial condition or results of operations.

     The  Company  believes  that it  currently  has the  capital  necessary  to
continue  funding its operations in 2002.  During 2002, the Company  expects its
operating  losses to decline  based on  increases  in  recurring  revenue due to
increases  in the  adoption  rates and  penetration  rates of Internet  banking,
credit card bill  presentment,  and electronic  bill pay operations and based on
our periodic  rationalization  of headcount  and other  expenses in light of our
available  capital  and  anticipated  business  forecast.  In 2002,  the Company
expects  to focus  most of its  research  and  development  efforts  on the EBPP
Solutions.   The  Internet   banking,   Interpose(R)   OFX  Gateway,   and  Card
Solutions(TM)  products  are  currently  in  operation  at  customer  sites  and
development  efforts  will be focused  largely on product  upgrades  and product
maintenance.  The initial phase of the InteliWorks(TM) CSP product was completed
in October 2001. The Company will continue funding research and development into
this  product  to  expand  the  number  of  processor  interfaces,  build a more
comprehensive  Customer  Care  tool,  complete  development  of full  "pay  any"
capabilities and, most significantly, to create a Universal Directory Service.

New Accounting Pronouncements

     Recent Accounting  Pronouncements - In June 2001, the Financial  Accounting
Standards Board ("FASB") issued Statement of Financial  Accounting Standards No.
141, Business Combinations ("SFAS 141") and SFAS No.
<page>

142,  Goodwill  and Other  Intangible  Assets  ("SFAS  142").  SFAS 141 requires
business  combinations  initiated  after June 30, 2001 to be accounted for using
the purchase  method of  accounting,  and  broadens  the criteria for  recording
intangible  assets  separate  from  goodwill.  SFAS 142  requires  the use of an
amortization and non-amortization approach to account for purchased goodwill and
certain  intangibles.  Under a non-amortization  approach,  goodwill and certain
intangibles will not be amortized into results of operations,  but instead would
be reviewed for impairment and written down and charged to results of operations
only in the  periods  in which  the  recorded  value  of  goodwill  and  certain
intangibles is more than its fair value. The  amortization and  non-amortization
provisions  of SFAS 142 will be applied to all  goodwill and  intangible  assets
acquired  after June 30, 2001.  The  provisions of each  statement that apply to
goodwill and intangible  assets  acquired prior to June 30, 2001 will be adopted
by the Company on January 1, 2002.  We expect the  adoption of these  accounting
standards  will have the impact of  reducing  our  amortization  of the  current
goodwill  and  certain  intangibles  commencing  January 1, 2002 and reviews for
impairment may result in future periodic write-downs.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of  Long-Lived  Assets,  which is  effective  January 1, 2002.  This
statement  replaces SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and some  provisions  of
Accounting Principles Board Opinion No. 30, Reporting the Effects of Disposal of
a Segment of a Business and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions. SFAS No. 144 requires that one accounting model be used
for long-lived  assets to be disposed of by sale,  whether  previously  held and
used or newly  acquired.  It also  broadens  the  presentation  of  discontinued
operations to include more disposal transactions. The Company's adoption of this
pronouncement  on January 1, 2002 is not  expected to have a material  affect on
the Company's financial position, results of operations, or cash flows.

     Adoption  of  Accounting  Pronouncements  - In June 1998,  the FASB  issued
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"),  which establishes  accounting
and reporting standards for derivative instruments and for hedging activities by
requiring  that all  derivatives be recognized in the balance sheet and measured
at fair value. SFAS 133 requires that all derivative financial instruments, such
as forward currency exchange contracts and interest rate swaps, be recognized in
the financial statements and measured at fair value regardless of the purpose or
intent for  holding  them.  Changes in the fair  value of  derivative  financial
instruments are either recognized periodically in income or shareholders' equity
(as a component of comprehensive income), depending on whether the derivative is
being used to hedge changes in fair value or cash flows. The Company's  holdings
of the Sybase  warrants  are defined as  derivatives  under this  guidance.  The
Company's  adoption of this  pronouncement,  effective  January 1, 2001, did not
have a material effect on the Company's financial  statements as of the adoption
date.  For the year ended  December 31, 2001,  InteliData  recorded  $866,000 of
unrealized losses in the statement of operations based on the fluctuation in the
fair value of the Sybase warrants.

     Other  Significant  Accounting  Pronouncements  -  In  December  1999,  the
Securities and Exchange  Commission  issued Staff  Accounting  Bulletin No. 101,
Revenue  Recognition in Financial  Statements,  which  provides  guidance on the
recognition,  presentation  and  disclosure of revenue in financial  statements.
The Company's  application  of this pronouncement did not have a material effect
on the Company's financial statements.


Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995

     This Form 10-K filing and the documents  incorporated  by reference  herein
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  the
realization  of which may be  impacted  by the factors  discussed  below.  These
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995 (the "Act").  The Company
cautions readers that the following  important  factors,  among others,  in some
cases have affected the Company's actual results,  and could cause the Company's
actual results for 2002 and beyond to differ  materially from those expressed in
any  forward-looking  statements  made by, or on behalf  of,  the  Company.  The
following  list of  factors  should not be  construed  as  exhaustive  or as any
admission regarding the adequacy of disclosures made by the Company prior to the
date hereof or the effectiveness of said Act.  Additionally,  the Company is not
under any obligation (and expressly  disclaims an obligation to) update or alter
its  forward-looking  statements,  whether  as a result  of new  information  or
otherwise. We wish to caution you that such risks and uncertainties include, but
are not limited to:

<page>

     o    our ability to continue funding operating losses;
     o    our ability to manage our expenses in line with  anticipated  business
          levels;
     o    our  ability to complete  product  implementations  in  required  time
          frames;
     o    our ability to increase our recurring revenues and profits through our
          ASP business  model;
     o    the impact of competitive products,  pricing pressure,  product demand
          and market acceptance risks;
     o    the pace of consumer  acceptance  of home  banking and reliance on our
          bank clients to increase usage of Internet banking by their customers;
     o    the effect of general  economic  conditions on the financial  services
          industries;
     o    mergers and acquisitions;
     o    the risk of integration of our technology by large software companies;
     o    the  ability  of  FI's  customers  to  implement  applications  in the
          anticipated   time   frames   or  with   the   anticipated   features,
          functionality or benefits;
     o    our  reliance  on  key   strategic   alliances   and  newly   emerging
          technologies;
     o    our ability to leverage  our Spectrum  relationship  into new business
          opportunities in the EBPP market;
     o    the on-going  viability of the  mainframe  marketplace  and demand for
          traditional mainframe products;
     o    our ability to attract and retain key employees;
     o    the availability of cash for long-term growth;
     o    product obsolescence;
     o    our ability to reduce product costs;
     o    fluctuations in our operating results;
     o    delays in development of highly complex products; and
     o    other  risks  detailed  from  time  to time in our  filings  with  the
          Securities and Exchange Commission.

     In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would,"  "expects,"  "plans,"  "anticipates,"
"believes,"   "estimates,"  "projects,"  "predicts,"  "potential,"  and  similar
expressions intended to identify  forward-looking  statements.  These statements
reflect  our  current  views  with  respect  to future  events  and are based on
assumptions and subject to risks and uncertainties.  Given these  uncertainties,
you should not place undue  reliance  on these  forward-looking  statements.  We
discuss  many of these  risks in this  prospectus  in greater  detail  under the
heading  "Risk  Factors." In connection  with  forward-looking  statements  that
appear in these  disclosures,  readers  hereby  should  carefully  consider  the
factors set forth under "Risk Factors."


Risk Factors Particular to Our Company


     We may require additional  capital,  which we may not be able to obtain, to
be able to fund  future  operating  losses,  working  capital  needs and capital
expenditures.

     The  expansion  and  development  of our  business  may require  additional
capital in the future to fund our operating  losses,  working  capital needs and
capital  expenditures.  The capital  markets are very volatile and we may not be
able to obtain  future  equity or debt  financing in the future on  satisfactory
terms or at all.  Our  failure to generate  sufficient  cash flows from sales of
products  and services or to raise  sufficient  funds may require us to delay or
abandon some or all of our development  and expansion plans or otherwise  forego
market opportunities. Our inability to obtain additional capital on satisfactory
terms may delay or prevent the expansion of our business,  which could cause our
business, operating results and financial condition to suffer.


     We may not be able to manage our expenses in line with anticipated business
levels.

     We continually seek to control our general and administrative  expenses and
assess our operations in managing the continued development of infrastructure to
handle  anticipated  business  levels.  Our inability so to control expenses and
manage our  infrastructure  could  cause our  business,  operating  results  and
financial condition to suffer.

<page>

     The acquisition costs associated with our purchase of Home Account Holdings
may exceed the  benefits  we  ultimately  realize,  which  could have an adverse
effect on our business, operations, financial condition, and stock price.

     If the costs  associated  with the  acquisition  of Home  Account  Holdings
ultimately  exceed the benefits  realized,  we may experience  increased  losses
which  could  cause a decline  in the price of our  common  stock on the  NASDAQ
National  Market  and  which  could  have an  adverse  effect  on our  business,
operations and financial condition.


     Rapidly  changing  technologies  could make our products  obsolete that may
adversely affect our business, operations and financial conditions.

     Our business  activities are concentrated in fields  characterized by rapid
and  significant  technological  advances.  It is possible that our products and
services  will not  remain  competitive  technologically  or that our  products,
processes or services will not continue to be reflective of such  advances.  The
following,  among  other  factors,  may  adversely  affect  our  ability  to  be
technologically competitive:

     o    our competitors may develop other  technologies  that could render our
          products and services noncompetitive or obsolete;
     o    we may be unable to locate,  hire and retain  management and other key
          personnel  with the skills and abilities  required to further  advance
          and develop our  software  products  and  services and to maintain our
          technological competitiveness;
     o    we may be unable to  introduce  new  products or product  enhancements
          that  achieve  timely  market  acceptance  and meet  FI's or  Internet
          banking or EBPP customers' needs;
     o    we may encounter unanticipated technical,  marketing or other problems
          or delays  relating to new  products,  features  or  services  that we
          recently introduced or that we may introduce in the future;
     o    we may be  unable  to keep  pace  with our  competitors'  spending  on
          research  and  development  of  new  products   because  most  of  our
          competitors  and  potential  competitors  have  significantly  greater
          financial,  technological and research and development  resources than
          we have;
     o    we may be unable to  develop,  produce  and  market  new  products  as
          cheaply  as our  competitors  and we may  not be  able  to  offer  new
          products to customers at a competitive price; and,
     o    we may be  unable  to  leverage  our  relationship  with  Spectrum  (a
          consortium  of banks aligned to invest in the  development  of an EBPP
          solution) into new business opportunities in the EBPP market.

     An inability to compete  successfully  in an  increasingly  competitive and
crowded  marketplace  could  adversely  affect  our  business,   operations  and
financial conditions.

     The market for Internet banking and other  interactive  financial  products
and  services  is  highly  competitive  and  subject  to  rapid  innovation  and
technological  change,  shifting  consumer  preferences and frequent new product
introductions.  A number of corporations,  including S-1 Corporation,  Corillian
Corporation,  Financial  Fusion,  Inc.,  Digital  Insight,  Inc.,  and Incurrent
Solutions,  Inc.,  some of which have greater  resources than us, offer products
and services that compete  directly with the products and services we offer.  We
expect the number of competitors  in the Internet  banking and EBPP products and
services  industry  to  expand  greatly  as a result  of the  popularity  of the
Internet and widespread  ownership of personal computers.  We foresee our future
competitors as including:

     o    banks  that  have  already  developed  (or plan to  develop)  Internet
          banking  and  EBPP  products  for  their  own   customers,   with  the
          possibility  of offering  the products to other banks and other banks'
          customers;
     o    non-banks that may develop Internet banking and EBPP products to offer
          to banks; and,
     o    computer software and data processing  companies that currently offer,
          or will offer  Internet  banking and EBPP services  through the use of
          their broad distribution channels that may be used to bundle competing
          products directly to end-users or purchasers.

     Our operating  results  fluctuate which could have an adverse effect on our
business, operations and financial condition.

     Our quarterly operating results have varied  significantly in the past, and
it is likely that they will vary greatly in the future. Some of the factors that
will likely cause our operating results to fluctuate are:

     o    the size and timing of customer orders;
     o    changes in our pricing policies or those of our competitors;
     o    new product introductions or enhancements by our competitors or by us;

<page>


     o    delays in the introduction of new products or product  enhancements by
          our competitors or by us;
     o    customer order  deferrals by our customers in anticipation of upgrades
          and new products;
     o    market acceptance of new products;
     o    the  timing  and  nature  of  sales,   marketing,   and  research  and
          development expenses by our competitors or by us; and,
     o    other  changes in operating  expenses,  personnel  changes and general
          economic conditions.

     Additionally,  certain banks and other FI's have  recently  combined or are
proposing to combine,  and we are unable to assess the future  effect that those
combinations and other possible consolidations in the banking industry will have
upon us. No assurance  can be given that  quarterly  variations in our operating
results will not occur in the future,  and  accordingly,  the results of any one
quarter may not be indicative of the operating results for future quarters.

     Future  sales by  existing  shareholders  may lower the price of our common
stock, which could result in losses to our shareholders.


