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, 2000    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 $.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 [ ].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on March 1, 2001, was approximately $161,533,000. 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 1,
2001 was 46,152,387.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of InteliData  Technologies  Corporation's Proxy Statement for its 2001
Annual  Stockholder  Meeting,  to be held on May 23, 2001, are  incorporated  by
reference into Part III of this Report.


<PAGE>







                       INTELIDATA TECHNOLOGIES CORPORATION

                         2000 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I
------

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

Item 2.    Properties......................................................... 7

Item 3.    Legal Proceedings.................................................. 8

Item 4.    Submission of Matters to a Vote of Stockholders.................... 8


PART II
-------

Item 5.    Market for Registrant's Common Stock and Related
           Stockholder Matters................................................ 9

Item 6.    Selected Financial Data............................................10

Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................11

Item 7a.   Quantitative and Qualitative Disclosures about Market Risk.........27

Item 8.    Financial Statements and Supplementary Data........................29

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure..........................................50


PART III
--------

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

Item 11.   Executive Compensation.............................................52

Item 12.   Security Ownership of Certain Beneficial Owners
           and Management.....................................................53

Item 13.   Certain Relationships and Related Transactions.....................53


PART IV
-------

Item 14.   Exhibits, Financial Statement Schedules and Reports on
           Form 8-K...........................................................54


<PAGE>


                                     PART I

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

GENERAL

     InteliData  Technologies   Corporation   ("InteliData"  or  the  "Company")
develops and markets software products and consulting services for the financial
services  industry.  The Company  supplies  Internet  banking,  electronic  bill
presentment and payment ("EBPP") software to financial institutions that want to
provide  their own  remote  banking  services.  The  Company  also  serves as an
Application  Service Provider ("ASP") by providing  Internet hosting and service
bureau solutions to financial institutions, including bankcard issuers.

     The Company develops and markets  software  products and services to assist
financial  institutions  in their Internet  banking and electronic  bill payment
initiatives.  The  products are  designed to assist  consumers in accessing  and
transacting business with their financial  institutions  electronically,  and to
assist  financial  institutions in connecting to and  transacting  business with
third party  processors.  The services focus on providing these same services to
financial  institutions,  including bankcard issuers, on an outsourced basis, as
well as  consulting  and  maintenance  agreements  that  support  the  Company's
products.

     The Company was  incorporated on August 23, 1996 under the Delaware General
Corporation  Law in order to effect the mergers  ("Mergers")  of US Order,  Inc.
("US Order") and Colonial Data Technologies Corp. ("Colonial Data").  Accounting
for the Mergers was treated as a purchase of Colonial Data by US Order.

     Effective September 30, 1996, US Order acquired the business of Braun,
Simmons & Co.,  an Ohio  corporation  ("Braun  Simmons").  Braun  Simmons was an
information-engineering firm specializing in the development of Internet banking
solutions for financial  institutions.  The  acquisition  expanded the Company's
product line for both large and small financial institutions.

     As a result of the  Mergers  and Braun  Simmons  acquisition,  the  Company
operated its business in three operating  segments:  Internet banking  (formerly
electronic commerce), telecommunications, and interactive services.

     During the fourth quarter of 1997,  the Company  announced its intention to
sell the interactive  services division.  During the second quarter of 1998, the
Company announced its intention to discontinue the telecommunications  business,
other than the leasing of Caller ID adjuncts,  formerly  transacted  by Colonial
Data.  During the third quarter of 2000, the Company  discontinued the Caller ID
leasing business. Accordingly, the Company has reclassified prior year financial
statements to account for the discontinued operations.

     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

<PAGE>
surviving the merger.  Home Account Holdings is now a wholly owned subsidiary of
InteliData.  Home  Account  Holdings is an  application  services  and  software
provider to financial  institutions  for the delivery of financial  products and
services over the Internet. Home Account Holdings provides a suite of UNIX-based
Internet  banking and  electronic  bill  presentment  and payment  products  and
services in an application services provider environment.  This acquisition will
be accounted for as a purchase.

     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
financial  institutions  whose  processes  and systems are subject to regulatory
approvals. Internet banking is a developing marketplace.  Financial institutions
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  paying  bills  and  transferring  funds.  The
Company's future growth and  profitability  will depend,  in part, upon consumer
acceptance  of Internet  banking and  electronic  bill  presentment  and payment
processes and the speed at which such acceptance occurs.

PRODUCTS AND SERVICES

     The  Company's  business  strategy  is to develop  products  and  services,
including  software,  to meet the  needs of  financial  institutions  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.  In addition,  the products and services the Company
develops are designed to support not only Internet  access,  but by other access
methods that are newly  developing.  These other access methods include Wireless
access and/or access via Personal Digital Assistant ("PDA").