     Future  sales of  substantial  amounts  of our  common  stock in the public
market,  or the  possibility of such sales  occurring,  could  adversely  affect
prevailing  market  prices for our common  stock or our future  ability to raise
capital  through an  offering  of equity  securities.  Substantially  all of our
common stock is freely tradable in the public market without  restriction  under
the Securities Act, unless these shares are held by "affiliates" of our company,
as that term is defined in Rule 144 under the Securities Act. In particular:

     o    We have issued  2,862,727  shares of our common  stock and warrants to
          acquire  up to  1,431,364  shares  of  our  common  stock  to  certain
          investors  in a  private  placement  that  closed  in  December  2001.
          Additionally,  we issued  warrants to acquire up to 286,273  shares of
          common stock to our  placement  agent in  connection  with the private
          placement.  The shares of common  stock and the shares of common stock
          issuable upon exercise of the warrants issued in the private placement
          are being registered pursuant to this registration statement, and when
          this registration statement becomes effective,  such issued shares and
          any shares  issued upon  exercise of the warrants  shall become freely
          tradable in the public market without restriction under the Securities
          Act.
     o    We have issued  6,900,000  shares of our common stock  pursuant to our
          acquisition  of  Home  Account   Holdings.   These  shares  have  been
          registered  with the SEC and are freely  tradable in the public market
          subject to certain restrictions in the acquisition agreements.
     o    Of the  6,900,000  shares,  5,900,000  shares  have been  released  to
          certain  individuals  who  held  stock  in  Home  Account  before  our
          acquisition, in accordance with the transfer restriction provisions of
          the  acquisition  agreements.  Six hundred and ninety  thousand shares
          were released to certain of these individuals in August 2001.  Another
          1,035,000  shares  were  released to certain of these  individuals  in
          November 2001. The remaining  shares (other than 1,000,000 shares held
          in escrow for possible  indemnity claims) were released in March 2002.
          Shares  released  from the  indemnity  escrow  would be  released  not
          earlier than March 31, 2002.

     We possess limited patent or registered  intellectual  property rights with
respect to our  technology  and any loss or  infringement  of those rights could
cause us to lose a valuable  competitive  advantage or incur  costly  litigation
expenses  that could  have an adverse  effect on our  business,  operations  and
financial condition.

     We possess limited patent or registered  intellectual  property rights with
respect to our technology.  We depend, in part, upon our proprietary  technology
and know-how to  differentiate  our products from those of our  competitors  and
work  independently and from time to time with third parties with respect to the
design and  engineering  of our own products.  We also rely on a combination  of
contractual  provisions,  trademarks,  and  trade  secret  laws to  protect  our
proprietary technology. There can be no assurance, however, that we will be able
to protect our technology or successfully  develop new technology or gain access
to such  technology,  that third  parties  will not be able to  develop  similar
technology independently or design around our intellectual property rights, that
competitors will not obtain unauthorized  access to our proprietary  technology,
that third parties will not misuse the  technology to which we have granted them
access,  or that our contractual or legal remedies will be sufficient to protect
our  interests  in  our  proprietary  technology.  Enforcing  or  defending  our
intellectual property rights could be very expensive.  If we cannot preserve our
intellectual property rights, we may be at a competitive disadvantage.

<page>

     Claims Against Us for Infringement of Another Party's Intellectual Property
Rights Could Cause Us to Incur Costly Litigation  Expenses or Impact Our Ability
to Offer Products or Services to Our Market

     The Internet banking  software and services  industry has become an area of
substantial  litigation  concerning  intellectual  property  rights.  Claims  of
infringement  by third parties could have a  significant  adverse  impact on our
business. The expenses associated with defending claims, even if successful, are
often  significant.  In the event that we were found to infringe a third party's
rights, we would be required to enter into a royalty  arrangement to continue to
offer  the  infringing  products  and  services.  If we were  unable  to  obtain
acceptable  royalty  terms,  we would be  forced  to  discontinue  offering  the
infringing  products  and services or modify the products and services to become
non-infringing.  This  could  result  in the  significant  loss of  revenues  or
considerable additional expense.

     Delays in the development of new products or in the  implementation  of new
or existing products at customer locations and defects or errors in the products
we sell could adversely affect our business, operations and financial condition.

     We may experience  delays in the  development of the software and computing
systems  underlying our products and services.  Additionally,  we may experience
delays when implementing our products at customer  locations,  and customers may
be  unable  to  implement   our  products  in  the  time  frames  and  with  the
functionalities  that they expect or require.  There can be no  assurance  that,
despite our testing,  errors will not be found in the  underlying  software,  or
that we will not  experience  development  delays,  resulting  in  delays in the
shipment  of our  products,  the  commercial  release of our  products or in the
market  acceptance of our products,  each of which could have a material adverse
effect on our business, operations and financial condition.


     We are dependent on key personnel,  the loss of whom could adversely affect
our business, operations and financial condition.  Additionally, we will need to
locate,  hire and retain additional  qualified personnel to continue to grow our
business.

     Our  performance  is  substantially  dependent  on the  performance  of our
executive  officers  and key  employees.  We depend on our ability to retain and
motivate high quality personnel,  especially  management and skilled development
teams.  The loss of  services  of any of our  executive  officers  or other  key
employees  could have a material  adverse effect on our business,  operations or
financial condition.

     Our future  success  also  depends on our  continuing  ability to identify,
hire,  train  and  retain  other  highly  qualified   technical  and  managerial
personnel.  Competition  for such  personnel  is  intense,  and  there can be no
assurance  that we will be able to attract,  assimilate  or retain  other highly
qualified  technical and  managerial  personnel in the future.  The inability to
attract and retain the necessary technical and managerial personnel could have a
material adverse effect upon our business, operations or financial condition.


Risk Factors Associated With Our Industry


     The Internet  banking and EBPP industries are relatively new and developing
markets,  and our success  depends on the acceptance and growing use of Internet
banking and electronic bill presentment and payment.

     Internet  banking and EBPP  continue to be developing  markets.  Our future
financial  success in the relatively new Internet  banking and EBPP  marketplace
depends, in part, upon:

     o    consumer  acceptance  of, and FI's support for,  Internet  banking and
          EBPP technologies;
     o    continued growth in personal computer sales and the number of personal
          computers with Internet access and continued reductions in the cost of
          personal computers and Internet access;
     o    the degree of FI's success in marketing the Internet  banking and EBPP
          products to their  customers and the ability of these  institutions to
          implement  applications in anticipated time frames or with anticipated
          features and functionalities; and,
     o    the  continued  absence of  regulatory  controls and  oversight of the
          Internet and electronic commerce.

     Even  if  this  market  experiences  substantial  growth,  there  can be no
assurance that our products and services will be commercially successful or that
we will benefit from such growth. Therefore, there can be no assurance as to the
timing, introduction, or market acceptance of, or necessary regulatory approvals
for, our products and services.

<page>

     Concerns related to system security and consumer  protections could prevent
the  widespread  acceptance  of Internet  banking  and EBPP and could  adversely
affect our business, operations and financial condition.

     The  willingness  of  consumers  and  FI's  to use  personal  computer  and
Internet-based  banking,  bill payment and other financial services will depend,
in part, upon the following factors:


     o    our  ability to protect  consumer  information  relating  to  personal
          computer  and  Internet-based  banking  and other  financial  services
          against the risk of fraud, counterfeit and technology failure;
     o    the  frequency of  interruptions,  delays and  cessation in service to
          FI's and  individuals  resulting from computer  viruses,  break-ins or
          other problems;
     o    the increase in the cost of our services and products,  as well as the
          cost to up-grade  the  services and products to keep pace with rapidly
          changing  computer  and  Internet  technologies,  may be  increased by
          expenditures  of capital and  resources to reduce  security  breaches,
          break-ins  and  computer  viruses;  and,
     o    the erosion of public and  consumer  confidence  in the  security  and
          privacy of Internet banking and EBPP.

     The threat of  increased  government  regulation  of the  Internet  and the
continuing legal uncertainty and potential  liabilities  associated with sharing
personal and financial  information on the Internet could  adversely  affect our
business, operations and financial condition.

     Our products rely on the  cost-effectiveness of, and ease of access to, the
Internet. There are currently few laws or regulations directly applicable to, or
commerce  or  other  communications  on,  the  Internet.  However,  due  to  the
increasing  popularity and use of the Internet, it is possible that new laws and
regulations may be adopted with respect to the Internet, covering issues such as
user privacy,  the collection or processing of personal  information,  copyright
infringement  and the  pricing,  characteristics  and  quality of  products  and
services.  Consumers'  concerns  relating to privacy,  security  and  increasing
regulation  could hinder the use of the Internet and the growth of our business.
The adoption of restrictive  laws or regulations  may increase the cost of doing
business over the Internet. The application to the Internet of existing laws and
regulations  governing such issues as property ownership and personal privacy is
subject to substantial uncertainty. Mandatory privacy and security standards and
protocols  are still being  developed by government  agencies,  and we may incur
significant  expenses  to  comply  with any  requirements  that  are  ultimately
adopted.  Our FI's customers  require that our products and services will permit
them to operate in compliance with all applicable laws and  regulations.  We may
become subject to direct  regulation as the market for our products and services
evolves.  Additionally,  current or new government laws and regulations,  or the
application  of  existing  laws and  regulations,  may expose us to  significant
liabilities or otherwise impair our ability to achieve our strategic  objectives
through increased operating costs or reduced market acceptance.  If Internet use
does not grow as a result of privacy or security concerns, increasing regulation
or for  other  reasons,  the  sale  of  Internet  banking  and  electronic  bill
presentment and payment products would be hindered and our business,  operations
and financial condition would be adversely affected.


ITEM 7a.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------------

     The Company currently has no long-term debt and is not currently engaged in
any transactions that involve foreign  currency.  The Company does not engage in
hedging activities.

     As of  December  31,  2001,  the  fair  value of the  Company's  investment
portfolio  was  approximately  $2,917,000,  which  consisted  of  $2,676,000  of
warrants  to  purchase   Sybase  common  stock  and  $241,000  of  fixed  income
securities.  Changes  in the fair  value of the  fixed  income  securities  will
continue  to  be  recognized  in   shareholders'   equity  (as  a  component  of
comprehensive  income). SFAS 133, which the Company adopted effective January 1,
2001, requires that changes in the fair value of the warrants to purchase Sybase
common stock be recognized  periodically in income. In accordance with SFAS 133,
the  Company  recorded  an  unrealized  loss on  investment  of  $866,000 in the
statement of operations for the year ended December 31, 2001. A 10%  fluctuation
in the stock price would result in an approximate effect of $268,000 in the fair
value of the Company's holdings of Sybase warrants.

<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----
Consolidated Financial Statements

  Consolidated Balance Sheets as of December 31, 2001 and 2000................31

  Consolidated Statements of Operations for the Years Ended
    December 31, 2001, 2000, and 1999.........................................32

  Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
    December 31, 2001, 2000, and 1999.........................................33

  Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2001, 2000 and 1999..........................................34

  Notes to Consolidated Financial Statements for the Years Ended
    December 31, 2001, 2000, and 1999.........................................35

Independent Auditors' Report..................................................50


<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000
                        (in thousands, except share data)

<table>
                                                                                            2001         2000
<S>                                                                                <C>                  <C>
                                                                                    ----------------------------
ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                                                      $     12,026    $     27,255
     Restricted cash                                                                          --             440
     Investments                                                                           2,917          10,217
     Accounts receivable, net                                                              4,992           1,486
     Other receivables                                                                       563              83
     Prepaid expenses and other current assets                                               559             320
                                                                                    ------------    ------------
         Total current assets                                                             21,057          39,801

  NONCURRENT ASSETS
     Property and equipment, net                                                           3,720           3,282
     Goodwill, net                                                                        22,038              --
     Intangibles, net                                                                     10,700              --
     Other assets                                                                            195             195
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $     57,710    $     43,278
                                                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                               $      3,346    $      4,288
     Accrued expenses                                                                      5,357           3,651
     Deferred revenues                                                                     3,164           1,014
     Other liabilities                                                                       324              --
     Net liabilities of discontinued operations                                              204             455
                                                                                    ------------    ------------
TOTAL CURRENT LIABILITIES                                                                 12,395           9,408
     Net liabilities of discontinued operations                                              300             300
     Other liabilities                                                                       540              --
                                                                                    ------------    ------------
TOTAL LIABILITIES                                                                         13,235           9,708
                                                                                    ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock, $0.001 par value; authorized 5,000,000 shares;
        no shares issued and outstanding                                                      --              --
     Common stock, $0.001 par value; authorized 60,000,000 shares;
        issued 49,723,603 shares in 2001 and 39,320,609 shares in 2000;
        outstanding 48,917,259 shares in 2001 and 38,629,897 shares in 2000                   50              39
     Additional paid-in capital                                                          303,141         261,552
     Treasury stock, at cost:  806,344 shares in 2001 and 690,712 shares in 2000          (2,473)         (2,123)
     Deferred compensation                                                                (1,395)         (1,375)
     Accumulated other comprehensive income                                                  210             494
     Accumulated deficit                                                                (255,058)       (225,017)
                                                                                    ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                                                                44,475          33,570
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     57,710    $     43,278
                                                                                    ============    ============

</table>

        See accompanying notes to consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                      (in thousands, except per share data)

<table>

                                                                                2001             2000               1999
                                                                           -----------       -----------      -----------
<S>                                                                       <C>                <C>              <C>

Revenues
     Software                                                              $   1,790         $    673         $   2,152
     Consulting and services                                                  16,506            3,884             1,992
     Royalties and other                                                          --              544             2,349
                                                                           -----------       -----------      -----------
         Total revenues                                                       18,296            5,101             6,493
                                                                           -----------       -----------      -----------

Cost of revenues
     Software                                                                      5               --               460
     Consulting and services                                                   9,005            2,720             1,283
                                                                           -----------       -----------      -----------
         Total cost of revenues                                                9,010            2,720             1,743
                                                                           -----------       -----------      -----------