         The Company currently offers the following products and services:

o        InterposeTM Transaction Engine
         ------------------------------

     The Interpose Transaction Engine is the heart of the Company's Internet
Banking software system.  It runs on the financial  institution's  host computer
system, providing real-time connectivity to remote delivery channels. Along with
this critical host connection,  the Interpose Transaction Engine provides robust
customer  profiling  and control over system  security.  Its Advanced  Financial
Message Set gives financial  institutions the  functionality to offer a complete
range of online financial services.


<PAGE>


o        InterposeTM OFX Server
         ----------------------

     The Interpose OFX Gateway allows a financial  institution to take advantage
of the Open Financial  Exchange ("OFX")  standard to directly support  customers
who use Intuit Quicken(R),  Microsoft  Money(R),  and other OFX compliant client
software.  It supports  synchronized  information  across all delivery channels,
including the Internet, Wireless devices, and PDAs.

o        InterposeTM Payment Warehouse
         -----------------------------

     The Interpose Payment  Warehouse  provides a software solution to financial
institutions  that automates bill payment  processing while giving the financial
institution the benefit of tracking  payment  activity and integrating  delivery
channels.

o        ASP Services
         ------------

     In 2000  InteliData  announced the formation of a new  application  service
provider  ("ASP")  business unit to meet the  anticipated  growth and demands of
providing  Internet banking and electronic bill presentment and payment ("EBPP")
outsourcing services to its customers. Our outsourcing offering allows financial
institutions  to operate as if the system was in-house,  avoiding the delays and
customer  service  problems  often  encountered  when  banks use on third  party
processors.

o        Consulting Services
         -------------------

     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 bank's  mainframe  computer
system.

o        Card Solutions
         --------------

     Beginning  January 11, 2001, the Company also offers Card Solutions,  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.


MARKETING AND DISTRIBUTION

     The Company concentrates its marketing efforts on direct sales of principal
products and services to financial institutions in the United States,  including
bankcard  issuers.  Currently,  the  Company  is  marketing  to large  financial
institutions,  generally with assets in excess of $1 billion.  In addition,  the
Company  markets to bankcard  issuers that are processed by First Data Resources

<PAGE>

("FDR"),  the  card-issuing  subsidiary  of First  Data  Corp.  The  Company  is
developing  products and services to assist  financial  institutions 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.

COMPETITION

     The Company's products and services face competition from several types
of competitors.  Some financial  institutions have elected to develop internally
their own  Internet  banking  solutions,  instead  of  purchasing  products  and
services  from the Company or other  vendors.  Financial  institutions  may also
obtain  competing   products  and  services  from  S-1  Corporation,   Corillian
Corporation,  Financial  Fusion,  Inc.,  Digital  Insight,  Inc.,  and Incurrent
Solutions, Inc.

     The Company expects that competition in all of these areas will increase in
the near future. 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 2000,
1999,  and 1998,  the  Company's  research  and  development  expenditures  were
$14,512,000,  $4,115,000, and $2,652,000, respectively. At December 31, 2000 and
1999, 136 and 54 employees were engaged in product development, respectively. At
March 1, 2001,  after the  acquisition of Home Account  Holdings,  187 employees
were engaged in product development.

     The  Company's  product  development  efforts are  focused on software  and
systems for Internet  banking and electronic bill  presentment  and payment.  In
particular,  the Company  applies its research and  development  expenditures to
data   transaction   processing  and  messaging   software.   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.


<PAGE>


GOVERNMENT REGULATION

     Although it has recently undergone  significant  deregulation,  the banking
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.

EMPLOYEES

     At December  31, 2000 and 1999,  the Company had  approximately  136 and 80
employees,  respectively.  The Company has no collective  bargaining  agreements
with its  employees and believes  that it has a positive  relationship  with its
employees. At March 1, 2001, after the acquisition of Home Account Holdings, the
Company had approximately 235 employees.

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

     The Company's headquarters are located in Reston, Virginia, where it leases
17,000 square feet of office space; this lease expires in January 2004. 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 expires 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 2000,  the Company sold a 63,000 square foot  manufacturing  and
distribution  facility in New Milford,  Connecticut.  This facility was an asset
related to the telecommunications business that was discontinued in 1998.

     In January  2001,  the Company  acquired Home Account  Holdings,  which had
leased facilities in Emeryville,  California,  Omaha,  Nebraska, and Charleston,
South  Carolina.  In

<PAGE>

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 10,000 square
feet of office space, used for product  development and customer  service,  will
terminate  in May 2001 and the Company  has  entered  into a lease to rent 5,300
square  feet of space  commencing  in April 2001 in a different  South  Carolina
facility.

     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.