Gross profit                                                                   9,286            2,381             4,750
Operating expenses
     General and administrative                                               10,065            6,455             6,202
     Selling and marketing                                                     9,575            6,732             2,483
     Research and development                                                 15,729           14,512             4,115
     Amortization of goodwill and intangibles                                  4,255               --                --
                                                                           -----------       -----------      -----------
         Total operating expenses                                             39,624           27,699            12,800
                                                                           -----------       -----------      -----------

Operating loss                                                               (30,338)         (25,318)           (8,050)
Realized gain (loss) on sales of investments                                     378           48,602                --
Unrealized gain (loss) on Sybase warrants                                       (866)              --                --
Other income (expenses), net                                                     625            1,124               350
                                                                           -----------       -----------      -----------

Income (loss) before income taxes                                            (30,201)          24,408            (7,700)
Provision (benefit) for income taxes                                            (160)             488                --
                                                                           -----------       -----------      -----------

Income (loss) from continuing operations                                     (30,041)          23,920            (7,700)
Discontinued operations, net of income taxes
     Gain (loss) on disposal of Telecommunication Division                        --               --             3,226
     Income (loss) from operations of Caller ID leasing                           --             (262)            2,579
                                                                           -----------       -----------      -----------
         Total discontinued operations                                            --             (262)            5,805
                                                                           -----------       -----------      -----------

Net income (loss)                                                            (30,041)          23,658            (1,895)
Preferred stock dividends and amortization of discounts arising from
  allocation of proceeds to warrants and beneficial conversion feature            --               --            (1,936)
                                                                           -----------       -----------      -----------
Net income (loss) attributable to common stockholders                      $ (30,041)        $ 23,658         $  (3,831)
                                                                           ===========       ===========      ===========

Basic earnings per common share
     Income (loss) from continuing operations                              $   (0.65)        $   0.63         $   (0.29)
     Income (loss) from discontinued operations                                 0.00            (0.01)             0.18
                                                                           -----------       -----------      -----------
     Net income (loss)                                                     $   (0.65)        $   0.62         $   (0.11)
                                                                           ===========       ===========      ===========
Diluted earnings per common share
     Income (loss) from continuing operations                              $   (0.65)        $   0.59         $   (0.29)
     Income (loss) from discontinued operations                                 0.00            (0.01)             0.18
                                                                           -----------       -----------      -----------
     Net income (loss)                                                     $   (0.65)        $   0.58         $   (0.11)
                                                                           ===========       ===========      ===========

Basic weighted-average common shares outstanding                              45,897           38,237            33,367
                                                                           ===========       ===========      ===========
Diluted weighted-average common shares outstanding                            45,897           40,843            33,367
                                                                           ===========       ===========      ===========

</table>
          See accompanying notes to consolidated financial statements.

<PAGE>
                       INTELIDATA TECHNOLOGIES CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
                                 (in thousands)
<table>
                                                                                                                     Accumulated
                                                                           Additional                                   Other
                                  Preferred Stock        Common stock        Paid-in      Treasury      Deferred    Comprehensive
                                  Shares  Amount       Shares     Amount     Capital        Stock     Compensation  Income (Loss)
                                  ------  ------       ------     ------   ---------      --------    ------------  -------------
<S>                               <C>     <C>          <C>        <C>      <C>            <C>         <C>           <C>


Balance at January 1, 1999          --       --        32,293         32    247,359        (2,064)         (152)           --
 Issuance of common stock:
   Exercise of stock options        --       --         1,250          1      2,407            --            --            --
   Employee stock purchase plan     --       --            23         --         27            --            --            --
 Issuance of preferred stock &
   warrants                          1       --            --         --      5,670            --            --            --
 Conversion of preferred stock      (1)      --         4,793          5         (5)           --            --            --
 Amortization and accretion of
   preferred dividend               --       --            --         --      1,936            --            --            --
 Issuance of restricted stock       --       --           369         --        670            --          (670)           --
 Cancellation of restricted stock   --       --           (37)        --        (72)           --            72            --
 Issuance of warrants               --       --            --         --        141            --          (141)           --
 Amortization of deferred
   compensation                     --       --            --         --         --            --           546            --
 Net loss                           --       --            --         --         --            --            --            --
   Comprehensive loss
                                   ---    -----        ------    -------   ---------      --------    ----------     -----------
Balance at December 31, 1999        --       --        38,691         38    258,133        (2,064)         (345)           --
 Issuance of common stock:
    Exercise of stock options       --       --           258          1        591            --            --            --
    Employee stock purchase plan    --       --            30         --         75            --            --            --
    Exercise of stock warrants      --       --           166         --        228            --            --            --
 Issuance of restricted stock       --       --           206         --      1,401            --        (1,401)           --
 Cancellation of restricted stock   --       --           (30)        --       (152)           --           152            --
 Issuance of stock warrants         --       --            --         --        419            --          (419)           --
 Capital contribution               --       --            --         --        857            --            --            --
 Purchase of treasury stock         --       --            --         --         --           (59)           --            --
 Unrealized gains on investments    --       --            --         --         --            --            --           494
 Amortization of deferred
   compensation                     --       --            --         --         --            --           638            --
 Net income                         --       --            --         --         --            --            --            --

 Comprehensive income
                                   ---    -----        ------    -------   ---------      ---------   ----------     -----------
Balance at December 31, 2000        --       --        39,321    $    39   $261,552       $(2,123)    $  (1,375)     $    494
 Issuance of common stock:
    Acquisition of Home Account     --       --         6,900          7     31,950            --            --            --
    Private placement               --       --         2,863          3      7,228            --            --            --
    Exercise of stock options       --       --           220         --        412            --            --            --
    Employee stock purchase plan    --       --            29         --         66            --            --            --
    Exercise of stock warrants      --       --             3         --         11            --            --            --
 Issuance of restricted stock       --       --           481          1      2,082            --        (2,083)           --
 Cancellation of restricted stock   --       --           (92)        --       (509)           --           509            --
 2000 Home Account Incentive Plan   --       --            --         --        349            --          (349)           --
 Purchase of treasury stock         --       --            --         --         --          (350)           --            --
 Realized gains on investments sold --       --            --         --         --            --            --          (284)
 Amortization of deferred
   compensation                     --       --            --         --         --            --         1,903            --
 Net loss                           --       --            --         --         --            --            --            --

 Comprehensive income
                                   ---    -----        ------    -------    --------      --------    ----------     -----------
Balance at December 31, 2001        --       --        49,725    $    50   $303,141       $(2,473)    $  (1,395)     $    210
                                   ===    =====        ======    =======   =========      ========    ==========     ===========
<page>

                                        Accumulated  Comprehensive
                                            Deficit    Income (Loss)      Total
                                         ----------    -----------      --------

Balance at January 1, 1999                 (244,844)                        331
         Issuance of common stock:
   Exercise of stock options                     --                       2,408
   Employee stock purchase plan                  --                          27
 Issuance of preferred stock &
   warrants                                      --                       5,670
 Conversion of preferred stock                   --                          --
 Amortization and accretion of
   preferred dividend                        (1,936)                         --
 Issuance of restricted stock                    --                          --
 Cancellation of restricted stock                --                          --
 Issuance of warrants                            --                          --
 Amortization of deferred
   compensation                                  --                         546
 Net loss                                    (1,895)     $  (1,895)      (1,895)
                                                         ----------
 Comprehensive loss                                      $  (1,895)
                                           ----------    ==========     --------
Balance at December 31, 1999               (248,675)                      7,087
 Issuance of common stock:
    Exercise of stock options                    --                         592
    Employee stock purchase plan                 --                          75
    Exercise of stock warrants                   --                         228
 Issuance of restricted stock                    --                          --
 Cancellation of restricted stock                --                          --
 Issuance of stock warrants                      --                          --
 Capital contribution                            --                         857
 Purchase of treasury stock                      --                         (59)
 Unrealized gains on investments                 --      $     494          494
 Amortization of deferred compensation           --                         638
 Net income                                     23,658      23,658       23,658
                                                          ----------
 Comprehensive income                                    $  24,152
                                             ----------  ==========     --------
Balance at December 31, 2000                 $(225,017)                 $33,570
 Issuance of common stock:
    Acquisition of Home Account                  --                      31,957
    Private placement                            --                       7,231
    Exercise of stock options                    --                         412
    Employee stock purchase plan                 --                          66
    Exercise of stock warrants                   --                          11
 Issuance of restricted stock                    --                          --
 Cancellation of restricted stock                --                          --
 2000 Home Account Incentive Plan                --                          --
 Purchase of treasury stock                      --                        (350)
 Realized gains on investments sold              --      $    (284)        (284)
 Amortization of deferred compensation           --                       1,903
 Net loss                                      (30,041)    (30,041)     (30,041)
                                                         ----------
 Comprehensive income                                    $ (30,325)
                                             ---------   ==========     --------
Balance at December 31, 2001                 $(255,058)                 $44,475
                                             ==========                 ========

</table>

         See accompanying notes to consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
                                 (in thousands)

<table>

                                                                     2001             2000              1999
                                                                 -----------       -----------      -----------
<S>                                                             <C>                <C>             <C>

Cash flows from operating activities
  Income (loss) from continuing operations                       $  (30,041)       $   23,920       $   (7,700)
  Adjustments to reconcile income (loss) from continuing operations
    to net cash from operating activities of continuing operations:
      Realized gain on sales of investments                            (378)          (48,602)              --
      Unrealized loss on Sybase warrants                                866                --               --
      Amortization of goodwill and intangibles                        4,255                --               --
      Depreciation and amortization                                   2,061               579              233
      Deferred income taxes                                              --               116               --
      Deferred compensation expense                                   1,903               638              546
      Net gain on disposal of property and equipment                    (60)               --               --
      Changes in operating assets and liabilities:
       Accounts receivable                                           (2,192)             (588)          (1,585)
       Prepaid expenses and other current assets                       (501)             (182)               5
       Other assets                                                      --               (20)              82
       Accounts payable                                              (2,588)            1,945              999
       Accrued expenses                                                (771)            2,359              256
       Deferred revenue                                                 971               398           (1,527)
                                                                 ----------        ----------       ----------
        Net cash used in operating activities of
        continuing operations                                       (26,475)          (19,437)          (8,691)
                                                                 ----------        ----------       ----------

 Income (loss) from discontinued operations                              --              (262)           5,805
  Change in net liabilities of discontinued operations                 (251)            1,629           (4,340)
                                                                 ----------        ----------       ----------
        Net cash provided by (used in) operating activities
        of discontinued operations                                     (251)            1,367            1,465
                                                                 ----------        ----------       ----------

        Net cash used in operating activities                       (26,726)          (18,070)          (7,226)

Cash flows from investing activities
     Proceeds from sales of investments                               6,637            38,700               --
     Release of cash escrow                                             311                --               --
     Proceeds from disposal of property and equipment                   225                --               --
     Purchases of property and equipment                               (921)           (3,313)            (433)
     Payments on acquisition related costs                           (1,805)               --               --
     Cash paid for Home Account common stock                           (320)               --               --
     Purchase of investments                                             --              (251)              --
                                                                 ----------        -----------      ----------
        Net cash provided by (used in) investing activities           4,127            35,136             (433)
                                                                 ----------        ----------       -----------

Cash flows from financing activities
     Proceeds from the issuance of preferred stock                       --                --            5,670
     Proceeds from the issuance of common stock                       7,720               895            2,435
     Capital contribution                                                --               857               --
     Payments to acquire treasury stock                                (350)              (59)              --
                                                                 ----------        -----------      ----------
        Net cash provided by financing activities                     7,370             1,693            8,105
                                                                 ----------        ----------       ----------

Increase (decrease) in cash and cash equivalents                    (15,229)           18,759              446
Cash and cash equivalents, beginning of year                         27,255             8,496            8,050
                                                                 ----------        ----------       ----------
Cash and cash equivalents, end of year                           $   12,026        $   27,255       $    8,496
                                                                 ==========        ==========       ==========

          See accompanying notes to consolidated financial statements.
</table>

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999


(1)  ORGANIZATION

     InteliData  Technologies   Corporation   ("InteliData"  or  the  "Company")
provides the real-time financial  processing  infrastructure to enable financial
institutions  ("FI's")  to  provide  services  over the  Internet.  The  Company
develops and markets software products and consulting services for the financial
services  industry.  InteliData  also  services  the  emerging  electronic  bill
presentment and payment  ("EBPP") market with the development of its end-to-end,
biller-to-consumer EBPP solutions.

     Our products and services are designed to assist consumers in accessing and
transacting  business  with their  FI's  electronically,  and to assist  FI's in
connecting to and transacting business with third party processors.  The Company
also serves as an Application  Service  Provider  ("ASP") by providing  Internet
hosting and service bureau solutions to FI's, including bankcard issuers.

     On January 11, 2001,  InteliData  acquired Home Account Holdings,  Inc. and
its operating subsidiary,  Home Account Network, Inc., by means of the merger of
one of the  Company's  wholly  owned  subsidiaries  with and into  Home  Account
Holdings, with Home Account Holdings surviving the merger. Home Account Holdings
is now a wholly owned  subsidiary of InteliData.  This acquisition was accounted
for as a purchase.  As a result of the  Company's  acquisition  of Home  Account
Holdings,  InteliData  now offers a suite of  UNIX-based  Internet  banking  and
electronic bill  presentment and payment products and services in an application
services provider environment.

     The Company is  incorporated in the State of Delaware and has its corporate
headquarters in Reston,  Virginia. There are operating facilities in Charleston,
South Carolina, Omaha, Nebraska, and Toledo, Ohio.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation  -   The   consolidated   financial  statements
include the  accounts of the Company  and its wholly  owned  subsidiaries  after
elimination of all material  inter-company  balances and  transactions.  Certain
reclassifications  have been  made to the prior  year  financial  statements  to
conform to the 2001 financial statement presentation.

(b)  Accounting Estimates - The   preparation    of  financial     statements in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues  and  expenses  during the period.  Estimates  include,  but are not
limited to, an allowance for doubtful accounts, a provision for forward loss and
project  plans for the  completion  and  delivery of certain  solutions.  Actual
results could differ from those estimates.

(c)  Revenue Recognition - The Company supplies Internet banking and  electronic
bill presentment and payment software to FI's. The Company's revenues associated
with  integrated  solutions that bundle  software  products with  customization,
installation  and  training  services are  recognized  using the  percentage  of
completion method of accounting.

     Starting  late in 2000,  the Company  entered into  contracts  for its bill
payment  technology  software.   This  software  does  not  require  significant
customization. Upon delivery, the Company either recognizes revenue ratably over
the contract  period for  contracts  where vendor  specific  objective  evidence
(VSOE) of fair value for post contract  customer support (PCS) does not exist or
recognizes revenue in full where VSOE of fair value for PCS does exist.

     The Company enters into multiple element  arrangements.  Elements typically
include software,  consulting,  implementation and PCS. PCS contracts  generally
require  the  Company to provide  technical  support  and  unspecified,  readily
available software updates and upgrades to customers. Revenue for these multiple
element  arrangements  is  recognized  when there is  persuasive  evidence of an
arrangement  and  delivery to the customer  has  occurred,  the fee is fixed and
determinable,  and collectibility is considered  probable.  Advance payments are

<page>

recorded as deferred  revenue  until the  products  are  shipped,  services  are
delivered and all obligations are met. Currently, the Company does not have VSOE
of fair value for some of the elements within its multiple element arrangements.
Therefore,  all revenue under such arrangements is being recognized ratably over
the  term  of the PCS  contract.  Revenue  from  transactional  services,  which
includes  hosting  and  service  bureaus,  is  recognized  as  transactions  are
processed.

     Emerging  Issues Task Force Abstract  Issue No. 00-3,  Application of AICPA
Statement  of  Position  97-2 to  Arrangements  that  Include  the  Right to Use
Software Stored on Another Entity's Hardware ("EITF 00-3"), provides guidance in
determining  whether or not the  provisions  of  Statement of Position No. 97-2,
Software  Revenue  Recognition  ("SOP  97-2"),  should  be  applied  to  hosting
arrangements.  The Company has some  contracts  where the customers  operate our
software in an ASP  environment.  The  customer may not take  possession  of the
software without incurring  significant  transition and infrastructure costs, as
well as potential  payments of fees to the Company for the  termination  of such
arrangements.  In cases  where  the  customer  has not  licensed  software  from
InteliData,  the customer must also purchase a license prior to having the right
to use the  software  in its  own  operating  environment,  in  addition  to the
aforementioned fees. In these situations, the Company applies the guidance under
EITF 00-3 and the Staff  Accounting  Bulletin No. 101,  Revenue  Recognition  in
Financial  Statements,  and recognizes the revenue  associated  with the license
and/or implementation fees ratably over the initial term of the contract.

     Additionally,  based on the EITF 00-3 guidance,  the Company concluded that
SOP 97-2  should not be applied to certain of its  contracts  and their  related
revenue  for  license  and  professional  services  were  recognized  under  the
percentage of completion  method.  In addition to our  developing and delivering
the solution, the Company is entitled to transaction fees based on the number of
users and  transactions.  These transaction fees are earned based on the monthly
user counts and as transactions are processed.

(d)  Cash and Cash Equivalents -   The Company   considers  all  non-restricted,
highly liquid investments with original maturities of three months or less to be
cash  equivalents.   Cash  and  cash  equivalents  are  stated  at  cost,  which
approximates their fair market value.

(e)  Investments - The Company reports its investments in marketable  securities
as  available-for-sale  with any unrealized holding gains and losses, net of the
related  income tax effect,  excluded  from  earnings and reported as a separate
component  of  stockholders'  equity  until such  gains or losses are  realized.
Dividends and interest  income are  recognized  when earned.  Realized  gains or
losses are included in earnings and are derived  using the  first-in,  first-out
method for determining cost of securities sold.

     Adoption  of  New  Accounting   Pronouncement - Prior to   January 1, 2001,
the Company  considered its  investment in warrants to purchase  common stock of
Sybase,  Inc.  ("Sybase")  to be  available-for-sale  under  the  provisions  of
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investments  in Debt and Equity  Securities.  Effective  January  1,  2001,  the
Company adopted Statement of Financial  Accounting Standards No. 133, Accounting
for  Derivative   Instruments  and  Hedging   Activities  ("SFAS  133"),   which
establishes  accounting and reporting  standards for derivative  instruments and
for hedging  activities by requiring  that all  derivatives be recognized in the
balance  sheet and  measured  at fair  value.  Effective  January 1,  2001,  the
Company's investment in the Sybase warrants was accounted for in accordance with
SFAS 133.

(f)  Property   and   Equipment  -  Property  and  equipment  is stated at cost.
Depreciation  of property and  equipment is calculated  using the  straight-line
method over the estimated useful lives of the assets, which are generally in the
range of three to seven years.

(g)  Net  Liabilities  of  Discontinued  Operations  -  Under  various  disposal
plans adopted in 1997, 1998, and 2000, the Company has completed the divestiture
of all of its telecommunications, interactive services businesses and the Caller
ID adjunct leasing activities, respectively.

(h)  Deferred Revenues - Deferred revenues  represent  unearned   revenues   for
services  that have not yet been provided or where  certain  accounting  revenue
recognition criteria have not yet been met.

(i)  Income Taxes -   Income  taxes  are  accounted for  in  accordance with the
asset and liability  method.  Deferred tax assets and liabilities are recognized
for  the  future  tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective tax bases.  Deferred tax

<page>

assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date. Valuation allowances are established against deferred tax assets
when it is deemed, based on available evidence,  that it is more likely than not
that some portion or all of the deferred tax asset will not be realized.

(j)  Accounting for Stock-Based Compensation - The Company accounts for employee
stock  options in accordance  with  Accounting  Principles  Board Opinion No. 25
("APB 25"), Accounting for Stock Issued to Employees.  Under APB 25, the Company
recognizes no  compensation  expense  related to employee stock  options,  as no
options are granted at a price below the market  price on the day of grant.  The
Company  accounts for stock options issued to  non-employees  in accordance with
the  provisions  of Statement of Financial  Accounting  Standards No. 123 ("SFAS
123"), Accounting for Stock-Based Compensation.

     SFAS 123 prescribes the  recognition of  compensation  expense based on the
fair  value to  options  on the grant  date and  allows  companies  to  continue
applying APB 25 if certain pro forma disclosures are made assuming  hypothetical
fair value method application.  The Company has elected to continue to apply the
provisions of APB 25 for options  granted to employees and provide the pro forma
disclosures pursuant to SFAS 123.

(k)  Net  Income  (Loss)  Attributable  to Common Stockholders per share - Basic
earnings  (loss) per common  share  ("EPS") is computed  by dividing  net income
(loss),  after deducting preferred stock dividend  requirements and amortization
of the  discounts on the  preferred  stock that was issued in 1999, by the basic
weighted-average common shares outstanding during the year. Diluted EPS reflects
the dilutive effect of stock options and stock awards granted to employees under
stock-based  compensation plans, as well as stock warrants. The effects of stock
options and  warrants  were not included in the loss per share  computations  in
2001 and 1999 because they would have been anti-dilutive.

(l)  Fair Value of Financial Instruments - The carrying values of the  Company's
financial  instruments such as cash and cash equivalents,  investments in common
stock,   warrants,   and  bonds,  accounts  receivable,   and  accounts  payable
approximate their fair values.

(m)  New  Accounting  Pronouncements - In  June  2001, the  Financial Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 141,
Business Combinations (SFAS 141) and SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS 142). SFAS 141 requires business combinations  initiated after June
30,  2001 to be  accounted  for using the  purchase  method of  accounting,  and
broadens the criteria for recording  intangible  assets  separate from goodwill.
SFAS 142 requires the use of an amortization  and  non-amortization  approach to
account for purchased goodwill and certain intangibles. Under a non-amortization
approach, goodwill and certain intangibles will not be amortized into results of
operations,  but instead would be reviewed for  impairment  and written down and
charged to results of operations only in the periods in which the recorded value
of  goodwill  and  certain   intangibles  is  more  than  its  fair  value.  The
amortization and non-amortization  provisions of SFAS 142 will be applied to all
goodwill and intangible  assets  acquired after June 30, 2001. The provisions of
each statement that apply to goodwill and  intangible  assets  acquired prior to
June 30, 2001 will be adopted by the  Company on January 1, 2002.  We expect the
adoption of these  accounting  standards  will have the impact of  reducing  our
amortization of the current goodwill and certain intangibles  commencing January
1, 2002 and reviews for impairment may result in future periodic write-downs.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of  Long-Lived  Assets,  which is  effective  January 1, 2002.  This
statement  replaces SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and some  provisions  of
Accounting Principles Board Opinion No. 30, Reporting the Effects of Disposal of
a Segment of a Business and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions. SFAS No. 144 requires that one accounting model be used
for long-lived  assets to be disposed of by sale,  whether  previously  held and
used or newly  acquired.  It also  broadens  the  presentation  of  discontinued
operations to include more disposal transactions. The Company's adoption of this
pronouncement  on January 1, 2002 is not  expected to have a material  affect on
the Company's financial position, results of operations, or cash flows.

<page>


(n)  Concentration  of  Credit  Risk - Financial   instruments  that potentially
subject the Company to credit risk consist principally of trade receivables. The
Company sells its products  primarily to FI's in the United States.  The Company
believes  that the  concentration  of credit  risk in its trade  receivables  is
substantially  mitigated by the Company's on-going credit evaluation process and
the financial  position of the FI's that are highly regulated.  The Company does
not generally  require  collateral  from customers.  The Company  establishes an
allowance for doubtful  accounts based upon factors  surrounding the credit risk
of specific customers,  historical trends and other information.  As of December
31, 2001, the Company's top six customer comprised  approximately 52% of the net
accounts receivable balance.

(3)  INVESTMENTS

     On January 20, 2000, Home Financial  Network,  Inc.  ("HFN"),  a company in
which  InteliData  held  approximately  a 25%  ownership  interest,  merged with
Sybase, Inc.  ("Sybase").  InteliData  accounted for its investment in HFN using
the equity method. As of the merger date, such  investment's  carrying value was
zero.  In exchange  for its portion of  ownership  in HFN,  InteliData  received
approximately  $5,867,000 in cash and  approximately  1,770,000 shares of Sybase
stock.  The Company also held warrants to purchase HFN common stock.  As part of
the merger  agreement,  such warrants were  converted  into warrants to purchase
Sybase  common  stock.  The Company  received  640,000  "warrant  units" with an
exercise  price of $2.60 per warrant  unit.  Upon exercise of each warrant unit,
the Company is entitled to receive $1.153448 in cash and 0.34794 share of Sybase
common stock.

     As part of this merger  transaction,  an escrow account was  established to
provide Sybase  indemnity  protection  against  possible claims that might arise
against  HFN.  Approximately  133,000  shares of Sybase  common  stock  owned by
InteliData  were put in escrow,  along with  approximately  $440,000 of cash. In
March 2001, the Company received the escrow payments less approximately $129,000
for  miscellaneous  claims under the escrow provision.  During 2000,  InteliData
recognized a gain of approximately $42,604,000 on this transaction and a gain of
$5,998,000 on the subsequent disposition of some of the Sybase common stock. The
remaining  holdings of Sybase  common stock were sold during 2001 for a net gain
of $507,000.

     Additionally,  the Company  acquired  approximately  $251,000 of marketable
securities  during 2000.  The Company  considers  all of its  investments  to be
available-for-sale  under the  provisions  of Statement of Financial  Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities, and as such, included within stockholders' equity as of December 31,
2001 is  $10,000  of  unrealized  loss on  investments  (net  of  taxes),  which
represents the decrease in the fair market value of the investment holdings from
the acquisition price to December 31, 2001.

     As of December 31, 2001, the Company has classified all investments,  other
than the Sybase warrants, as available-for-sale. All fixed income securities are
due after five years. The amortized cost, gross unrealized  holding gains, gross
unrealized  holding losses and fair value of the securities  were as follows (in
thousands):

                         Cost or          Gross           Gross
                        Amortized       Unrealized      Unrealized        Fair
                          Cost           Gains           Losses           Value
                        ----------      ----------      ----------      --------
Fixed income securities  $   251         $    -          $  (10)         $  241
                        ==========      ==========      ==========      ========

     Prior to January 1, 2001, the Company considered its investment in warrants
to purchase  common stock of Sybase,  Inc.  ("Sybase") to be  available-for-sale
under the  provisions  of Statement of Financial  Accounting  Standards No. 115,
Accounting  for Certain  Investments  in Debt and Equity  Securities.  Effective
January 1, 2001, the Company adopted Statement of Financial Accounting Standards
No. 133,  Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS
133"),  which  establishes  accounting  and reporting  standards for  derivative
instruments  and for hedging  activities by requiring  that all  derivatives  be
recognized in the balance sheet and measured at fair value.