<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
                                       -------------       ---------

2000

         Fourth Quarter               $  6.3750            $  2.3750
         Third Quarter                  10.7500               3.8125
         Second Quarter                 16.3750               5.3750
         First Quarter                  21.1250               3.5000

1999

         Fourth Quarter               $  4.9063            $  1.2188
         Third Quarter                   4.3750               2.0313
         Second Quarter                  6.5000               1.2188
         First Quarter                   1.8438               1.0625


     On March 1, 2001,  the last reported  sales price for the Company's  common
stock was $3.50.

     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.

     The number of stockholders of record at March 1, 2001 was 509, and does not
include those stockholders who hold shares in street name accounts.


<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

                       INTELIDATA TECHNOLOGIES CORPORATION

                             Selected Financial Data
                      (in thousands, except per share data)
<TABLE>
                                                                      Year Ended December 31,
                                             --------------------------------------------------------------------------

RESULTS OF OPERATIONS:                           2000           1999           1998           1997            1996
----------------------                       -----------    ------------    -----------   -----------    --------------
<S>                                          <C>            <C>           <C>             <C>            <C>

Revenues                                     $     5,101    $     6,493     $    4,683    $    3,951     $       2,957
Cost of revenues                                   2,720          1,743            618         2,129             1,657
Operating expenses                                27,699         12,800         11,861        18,108            16,236
                                             ------------   ------------    -----------   -----------    --------------
Operating loss                                   (25,318)        (8,050)        (7,796)      (16,286)          (14,936)
Other income (expense)                            49,726            350            874         1,271            (2,391)
Provision for income taxes                           488             --             --            --                --
                                             ------------   ------------    -----------   -----------    --------------
Income (loss) from continuing operations          23,920         (7,700)        (6,922)      (15,015)          (17,327)
Income (loss) from discontinued operations          (262)         5,805        (30,917)      (75,079) (1)      (78,400) (1)
                                             ------------   ------------    -----------   -----------    --------------
Net income (loss)                                 23,658         (1,895)       (37,839)      (90,094)          (95,727)
Preferred stock dividend requirement                 --          (1,936)(2)         --            --                --
                                             ------------   ------------    -----------   -----------    --------------

Net income (loss) attributable to
  common stockholders                        $    23,658    $    (3,831)    $  (37,839)   $  (90,094)    $     (95,727)
                                             ============   ============    ===========   ===========    ==============

Basic earnings per common share

  Income (loss) from continuing operations   $      0.63    $     (0.29)    $    (0.22)   $    (0.47)    $       (0.94)
  Income (loss) from discontinued operations $     (0.01)   $      0.18     $    (0.98)   $    (2.38)    $       (4.27)
                                             ------------   ------------    -----------   -----------    --------------
  Net income (loss)                          $      0.62    $     (0.11)    $    (1.20)   $    (2.85)    $       (5.21)
                                             ============   ============    ===========   ===========    ==============

Diluted earnings per common share

  Income (loss) from continuing operations   $      0.59    $    (0.29)    $     (0.22)   $    (0.47)    $       (0.94)
  Income (loss) from discontinued operations $     (0.01)   $     0.18     $     (0.98)   $    (2.38)    $       (4.27)
                                             ------------   -----------    ------------   -----------    --------------
  Net income (loss)                          $      0.58    $    (0.11)    $     (1.20)   $    (2.85)    $       (5.21)
                                             ============   ===========    ============   ===========    ==============

Weighted-average common shares outstanding

  Basic                                           38,237        33,367          31,450        31,574            18,370
                                             ============   ===========    ============   ===========     =============
  Diluted                                         40,843        33,367          31,450        31,574            18,370
                                             ============   ===========    ============   ===========     =============


FINANCIAL POSITION (as of December 31):
---------------------------------------

Cash, cash equivalents and
   short-term investments                    $    27,255    $    8,496     $     8,050    $   11,359     $      39,062
Total assets                                      39,801        11,212           9,137        46,702           130,038
Long-term debt                                        --            --              --            --                --
Stockholders' equity                              33,570         7,087             331        37,069           124,289

</TABLE>

(1)    Discontinued  operations results for 1997 include  $65,200,000 of charges
       related to impairment  of assets,  restructuring  charges,  and valuation
       adjustments relating to inventories.  Discontinued operations results for
       1996  include   $72,300,000  of  nonrecurring   in-process  research  and
       development expenses related to the Mergers.

(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.

Note:  For the fiscal year ended December 31, 2000, the leasing business segment
       was  discontinued  and,  accordingly  has been  reported as  discontinued
       operations.