     SFAS  133  requires  that all  derivative  financial  instruments,  such as
forward  currency  exchange  contracts,  interest  rate swaps and the  Company's
warrants to purchase Sybase stock, be recognized in the financial statements and
measured at fair value  regardless  of the  purpose or intent for holding  them.
Changes  in the fair  value  of  derivative  financial  instruments  are  either
recognized  periodically  in income or  stockholders'  equity (as a component

<page>

of comprehensive  income),  depending on whether the derivative is being used to
hedge changes in fair value or cash flows. The Company's  holdings of the Sybase
warrants are defined as derivatives under this guidance. As discussed in Note 1,
effective January 1, 2001, the Company's  investment in the Sybase warrants were
accounted  for in  accordance  with SFAS 133.  The  Company's  adoption  of this
pronouncement,  effective January 1, 2001, did not have a material effect on the
Company's  financial  statements as of the adoption date. The Company's adoption
of  this  pronouncement,  effective  January  1,  2001,  did  not  result  in an
adjustment  for the  cumulative  effect of an  accounting  change,  because  the
carrying value reflected fair value under the previous accounting  guidance.  In
accordance with SFAS 133, the Company  recorded an unrealized loss on investment
of $866,000 for the year ended December 31, 2001.

     In  accordance  with SFAS 115,  the balance  sheets  include  $210,000  and
$494,000 of unrealized gain on investments (net of taxes),  within stockholders'
equity as of December 31, 2001 and 2000, respectively.  As of December 31, 2000,
the unrealized gain on investments  balance represented the increase in the fair
market value of the Sybase holdings from the January 20, 2000 merger transaction
date to the  respective  balance  sheet  date.  As of  December  31,  2001,  the
accumulated other  comprehensive loss balance represents the changes in the fair
market value of the Sybase common stock. In accordance with SFAS 133, the change
in the fair market value of the Sybase warrants was recorded in the statement of
operations (see below).

     As of December 31, 2001,  the warrants to purchase  Sybase common stock had
an  estimated  fair value  of  approximately  $2,676,000.  The fair value of the
warrants   described  above  was  estimated  on  December  31,  2001  using  the
Black-Scholes model using the following:  no dividend yield, expected volatility
of 60%, life of 18 months, and a risk free interest rate of 6.10% per annum.

(4)  PROPERTY AND EQUIPMENT

     Property  and  equipment  consists  of the  following  at  December  31 (in
thousands):

                                               2001           2000
                                           ----------      ----------
        Building improvements              $      165      $       45
        Office equipment                        6,546           4,269
        Furniture and fixtures                    619             610
                                           ----------      ----------
                                                7,330           4,924
        Accumulated depreciation               (3,610)         (1,642)
                                           -----------     ----------
                                           $    3,720      $    3,282
                                           ==========      ==========

(5)  ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued  expenses  and  other  liabilities  consists  of the  following  at
December 31 (in thousands):

                                                     2001           2000
                                                  ----------      ----------
         Accrued compensation                     $    2,563      $    1,645
         Provision for forward loss                      549             370
         Accrued professional fees                       200             291
         Accrued insurance                               338             209
         Deferred taxes                                  292             193
         Other liabilities                             1,415             943
                                                  ----------      ----------
                                                  $    5,357      $    3,651
                                                  ==========      ==========

     The provision for forward loss represents the future anticipated loss based
on the excess of the current estimates at completion of the total contract costs
over total contract revenues.

(6)  DISCONTINUED OPERATIONS

     As of December 31, 2001, the net liabilities of discontinued  operations of
$504,000  relate  to  the  telecommunications  divisions.  This  relates  to the
potential  environmental  clean  up  associated  with  InteliData's  former  New
Milford, Connecticut property. In January 2000, InteliData sold the New Milford,
Connecticut building, its only remaining asset in discontinued operations of the
telecommunications  division.  In the context of this sale,

<page>

InteliData  agreed to undertake  limited  remediation  of the site in accordance
with applicable  state law. The subject site is not a federal or state Superfund
site and InteliData has not been named a "potentially  responsible party" at the
site. The remediation plan agreed to with the purchaser allows InteliData to use
engineering and institutional controls (e.g., deed restrictions) to minimize the
extent  and costs of the  remediation.  Further,  at the time of the sale of the
facility,   InteliData   established  a  $200,000  escrow  account  for  certain
investigation/remediation  costs.  As of December 31, 2001,  this escrow account
balance remained at $200,000.  Moreover,  InteliData has obtained  environmental
insurance to pay for remediation  costs up to $6,600,000 in excess of a retained
exposure limit of $600,000.  InteliData  estimates its liability related to this
matter and other costs to be approximately $504,000 and has recorded a liability
for that amount.

     The Company has engaged a legal firm and an  environmental  specialist firm
to  represent  InteliData  regarding  this  matter.  The timing of the  ultimate
resolution  of this matter is estimated to be from three to five years under the
Company's  proposed  compliance plan,  which involves a natural  attenuation and
periodic compliance  monitoring  approach.  Management does not believe that the
resolution  of this matter will be likely to have a material  adverse  effect on
the Company's financial condition or results of operations.

     The Company leased Caller ID adjunct units under an agreement with US West,
whereby the Company  leased Caller ID units directly to US West  customers.  The
leasing program enabled  subscribers to pay a monthly fee for the equipment.  In
1996,  US West  ceased  leasing new Caller ID adjunct  units under the  program.
Notwithstanding  the  termination of this program,  previously  existing  leases
remained  in effect.  The number of active  records in the  Company's  installed
lease  base  historically  decreased  at a rate of  approximately  30% per year.
During 2000,  US West  notified the Company that US West would no longer  permit
InteliData to include the lease billing on the US West telephone bills. As such,
InteliData has  discontinued  billing its legacy customers for Caller ID adjunct
unit  leases in the US West  telephone  service  territory,  because the cost of
individually  billing and pursuing collections for the leases would have made it
impractical  and  uneconomical  for the Company to continue  the lease  program.
Accordingly,  the  results  of  operations  from  leasing  activities  have been
reported as discontinued operations.

     During the second quarter of 1998, the Company adopted a plan to dispose of
its various  telecommunications  divisions  through  sale and  liquidation.  The
Company's Caller ID adjunct inventory was sold in May 1998. The Company's Plexus
inventory was sold in December  1998.  The Company's IPS and Landmark  inventory
was sold in February 1999.

     Discontinued  operations  consisted of results from the  telecommunications
division and the Caller ID leasing  business for the years ended December 31 (in
thousands):

<table>
                                                                                   2001        2000         1999
                                                                                  ------      ------       ------
<S>                                                                              <C>         <C>          <C>


 Discontinued Operations of the Caller ID Business
--------------------------------------------------
 Income (loss) from operations, net of income taxes                               $  -        $ (262)      $ 2,579
 Gain (loss) on disposal, net of income taxes                                        -             -            -
                                                                                  ------      ------       -------
 Total discontinued operations                                                       -          (262)        2,579
                                                                                  ------      ------       -------

 Discontinued Operations of the Telecommunications Division
------------------------------------------------------------
 Income (loss) from operations, net of income taxes                                  -             -            -
 Gain (loss) on disposal, net of income taxes                                        -             -         3,226
                                                                                  ------      ------       -------
 Total discontinued operations                                                       -             -         3,226
                                                                                  ------      ------       -------
 Total Discontinued Operations
-------------------------------
 Income (loss) from operations, net of income taxes                                  -          (262)        2,579
 Gain (loss) on disposal, net of income taxes                                        -             -         3,226
                                                                                  ------      ------       -------
 Total discontinued operations                                                    $  -        $ (262)      $ 5,805
                                                                                  ======      =======      =======
</TABLE>
<PAGE>


     The net revenues and loss from discontinued  operations for the years ended
December 31, are as follows (in thousands):

<table>
                                                                                   2001        2000         1999
                                                                                  ------      ------       ------
<S>                                                                              <C>         <C>          <C>

 Discontinued Operations of the Caller ID Business
 ----------------------------------------------------------
 Net revenues                                                                     $  -        $ 1,531      $ 3,923
 Cost of revenues                                                                    -            730        1,322
 Operating expenses                                                                  -          1,068           22
                                                                                  ------      --------     --------
 Income (loss) from operations                                                       -           (267)       2,579
 Provision (benefit) for income taxes                                                -             (5)           -
                                                                                  ------      --------     --------
 Income (loss) from discontinued operations                                          -           (262)       2,579
                                                                                  ======      ========     ========

 Discontinued Operations of the Telecommunications Division
 ----------------------------------------------------------
 Net revenues                                                                     $  -        $     -      $     -
 Cost of revenues                                                                    -              -            -
 Operating expenses                                                                  -              -       (3,226)
                                                                                  ------      --------     --------
 Income (loss) from operations                                                       -              -        3,226
 Provision (benefit) for income taxes                                                -              -            -
                                                                                  ------      --------     --------
 Income (loss) from discontinued operations                                          -              -        3,226
                                                                                  ======      ========     ========

Total Discontinued Operations
-----------------------------------------------------------
 Net revenues                                                                     $  -        $ 1,531      $ 3,923
 Cost of revenues                                                                    -            730        1,322
 Operating expenses                                                                  -          1,068       (3,204)
                                                                                  ------      --------     --------
 Income (loss) from operations                                                       -           (267)       5,805
 Provision (benefit) for income taxes                                                -             (5)           -
                                                                                  ------      --------     --------
 Income (loss) from discontinued operations                                          -           (262)       5,805
                                                                                  ======      ========     ========
</table>

     The net  liabilities of  discontinued  operations as of December 31, are as
follows (in thousands):

                                                         2001         2000
                                                        ------       ------
 Other current liabilities                              $ 204        $ 455
 Other noncurrent liabilities                             300          300
                                                        ------       ------
    Total                                               $ 504        $ 755
                                                        ======       ======

Summary of Discontinued Operations

     In  2000,  the  Company  experienced  a loss of  $262,000  in  discontinued
operations  of the Caller ID business,  while there was a gain of  $2,579,000 in
1999.  The loss in 2000 was primarily  the result of the Company's  write-off of
the remaining accounts receivable.

     The gain on disposal of the  telecommunications  and  interactive  services
divisions was $3,226,000 in 1999,  which  represented  adjustments to provisions
made in 1998 for items that were a direct  result of the  decision to dispose of
the segment  including:  favorable  settlements  with former  telecommunications
customers,  the success of other settlements with vendors and negotiated expense
settlements, aggressive collection efforts, and lower than anticipated costs for
warranty  and  customer  service  expenses  attributable  to  closing  down  the
discontinued operations.

     The 1998 loss on disposal of  telecommunications  and  interactive  service
divisions of  $16,174,000  consisted of provisions  for items that were a direct
result of the  decision  to  dispose of the  segment  including:  $2,696,000  in

<page>

expected  sales  returns,  $3,539,000  in property  adjustments,  $3,010,000  in
provisions for customer allowances, and $6,929,000 in actual and expected losses
from operations from the measurement date through the date of disposal.

     All of the above results are net of applicable  income taxes.  There was no
tax effect in 2000 and 1999 because of the Company's  overall net losses and the
Company's  carryforward  net  operating  losses  from  prior  periods  from both
continuing and discontinued operations.

(7)  STOCKHOLDERS' EQUITY

(a)  Issuance  and  Subsequent  Conversion  of Preferred Stock and Warrants - On
July 22, 1999, the Company issued 600 shares of 4% Convertible  Preferred Stock,
for net  proceeds of  $5,670,000.  A portion of the  proceeds  was  allocated to
warrants  to  purchase  120,000  shares of  InteliData  common  stock and to the
beneficial  conversion  feature  of such  preferred  stock,  with the  resulting
discount on the preferred stock being amortized as dividends. Each holder of the
preferred  stock was entitled to convert up to 20% of the preferred stock issued
to the holder  during each of the four months from and after  August  1999.  The
conversion  price for each share of  preferred  stock was the lesser of $5.09 or
85% of the  average  of the  three  lowest  closing  sales  prices  per share of
InteliData common stock during the 22 trading days preceding the conversion date
of the share of  preferred  stock.  In the fourth  quarter  of 1999,  all of the
preferred stock was converted to common shares.

     The fair value of these 120,000 warrants,  which expire five years from the
issuance date and have an exercise price of $4.53, was estimated as of the grant
date using the  Black-Scholes  model.  The following  assumptions  were used: no
dividend yield,  expected  volatility of 129%, life of 5 years,  and a risk free
interest  rate  of  4.00%  per  annum.   Accordingly,   the  Company   allocated
approximately  $369,000 to these  warrants and the charge was amortized over the
period that the  preferred  stock was  outstanding.  As of December 31, 2001 and
2000, 101,500 and 104,000 warrants respectively remained outstanding.

(b)  Stock  Options  and  Awards - The  Company  sponsors  several  stock option
and award plans that cover  substantially  all employees and directors.  Options
and awards granted under such plans typically vest over periods ranging from one
to five years and generally expire in eight and ten years,  although some grants
provide for vesting in annual increments or allow for accelerated  vesting based
upon reaching performance milestones.

     The Company amortizes the fair value of the stock awards (based on the fair
value of common  stock on the grant  dates  multiplied  by the  number of shares
granted) over the  respective  vesting  periods.  In 2001,  2000,  and 1999, the
Company  recorded  $1,484,000,  $578,000,  and $405,000 of compensation  expense
related to these awards.

     Options  granted  under the plans  allow the  purchase of stock at the fair
value of such common stock at the respective  grant dates.  Because  options are
issued with  exercise  prices equal to the fair value of the common stock on the
grant  dates,  the Company  does not record any  compensation  expense for these
options.

     A summary of stock option  activity for each of the Company's  stock option
plans is as follows:

                                       Exercise Prices
                                     -------------------              Number
           Description               Minimum     Maximum           of Options
           -----------               -------     -------
          January 1, 1999             $0.63        $20.38          2,981,263
            Granted                   $1.22         $4.91          2,584,850
            Exercised                 $1.38         $6.44         (1,250,000)
            Canceled                  $0.63         $7.13         (1,143,018)
                                                               -----------------
          December 31, 1999           $0.69        $20.38          3,173,095
            Granted                   $2.59        $19.44            805,700
            Exercised                 $0.81        $14.75           (258,011)
            Canceled                  $0.97        $12.75           (117,009)
                                                               -----------------
          December 31, 2000           $0.69        $19.44          3,603,775
            Granted                   $1.00        $ 5.90          1,139,834
            Exercised                 $0.68        $ 4.91           (220,000)
            Canceled                  $0.81        $18.94           (665,482)
                                                               -----------------
          December 31, 2001           $0.69        $19.44          3,858,127
                                                               =================

<page>

     The Company  applies the intrinsic  value method of  Accounting  Principles
Board Opinion No. 25 and related  interpretations  in  accounting  for its stock
plans. Had  compensation  cost been determined based on the fair value method of
Statement of Financial  Accounting  Standards No. 123, the Company's  results of
operation  would have been as follows (in thousands,  except for per share data)
for the years ended December 31:

                                                 2001       2000       1999
                                               ---------  --------   ---------
   Net income (loss)                           $(35,346)  $ 18,836   $ (7,679)
   Basic earnings (loss) per common share      $  (0.77)  $   0.49   $  (0.23)
   Diluted earnings (loss) per common share    $  (0.77)  $   0.46   $  (0.23)

     The weighted  average fair value of options granted during 2001,  2000, and
1999 was $3.57,  $6.85,  and $1.53, per share,  respectively.  The fair value of
options  granted  was  estimated  on the date of grant  using the  Black-Scholes
option-pricing  model.  For  2001  year-end,   the  following  weighted  average
assumptions were used: no dividend yield, expected volatility of 92%, and a risk
free interest rate of 4.56% per annum. For 2000 year-end, the following weighted
average  assumptions were used: no dividend yield,  expected volatility of 134%,
and a risk  free  interest  rate of 5.16%  per  annum.  For 1999  year-end,  the
following  weighted average  assumptions were used: no dividend yield,  expected
volatility of 156%, and a risk free interest rate of 5.5% per annum.

     The  Company has  options  outstanding  and  exercisable  in varying  price
ranges. The schedule below details the Company's options by price range:
<table>

                                                Options Outstanding             Options Exercisable
                                           ----------------------------   -----------------------------
                                                             Weighted                      Weighted
                                                              Average                       Average
             Range of            Number       Weighted       Exercise      Number of       Exercise
         Exercise Prices       Of Options   Average Life       Price        Options          Price
         ---------------       ----------   ------------  -----------     -----------    ----------
        <S>                   <C>           <C>            <C>            <C>           <C>
        $  0.000  - 1.000        212,833     3.0 years       $   1.00         199,333    $     1.00
           1.001  - 1.500      1,805,085     6.1 years           1.22       1,298,035          1.21
           1.501  - 2.000         65,000     5.7 years           1.94          64,000          1.95
           2.001  - 2.500         39,125     5.2 years           2.27          33,875          2.27
           2.501  - 3.000        263,145     6.4 years           2.98         112,025          2.98
           3.001  - 5.000        921,475     7.0 years           4.23          74,558          3.76
           5.001  -10.000        525,534     6.2 years           6.93         260,436          7.17
          10.001  -21.375         25,930     5.1 years          14.96          18,450         15.62
        -----------------   ------------   -----------    -----------     -----------    ----------
                              3,858,127                                     2,060,712
                            ============                                  ===========
</table>
(c)  Employee Stock Purchase Plan - Under   the   Employee  Stock Purchase Plan,
approved in 1996,  the Company is  authorized  to issue up to 500,000  shares of
common  stock to its  full-time  employees,  nearly all of who are  eligible  to
participate.  Under the terms of the Plan,  employees  can choose each period to
have up to twenty percent of their annual base earnings withheld to purchase the
Company's  common  stock.  The purchase  price of the stock is 85 percent of the
lower of its beginning-of-period or end-of-period market price. During the years
ended December 31, 2001, 2000, and 1999 the Company issued 28,822,  30,318,  and
23,259, shares of stock under the Plan, respectively.

(d)  Treasury   Stock - In  2001  and 2000, the Company paid $41,000 and $59,000
to  acquire an  additional  15,632  and 9,212  shares of its own  common  stock,
respectively.  These  shares were  surrendered  by  employees  of the Company to
satisfy  tax-withholding  obligations  associated  with the  vesting  of certain
restricted  stock awards.  Additionally,  the Company  participated in a program
permitted  by the  Securities  and  Exchange  Commission  and Nasdaq to buy-back
100,000  shares of its common stock  shortly  after the events  surrounding  the
terrorist attacks in September 2001 for a total of $309,000.  As of December 31,
2001 and 2000,  the Company had a total of 806,344 and 690,712  common shares in
treasury at an aggregate cost of $2,473,000 and $2,123,000, respectively.

(e)  Stockholder Rights Plan - In January 1998, the Company's Board of Directors
adopted a Stockholder  Rights Plan.  This plan was amended on May 24, 2000.  The
rights are designed to assure that all the Company's  stockholders  receive fair
and equal treatment in the event of any proposed  takeover of the Company and to
guard
<page>

against partial tender offers,  open market  accumulations  and other tactics to
gain control of the Company without paying all stockholders a control premium.

     Terms of the Stockholder Rights Plan provide for a dividend distribution of
one right for each  share of common  stock to  holders of record at the close of
business on February 6, 1998.  Shareholders  will be able to exercise the rights
only in the event,  with certain  exceptions,  an acquiring party accumulates 20
percent  or more of the  Company's  voting  stock,  or if a party (an  acquiring
person)  announces an offer to acquire 20 percent or more without prior approval
of the Company's Board of Directors. The rights will expire on January 21, 2008.
Each right  initially  will  entitle the holder to buy one  one-thousandth  of a
share of a new series of preferred stock at a price of $42.50.

     In addition,  upon the occurrence of certain events,  holders of the rights
will be entitled to purchase  either the Company's  common stock or shares in an
acquiring person at half of market value. Further, at any time after a person or
group acquires 20 percent or more of the Company's outstanding voting stock, the
board of directors may, at its option, exchange part or all of the rights (other
than rights held by the acquiring person,  which will become void) for shares of
the Company's  common stock on a one-for-one  basis.  The rights will  therefore
cause substantial dilution to a person or group that acquires 20 percent or more
of the Company's common stock on terms not approved by the board.

(f)  Stock Warrants - In 2000, the Company entered  into a  five-year  agreement
with an unrelated  party,  whereby the Company issued warrants to this entity in
exchange for the entity's  becoming a premier  reference  site for  InteliData's
service bureau offering.  As a premier reference site, the entity would make its
facility  and  personnel  reasonably  accessible  for  InteliData,  InteliData's
potential clients,  analysts,  and industry publication  reporters,  in order to
demonstrate  or answer  questions  regarding a service  bureau  environment  and
InteliData's  capabilities.  On June  30,  2000,  InteliData  issued  five-year,
fully-vested  warrants to purchase 50,000 share of InteliData common stock at an
exercise  price of  $4.75  per  share.  The fair  value  of these  warrants  was
estimated  as of the grant date using the  Black-Scholes  model.  The  following
assumptions were used: no dividend yield, expected volatility of 143%, life of 2
years,  and a risk free  interest  rate of 6.44%  per  annum.  Accordingly,  the
Company recorded  approximately  $419,000 of deferred compensation that is being
amortized over the term of this agreement. For the years ended December 31, 2001
and 2000,  the  expense  charged  related to these  warrants  were  $80,000  and
$60,000, respectively. As of December 31, 2001, all of these warrants were still
outstanding.

(g)  Private Placement and Warrants - In November and December 2001, the Company
closed private placement sales of an aggregate of 2,862,727 shares of its common
stock for a price of $2.75 per share, and warrants  exercisable for the purchase
of  1,431,364  shares of its common  stock,  at an  exercise  price of $2.75 per
share, resulting in a gross proceeds of approximately $7,872,500.  The placement
agent in the transaction,  Stonegate Securities, received approximately $472,350
in commissions  and warrants  exercisable  for the purchase of 286,273 shares of
InteliData's common stock, at an exercise price of $2.75 per share.

(8)  EMPLOYEE 401(k) SAVINGS PLAN

     The Company  sponsors a defined  contribution  plan ("Plan") that qualifies
for  tax  treatment   under  Section  401(a)  of  the  Internal   Revenue  Code.
Participation  in the Plan is available to employees who are at least twenty-one
years of age.  Company  contributions  to the Plan are based on a percentage  of
employee contributions.  The Company contributed $153,000,  $89,000, and $60,000
in 2001, 2000, and 1999, respectively.  The Company also pays for administrative
expenses incurred by the Plan.

(9)  INCOME TAXES

     A  reconciliation  of taxes  computed at the statutory  federal tax rate on
earnings  (loss)  before  income taxes (from  continuing  operations)  to actual
income taxes for the years ended December 31, is as follows (in thousands):

<table>
                                                                     2001              2000           1999
                                                                   ---------        ---------       ---------
    <S>                                                           <C>              <C>              <C>

    Income tax liability (benefit) computed at the statutory rate  $ (10,570)       $   8,543       $  (1,792)
    Other                                                              1,264               85              61
    Change in valuation allowance                                      9,146           (8,140)          1,731
                                                                   ---------        ----------      ---------
         Income taxes                                              $    (160)       $     488       $      --
                                                                   ==========       =========       =========
</TABLE>
<page>

     The  balance  of  $160,000   represents  the  current  federal  income  tax
provision.   The  tax  effects  of  temporary  differences  that  give  rise  to
significant  portions of the deferred tax assets and liabilities at December 31,
2001 and 2000, are as follows (in thousands):
                                                         2001             2000
                                                      ---------       ---------

     Net operating loss carryforwards                 $  67,501       $  36,140
     Basis differences in investments                      (936)         (3,466)
     Basis differences in intangibles                    (3,549)             --
     Accounts receivable                                    365             252
     Property and equipment                                (157)            (64)
     General business credit carryforward                   489             489
     Other                                                  190             488
     Alternative minimum tax credit carryforward            197             241
                                                      ---------       ---------
          Total gross deferred tax asset                 64,100          34,080
          Valuation allowance                           (64,100)        (34,080)
                                                      ---------       ---------
            Net deferred tax assets                   $      --       $      --
                                                      =========       =========


     The net  changes  in the total  valuation  allowance  for the  years  ended
December 31, 2001,  2000, and 1999 were an increase  (decrease) of  $30,020,000,
$(8,140,000), and $602,000,  respectively. A valuation allowance was established
for  deferred tax assets as of December 31, 2001 and 2000 because it was deemed,
based on  available  evidence,  that it is more  likely than not that all of the
deferred tax asset will not be realized.

     At December 31, 2001, the Company had net operating loss  carryforwards for
federal income tax purposes of approximately $193 million,  which expire in 2008
through 2021,  general  business tax credits of  approximately  $489,000,  which
expire in 2005 through 2010, and an alternative  minimum tax credit carryforward
of approximately $197,000, which may be carried forward indefinitely and used to
offset  future  regular  taxable  income.  Annual  use  of  net  operating  loss
carryforwards of approximately  $45 million,  which was incurred by Home Account
prior to its  acquisition  by the  Company,  will be limited  under the Internal
Revenue Code as a result of cumulative  changes in ownership of more than 50% in
2001.

(10) COMMITMENTS AND CONTINGENCIES

(a)  Leases - The Company  leases  facilities and equipment under cancelable and
noncancelable operating lease agreements. The facility leases are for terms from
one to five years. Rent expense was $1,436,000,  $735,000,  and $483,000 for the
years ended December 31, 2001, 2000, and 1999, respectively.

     Future  minimum lease payments under  noncancelable  operating  leases with
initial or remaining  terms in excess of one year at December 31, 2001,  were as
follows (in thousands):

          Years Ending December 31,
          -------------------------
                     2002                                      $       1,157
                     2003                                              1,012
                     2004                                                808
                     2005                                                411
                     2006                                                330
                     2007 and thereafter                                  --
                                                                ------------
                         Total minimum lease payments          $       3,718
                                                               =============

(b)  Patent Matters - The   Company   does   not   believe that its products and
services  infringe  on the  rights of third  parties.  From time to time,  third
parties assert infringement claims against InteliData. There can be no assurance
that any such  assertion  will not result in costly  litigation  or require  the
Company to cease using, or obtain a license to use, intellectual property rights
of such parties.

(c)  Litigation - The   Company   is   not  currently   a  party to any material
litigation.  From time to time,  the  Company is a party to  routine  litigation
incidental to its business.  Management  does not believe that the resolution
<page>

of any or all of such  routine  litigation  will be  likely  to have a  material
adverse effect on the Company's financial condition or results of operations.

(11) VALUATION AND QUALIFYING ACCOUNTS

     The components of significant  valuation and qualifying accounts associated
with accounts  receivable for the years ended December 31, 2000 and 1999 were as
follows (in thousands):

       Balance, January 1, 1999                                    $        442
          Recoveries                                                         --
          Charged to costs and expenses                                     276
          Write-offs                                                         --
                                                                   ------------
       Balance, December 31, 2000                                           718
          Recoveries                                                        150
          Charged to costs and expenses                                   1,090
          Write-offs                                                       (914)
                                                                   ------------
       Balance, December 31, 2001                                   $     1,044
                                                                   ============

     As part of the Home  Account  acquisition  during  the  year,  the  Company
acquired  certain   accounts   receivables  that  were  outstanding  as  of  the
acquisition  date.  The Company  pursued  collections  efforts,  but  ultimately
determined  that  some of  these  accounts  were  uncollectible.  Such  doubtful
accounts  related to these  acquired  assets  cannot be  adjusted as part of the
purchase  price  allocation,  but the bad debt  expense  must be  recognized  as
current  operations.  During 2001, the Company  recorded costs  associated  with
these particular sets of uncollectible  accounts in the amount of $1,090,000 and
began to write  off some  accounts.  Additionally,  the  Company  wrote off some
previously reserved legacy InteliData accounts.

(12) ACQUISITION OF HOME ACCOUNT

     On January 11,  2001,  the Company  acquired  Home Account  Holdings,  Inc.
("Home  Account")  and its operating  subsidiary,  Home Account  Network,  Inc.,
pursuant to an agreement and plan of merger whereby a wholly-owned subsidiary of
the Company merged with and into Home Account,  with Home Account  surviving the
merger as the Company's wholly-owned subsidiary.  This acquisition was accounted
for  as a  purchase.  Following  the  Company's  acquisition  of  Home  Account,
InteliData provides a suite of UNIX-based electronic banking and electronic bill
presentment  and  payment  ("EBPP")  products  and  services  in an  application
services provider ("ASP") environment.

     Pursuant to the merger  agreement,  the Company  purchased Home Account for
approximately  $320,000 in cash and 6,900,000 shares of Company common stock and
the merger was accounted for as a purchase. The purchase price was the result of
an arm's-length  negotiation between the Company and Home Account,  based on the
Company's  evaluation  of the  fair  market  value of Home  Account's  business,
including its  revenues.  The value of the shares issued as part of the purchase
consideration of approximately  $29,011,000 was measured based on the average of
the market price of the issued  common stock a few days before and after January
11,  2001 - the date that the merger  transaction  was agreed to and  announced.
This  amount  coupled  with the  liability  associated  with  the  Home  Account
Incentive Plan of $2,946,000  (see below) resulted in an increase of $31,957,000
in the  accompanying  statement of changes in  stockholders'  equity.  The total
purchase  price of  approximately  $31,186,000  consisted of the  following  (in
thousands):

     Consideration and acquisition costs:
              Value of shares issued                $    29,011
              Cash consideration                            320
              Acquisition costs                           1,855
                                                    -----------
                                                    $    31,186
                                                    ===========

     The assets acquired and liabilities assumed were recorded at estimated fair
values as determined by the Company's management based on information  currently
available and on current  assumptions as to future  operations.  The Company has
obtained independent  professional services for the purchase price allocation to
the fair values of
<page>

the acquired property,  plant and equipment,  and identified  intangible assets,
and their remaining useful lives and has completed its review and  determination
of the fair values of the other  assets  acquired  and  liabilities  assumed.  A
summary of the  assets  acquired  and  liabilities  assumed  in the  acquisition
follows (in thousands):

      Allocation of purchase price:
        Current assets                                               $  1,562
        Property, plant and equipment                                   1,743
        Intangibles (straight-line amortization, 8 to 10 years)        11,400
        Liabilities assumed and other                                  (4,344)
        Liabilities associated with Home Account Incentive Plan        (2,946)
        Acquisition integration liabilities                            (1,822)
        Goodwill (straight-line amortization, 8 years)                 25,593
                                                                     ----------
                                                                     $ 31,186
                                                                     ==========

     Intangible assets consist of $4,200,000 for assembled  workforce (which has
an   estimated    useful   life   of   eight   years)   and    $7,200,000    for
contracts/relationships  (which  has an  estimated  useful  life of ten  years).
Assembled  workforce  was  determined  based  on  the  number  of  Home  Account
employees, function, compensation,  fringe benefits, recruiting costs, training,
and other factors.  Contracts/relationships  was determined based on the history
of low  attrition,  the  high  cost  of  switching,  market  prices,  forecasted
revenues, evaluation of competitors, and other factors.

     As a  result  of the  acquisition  of  Home  Account,  InteliData  incurred
acquisition  expenses  for  costs to exit  certain  activities  at Home  Account
locations  and to  involuntarily  terminate  employees of the acquired  company.
Generally  accepted   accounting   principles  require  that  these  acquisition
integration  expenses,  which are not  associated  with the generation of future
revenues, have no future economic benefit and which meet certain other criteria,
be reflected as assumed  liabilities  in the allocation of the purchase price to
the  net  assets  acquired.  The  components  of  the  acquisition   integration
liabilities  balance of $1,822,000 included in the purchase price allocation are
approximately  $1,010,000  for lease  costs  for the now  vacated  Home  Account
headquarters  in  Emeryville,  California,  and  $822,000  related to  workforce
reduction.  As of December  31, 2001,  the Company had a remaining  liability of
$777,000  associated  with such lease  costs,  of which  $237,000 is current and
$540,000 is noncurrent.

     The  workforce  reductions  focused  on three key  areas:  1)  streamlining
development  efforts,  2)  eliminating  redundant  administrative  overhead  and
support   activities,   and   3)   restructuring   and   repositioning   of  the
sales/marketing   and  research  and  development   organizations  to  eliminate
redundancies  in these  activities.  As of December 31, 2001, 87 positions  have
been terminated and approximately $822,000 had been paid.

     The following pro forma financial information presents the combined results
of operations of InteliData Technologies  Corporation and Home Account Holdings,
Inc.  and gives effect to the  acquisition  of Home Account as if it occurred on
January 1, 1999. The pro forma  condensed  combined  financial  information  set
forth below reflects certain adjustments, including among others, adjustments to
reflect  the  amortization  of the  goodwill  associated  with the  acquisition.
However,  pro forma results do not include any anticipated cost savings. The pro
forma condensed combined financial  information for the years ended December 31,
2001,  2000,  and 1999,  set forth below neither  purports to represent what the
consolidated  results of operations or financial  condition of InteliData  would
actually have been if the Home Account  acquisition had in fact occurred on such
date nor projects the future  consolidated  results of  operations  or financial
condition of InteliData (in thousands, except for per share data):

                                                2001          2000       1999
                                             ---------    ---------   ---------
     Revenue                                 $  18,296    $  13,551   $  10,678
     Net (loss) income                         (33,683)       1,345     (23,182)
     Basic net (loss) income per share           (0.73)        0.03       (0.58)
     Diluted net (loss) income per share         (0.73)        0.03       (0.58)

     Pro forma  basic  net  income  (loss)  per  share  was  computed  using the
weighted-average number of shares of common stock outstanding after the issuance
of InteliData's  common stock to acquire the outstanding shares of Home Account.
Pro forma  diluted net income (loss) per share also gives effect to any dilutive
options.  Options and  warrants are excluded  from the  computation  during loss
periods, as their effect is anti-dilutive.

<page>

(13) Home Account Incentive Plan

     In 2000,  Home Account  approved the 2000  Incentive  Plan to encourage the
retention  of  certain  officers  of Home  Account  through a change of  control
transaction,  and after such a  transaction  to the extent,  up to one year,  as
desired by the acquirer.  Upon  acquisition of Home Account by an acquirer,  the
2000  Incentive  Plan  provided  for the  granting  to plan  participants  of an
aggregate of 15% of the net amount of the merger consideration allocable to Home
Account's preferred  stockholders after payment of the debt preference and other
expenses  associated  with a transaction.  Under the InteliData and Home Account
merger  transaction,  this  incentive  plan is payable in the form of InteliData
common  stock  and such  payments  are to be made by the  group of  former  Home
Account preferred stockholders (who are collectively  considered as a "principal
stockholder").  Two-thirds of the 2000 Incentive Plan  allocation  vested on the
transaction  closing  date  and  represent  a  pre-acquisition  expense  to Home
Account.  In  connection  with the merger  transaction,  the  Company  agreed to
advance  the  participants  funds to pay for their tax  withholding  obligations
associated with the two-thirds  portion.  The original  principal amount of this
receivable  balance was  approximately  $1,116,000.  The shares allocable to the
participants  were  placed in an escrow  account  and are  released  to the Home
Account Stockholders' Representative in accordance with the Merger Consideration
Escrow Agreement.  As of December 31, 2001, the remaining outstanding receivable
balance,  including interest, was approximately $466,000 and is reflected in the
"Other  receivable"  balance.  On February 4, 2002,  the  remaining  outstanding
balance plus additional interest accrued was paid in full.

     The remaining  one-third of the participants'  allocation vested on January
11, 2002 (one year from the  transaction  closing  date).  All forfeited  shares
reverted to the preferred  stockholders of Home Account.  In connection with the
2000  Incentive Plan  allocation,  the deferred  compensation  for the one-third
portion is  estimated to be $349,000  based on $2.83 (the  closing  price of the
Company's  common stock at December 31, 2001) and is charged to expense over the
vesting  period.  For the year ended  December  31, 2001,  the Company  recorded
compensation expense of approximately $339,000.

(14) EARNINGS PER SHARE

     Basic  earnings   (loss)  per  share  ("EPS")  are  calculated   using  the
weighted-average  number  of  shares of common  stock  outstanding  during  each
period.  Diluted  EPS  reflect the  dilutive  effect of stock  options and stock
awards granted to employees  under  stock-based  compensation  plans, as well as
stock warrants.  Basic and diluted  earnings per share are calculated as follows
(in thousands, except per share data):
<table>

                                                                              2001          2000            1999
                                                                             ------        ------          ------
<S>                                                                      <C>            <C>              <C>

Basic EPS
  Income (loss) from continuing operations                                $ (30,041)     $ 23,920        $ (9,636)
  Weighted-average common shares outstanding                                 45,897        38,237          33,367
                                                                          ---------      --------        --------
  Basic earnings (loss) per share from continuing operations              $   (0.65)     $   0.63        $  (0.29)
                                                                          =========      ========        ========

Diluted EPS
  Income (loss) from continuing operations                                $ (30,041)     $ 23,920        $ (9,636)
                                                                          ---------      --------        --------
  Weighted-average common shares outstanding                                 45,897        38,237          33,367
  Effect of dilutive securities:
    Stock options and awards                                                      -         2,551               -
    Stock warrants                                                                -            55               -
                                                                          ---------      --------        --------
      Weighted-average dilutive common shares outstanding                    45,897        40,483          33,367
                                                                          ---------      --------        --------
  Diluted earnings (loss) per common share                                $   (0.65)     $   0.59        $  (0.29)
     from continuing operations                                           =========      ========        ========

</table>
     Options to purchase  869,000  shares of common stock at a range of $4.25 to
$19.44 were outstanding during 2000, but were not included in the computation of
diluted  earnings per share,  because the options'  exercise prices were greater
than the average market price of the common share.

<PAGE>


(15) UNAUDITED QUARTERLY FINANCIAL DATA

     The  results of the  Company's  quarterly  operations  for the years  ended
December 31, 2001 and 2000 are set forth in the following  table (in  thousands,
except per share data).
<table>

                                                 First        Second          Third         Fourth         Year
                                            ------------   -----------   ------------   -----------    ----------
<S>                                         <C>            <C>           <C>            <C>            <C>
2001
----
Revenues                                     $     3,151    $     4,355    $    5,307    $    5,483     $   18,296
Cost of revenues                                   1,902          2,117         2,421         2,570          9,010
Operating expenses                                11,048         10,908        10,366         7,302         39,624
                                             -----------    ------------   ----------    ----------     ----------
Operating loss                                    (9,799)        (8,670)       (7,480)       (4,389)       (30,338)
Other income (expense)                               522            375        (1,475)          715            137
Provision (benefit) for income taxes                   -              -          (160)            -           (160)
                                             -----------    -----------    ----------            --     ----------
Income (loss) from continuing operations          (9,277)        (8,295)       (8,795)       (3,674)       (30,041)
Income (loss) from discontinued operations             -              -            -              -              -
                                             -----------    -----------    ----------    ----------     ----------
Net income (loss)                            $    (9,277)   $    (8,295)   $   (8,795)   $   (3,674)    $  (30,041)
                                             ============   ============   ==========    ==========    ===========

Basic earnings per common share
  Income (loss) from continuing operations   $     (0.21)   $    (0.18)    $    (0.19)   $    (0.08)    $    (0.65)
  Income (loss) from discontinued operations        0.00          0.00           0.00          0.00           0.00
                                             -----------    -----------    ----------    ----------     ----------
  Net income (loss)                          $     (0.21)   $    (0.18)    $    (0.19)   $    (0.08)    $    (0.65)
                                             ============   ===========    ==========    ==========     ==========

Diluted earnings per common share
  Income (loss) from continuing operations   $     (0.21)   $    (0.18)    $    (0.19)   $    (0.08)    $    (0.65)
  Income (loss) from discontinued operations        0.00          0.00           0.00          0.00           0.00
                                             -----------    -----------    ----------    ----------     ----------
  Net income (loss)                          $     (0.21)   $    (0.18)    $    (0.19)   $    (0.08)    $    (0.65)
                                             ============   ===========    ==========    ==========     ==========

Weighted-average common shares outstanding
  Basic                                           44,580         45,249        45,521        46,866         45,987
                                             ===========    ===========    ==========    ==========     ==========
  Diluted                                         44,580         45,249        45,521        46,866         45,987
                                             ===========    ===========    ==========    ==========     ==========

2000
----
Revenues                                     $     1,784    $     1,199    $    1,516    $      602     $    5,101
Cost of revenues                                     574            933           850           363          2,720
Operating expenses                                 4,902          6,715         7,103         8,979         27,699
                                             -----------    ------------   ----------    ----------     ----------
Operating loss                                    (3,692)        (6,449)       (6,437)       (8,740)       (25,318)
Other income (expense)                            42,756          1,555         4,170         1,245         49,726
Provision (benefit) for income taxes                 790           (100)          (57)         (145)           488
                                             -----------    ------------   ----------    ----------     ----------
Income (loss) from continuing operations          38,274         (4,794)       (2,210)       (7,350)        23,920
Income (loss) from discontinued operations           417            (51)         (633)            5           (262)
                                             -----------    ------------   ----------    ----------     ----------
Net income (loss)                            $    38,691    $    (4,845)   $   (2,843)   $   (7,345)    $   23,658
                                             ===========    ============   ==========    ==========     ==========

Basic earnings per common share
  Income (loss) from continuing operations   $      1.00    $    (0.13)    $    (0.05)   $    (0.19)    $     0.63
  Income (loss) from discontinued operations        0.01          0.00          (0.02)         0.00          (0.01)
                                             -----------    -----------    -----------   ----------     ----------
  Net income (loss)                          $      1.01    $    (0.13)    $    (0.07)   $    (0.19)    $     0.62
                                             ===========    ===========    ===========   ==========     ==========

Diluted earnings per common share
  Income (loss) from continuing operations   $      0.93    $    (0.13)    $    (0.05)   $    (0.19)    $     0.59
  Income (loss) from discontinued operations        0.01          0.00          (0.02)         0.00          (0.01)
                                             -----------    -----------    -----------   ----------     ----------
  Net income (loss)                          $      0.94    $    (0.13)    $    (0.07)   $    (0.19)    $     0.58
                                             ===========    ===========    ===========   ==========     ==========

Weighted-average common shares outstanding
  Basic                                           38,147         38,173        38,265        38,349         38,237
                                             ===========    ===========    ==========    ==========     ==========
  Diluted                                         40,955         38,173        38,265        38,349         40,843
                                             ===========    ===========    ==========    ==========     ==========

                                                                          * * * * * *
</table>
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
InteliData Technologies Corporation
Reston, Virginia

     We have audited the accompanying  consolidated balance sheets of InteliData
Technologies  Corporation  and  subsidiaries  (the "Company") as of December 31,
2001 and 2000, and the related consolidated statements of operations, changes in
stockholders'  equity,  and cash flows for each of the three years in the period
ended  December  31,  2001.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated 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,  such consolidated  financial statements present fairly, in
all  material  respects,  the  financial  position  of  InteliData  Technologies
Corporation  and  subsidiaries as of December 31, 2001 and 2000, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
-------------------------


McLean, Virginia
February 20, 2002

<PAGE>


ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
--------------------------------------------------------------
              ACCOUNTING AND FINANCIAL DISCLOSURE
              -----------------------------------

              None.

PART III
========

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------

     The Company  incorporates  herein by reference the  information  concerning
directors contained in its Proxy Statement for its 2002 Stockholders' Meeting to
be filed within 120 days after the end of the  Company's  fiscal year (the "2002
Proxy Statement").

     Beneficial  Ownership  Reporting  -  The  Company  incorporates  herein  by
reference the  information  required by Item 405 of Regulation  S-K contained in
its 2002 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

     The Company  incorporates  herein by reference the  information  concerning
executive compensation contained in the 2002 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     The Company  incorporates  herein by reference the  information  concerning
security ownership of certain beneficial owners and management  contained in the
2002 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

     The Company  incorporates  herein by reference the  information  concerning
certain  relationships  and  related  transactions  contained  in the 2002 Proxy
Statement.

PART IV
=======

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    1.     FINANCIAL STATEMENTS - See Item 8 of this Report

       2.     FINANCIAL STATEMENT SCHEDULES - None

       3.     EXHIBITS

  Exhibit No.                             Description
  -----------                           ---------------

     2.1  Agreement  and Plan of Merger,  dated  January 11, 2001,  by and among
          InteliData Technologies Corporation, InteliData Merger Sub, Inc., Home
          Account  Holdings,  Inc.,  and Edward F.  Glassmeyer and Ronald Terry,
          each in his capacity as  representative  of the  stockholders  of Home
          Account.  (Incorporated  herein by reference to the Current  Report on
          Form 8-K filed with the Commission on January 26, 2001).


     3.1  Certificate of Incorporation of InteliData  Technologies  Corporation.
          (Incorporated  herein by  reference  to Appendix IV to the Joint Proxy
          Statement/Prospectus  included in the  Registration  Statement on Form
          S-4 filed with the  Commission  on August 29, 1996,  as amended,  File
          Number 333-11081).

   3.1.1  Amendment to the Certificate of  Incorporation.  (Incorporated  herein
          by reference to the Company's Registration Statement on Form S-8, File
          Number 333-93227).

<page>

     3.2  Bylaws of InteliData Technologies Corporation. (Incorporated herein by
          reference  to  Appendix  V to the Joint  Proxy  Statement  /Prospectus
          included  in the  Registration  Statement  on Form S-4 filed  with the
          Commission on August 29, 1996, as amended, File Number 333-11081).

     4.1  Rights  Agreement,  dated as of January 21,  1998,  by and between the
          Company and American Stock Transfer & Trust Company,  as Rights Agent.
          (Incorporated  herein by  reference to the  Registration  Statement on
          Form 8-A filed with the Commission on January 26, 1998).

   4.1.1  Amendment No. 1 dated May 24, 2000 to the Rights  Agreement,  dated as
          of January 21,  1998,  by and between the Company and  American  Stock
          Transfer & Trust  Company,  as Rights Agent.  (Incorporated  herein by
          reference  to  the  Current  Report  on  Form  8-A/A  filed  with  the
          Commission on July 6, 2000).

     4.2  Registration  Rights  Agreement,  dated January 11, 2001, by and among
          InteliData  Technologies  Corporation  and the holders of common stock
          listed  on  Exhibit  A  attached  thereto.   (Incorporated  herein  by
          reference to the Current  Report on Form 8-K filed with the Commission
          on January 26, 2001).

     4.3  Form of  Subscription  Agreement,  by and  among the  Company  and the
          selling stockholders,  including as Appendix I thereto, a Registration
          Rights Agreement.  (Incorporated  herein by reference to the Company's
          Registration Statement on Form S-3, File Number 333-75146).

     4.4  Form of Warrant Certificate.  (Incorporated herein by reference to the
          Company's Registration Statement on Form S-3, File Number 333-75146).

    10.1  Description  of  InteliData  Technologies   Corporation  Merger  Stock
          Compensation Plan.  (Incorporated herein by reference to the Company's
          Registration Statement on Form S-8, File Number 333-76631).

    10.2  InteliData Technologies Corporation 1996 Incentive Plan. (Incorporated
          herein by reference to the  Company's  Registration  Statement on Form
          S-8, File Number 333-16115).

  10.2.1  Description  of Amendment  to the 1996 Incentive  Plan.  (Incorporated
          herein by reference to the Company's  Proxy  Statement  filed with the
          Commission on August 6, 1999).

  10.2.2  Description of Amendment to  the  1996 Incentive  Plan.  (Incorporated
          herein by reference to the Company's  Proxy  Statement  filed with the
          Commission on April 24, 2000).

  10.2.3  Description of Amendment to the  1996  Incentive  Plan.  (Incorporated
          herein by reference to the Company's  Proxy  Statement  filed with the
          Commission on April 20, 2001).


    10.3  InteliData  Technologies  Corporation  Non-Employee  Directors'  Stock
          Option  Plan.  (Incorporated  herein  by  reference  to the  Company's
          Registration Statement on Form S-8, File Number 333-16117).

    10.4  InteliData  Technologies  Corporation  Employee  Stock  Purchase Plan.
          (Incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form S-8, File Number 333-16121).

    10.5  Employment   Agreement   dated  April  5,  1999   between   InteliData
          Technologies  Corporation  and Alfred S. Dominick,  Jr.  (Incorporated
          herein  by  reference  to the  Company's  Report  on Form 10-Q for the
          quarter ended March 31, 1999).

  10.5.1  InteliData  Technologies  Corporation  1998  Chief Executive Officer's
          Plan. (Incorporated herein by reference to Exhibit 10 to the Company's
          Report on Form 10-K for the year ended December 31, 1999).

    10.6  Employment  and  Non-Competition  Agreement  dated  December  17, 1997
          between  InteliData  Technologies  Corporation  and Albert N. Wergley.
          (Incorporated  herein by  reference  to  Exhibit  10 to the  Company's
          Report on Form 10-K for the year ended December 31, 1997).
<page>

  10.6.1  Amendment to the Employment  and  Non-Competition   Agreement  between
          InteliData Technologies  Corporation and Albert N. Wergley, dated June
          14,  1999.  (Incorporated  herein by  reference  to  Exhibit 10 to the
          Company's Report on Form 10-K for the year ended December 31, 1999).

    10.7  Employment   and   Non-Competition    Agreement   between   InteliData
          Technologies  Corporation and Michael E. Jennings, dated June 14, 2000
          (Incorporated  herein by  reference  to  Exhibit  10 to the  Company's
          Report on Form 10-Q for the quarter ended September 30, 2000).

    10.8  Employment   and   Non-Competition    Agreement   between   InteliData
          Technologies  Corporation and William F. Gorog, dated November 1, 2000
          (Incorporated  herein by  reference  to  Exhibit  10 to the  Company's
          Report on Form 10-Q for the quarter ended September 30, 2000).

    10.9  Employment   and   Non-Competition    Agreement   between   InteliData
          Technologies Corporation and Steven P. Mullins, dated November 1, 2000
          (Incorporated  herein by  reference  to  Exhibit  10 to the  Company's
          Report on Form 10-Q for the quarter ended September 30, 2000).

   10.10  Employment   and   Non-Competition    Agreement   between   InteliData
          Technologies  Corporation and Charles A. White, dated January 11, 2001
          (Incorporated  herein by  reference  to  Exhibit  10 to the  Company's
          Report on Form 10-Q for the quarter ended June 30, 2001).

   10.11  Merger Consideration Escrow Agreement,  dated January 11, 2001, by and
          among  InteliData  Technologies  Corporation,  Home Account  Holdings,
          Inc.,  Edward  Glassmeyer  and Ronald  Terry,  each in his capacity as
          representative of the stockholders of Home Account, and SunTrust Bank,
          Richmond, Virginia, as Escrow Agent. (Incorporated herein by reference
          to the Current Report on Form 8-K filed with the Commission on January
          26, 2001).

   10.12  Indemnity  Escrow  Agreement,  dated  January 11,  2001,  by and among
          InteliData Technologies  Corporation,  Home  Account  Holdings,  Inc.,
          Edward   Glassmeyer  and  Ronald  Terry,   each  in  his  capacity  as
          representative of the stockholders of Home Account, and SunTrust Bank,
          Richmond, Virginia, as Escrow Agent. (Incorporated herein by reference
          to the Current Report on Form 8-K filed with the Commission on January
          26, 2001).

   10.13  Note and Fee Exchange Agreement,  dated January 11, 2001, by and among
          InteliData Technologies Corporation, Home Account Holdings, Inc., U.S.
          Bancorp  Piper  Jaffray and the  persons  listed on Exhibit A thereto.
          (Incorporated  herein by reference  to the Current  Report on Form 8-K
          filed with the Commission on January 26, 2001).

 *  21.1  InteliData Technologies Corporation List of Significant  Subsidiaries.

 *  23.1  Consent of Deloitte & Touche LLP.

-------------

* filed herewith

(b)  REPORTS ON FORM 8-K

     The  Company  filed a Current  Report on Form 8-K with the  Securities  and
Exchange  Commission on November 28, as amended on December 6, 2001, relating to
InteliData's  private  placement sale of an aggregate of 2,862,727 shares of its
common stock for a price of $2.75 per share,  and warrants  exercisable  for the
purchase of 1,431,350  shares of its common stock, at an exercise price of $2.75
per  share,  resulting  in  gross  proceeds  of  approximately  $7,872,500.  The
placement  agent  in  the  transaction   received   approximately   $472,350  in
commissions  and  warrants  exercisable  for the  purchase of 286,273  shares of
InteliData's common stock, at an exercise price of $2.75 per share.

                                   * * * * * *


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                          INTELIDATA TECHNOLOGIES CORPORATION

                          By: /s/ Alfred S. Dominick, Jr.
                         -------------------------------------
                              Alfred S. Dominick, Jr.
                              President and Chief Executive Officer
                              (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                        Title                                 Date

/s/ Alfred S. Dominick, Jr.      President, Chief Executive       March 27, 2002
----------------------------     Officer, and Director
Alfred S. Dominick, Jr.

/s/ William F. Gorog             Chairman of the Board            March 27, 2002
-------------------------------   and Director
William F. Gorog

/s/ Steven P. Mullins            Vice President, Chief            March 27, 2002
-------------------------------  Financial Officer, and
Steven P. Mullins                Treasurer (Principal Financial
                                 and Accounting Officer)

/s/ Neal F. Finnegan             Director                         March 27, 2002
-------------------------------
Neal F. Finnegan

/s/ Patrick F. Graham            Director                         March 27, 2002
-------------------------------
Patrick F. Graham

/s/ John J. McDonnell, Jr.       Director                         March 27, 2002
-------------------------------
John J. McDonnell, Jr.

/s/ L. William Seidman           Director                         March 27, 2002
-------------------------------
L. William Seidman

/s/ Norman J. Tice               Director                         March 27, 2002
-------------------------------
Norman J. Tice

/s/ Charles A. White             Director                         March 27, 2002
-------------------------------
Charles A. White