<PAGE>


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

Overview

     InteliData  Technologies   Corporation   ("InteliData"  or  the  "Company")
develops and markets software products and consulting services for the financial
services industry.  The Company supplies Internet banking,  bill presentment and
payment ("EBPP")  software to financial  institutions that want to provide their
own remote banking services.  The Company also serves as an Application  Service
Provider  ("ASP") by providing  Internet hosting and service bureau solutions to
financial institutions, 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.  Home Account  Holdings is an
application  services and software  provider to financial  institutions  for the
delivery of  financial  products and services  over the  Internet.  Home Account
Holdings  provides a suite of UNIX-based  Internet  banking and electronic  bill
presentment  and  payment  products  and  services  in an  application  services
provider environment.

     The Company develops and markets  software  products and services to assist
financial  institutions  in their Internet  banking and electronic  bill payment
initiatives.  The  products are  designed to assist  consumers in accessing  and
transacting business with their financial  institutions  electronically,  and to
assist  financial  institutions in connecting to and  transacting  business with
third party  processors.  The services focus on providing these same services to
financial  institutions,  including bankcard issuers, on an outsourced basis, as
well as  consulting  and  maintenance  agreements  that  support  the  Company's
products.

     The Company  provides  software  products  and  implementation  services to
financial  institutions  whose  processes  and systems are subject to regulatory
approvals. Internet banking is a developing marketplace.  Financial institutions
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 electronic  bill  presentment  and
payment 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  financial  institutions  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.  In addition,  the products and services the Company
develops are designed to support not only Internet  access,  but by other access
methods that are newly  developing.  These other access methods include Wireless
access and/or access via Personal Digital Assistant ("PDA").

<PAGE>

     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.

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

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.

     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 will be recognized in 2001 as the systems deliveries
are  completed  and  accounting  criteria  are 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 associate with its hosting and service
bureau operations.

     During 2000, the Company  continued to sell software that assists financial
institutions  in  connecting  customers  who bank via the  Internet  and to sell
outsourced  solutions to financial  institutions in the form of a service bureau
and Internet hosting  services.  The Company expects that revenues  generated in
2001 will be a direct result of software  sales and  installations,  the related
consulting business, and customer transaction fees from the installed outsourced
solutions.

     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

<PAGE>

lease program.  The leasing business segment was discontinued  and,  accordingly
has been reported as discontinued operations.

     As  anticipated,  the revenue for the year 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  Company  expects  that  the
cessation  will continue to be a  significant  factor over the next two quarters
when  comparing  current  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 by October
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 is primarily due to a change in product
mix, and an increase in cost of revenues for software and services.

     The Company expects its gross margin  percentages to vary in future periods
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.  Management expects
general and administrative expenses in 2001 to increase over 2001 as a result of
the Home Acquisition acquisition. However, the Company does not expect the costs
to increase as a percentage of revenue.

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 is 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.  The Company  strategically  invested to promote the Company's brand
name and expanded product and service offerings.  Management expects selling and
marketing  expenses  in 2001 to  increase  over  2001 as a  result  of the  Home
Acquisition  acquisition.  However,  the  Company  does not  expect the costs to
increase as a percentage of revenue.


<PAGE>

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 is 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 Transaction Engine for the Open Financial Exchange ("OFX")
standard, the development of electronic bill presentment and payment technology,
the  development of the Interpose Web Banking  ("IWB")  front-end,  creating the
infrastructure  and systems for the service bureau and hosting  businesses,  and
developing  upgrades of past software  products.  With the  acquisition  of Home
Account  Holdings,  the number of full-time  equivalents and management  expects
research and development  expenses in 2001 to increase over 2001.  However,  the
Company does not expect the costs to increase as a percentage of revenue.

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  is  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.  At December 31, 2000,  the Company had net operating  loss
carryforwards for federal income tax purposes of approximately $103 million that
expire by 2019.  However,  use of these net operating losses in future years may
be limited under  applicable tax laws and regulations as a result of the Mergers
and the Braun Simmons acquisition.

<PAGE>


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 is 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 Company had $755,000 in remaining  liabilities
related to the  discontinued  operations.  During the year, 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
include  a reserve  for  potential  environmental  clean-up  at the New  Milford
location, costs for legal shut-down of former operating subsidiaries,  potential
warranty and royalty costs, and potential settlements with telecom customers and
others.

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.

<PAGE>

     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.

Results of Operations - Years Ended December 31, 1999 and 1998

Reclassification

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

Revenues


     The Company's  revenues  were  $6,493,000 in 1999 compared to $4,683,000 in
1998,  an increase of  $1,810,000.  The  increase is  attributable  to increased
revenues  for  software  and  services,  offset  by the  expected  reduction  in
royalties. During 1999, software revenues contributed $2,152,000, consulting and
services contributed  $1,992,000,  and royalties contributed $2,349,000 relating
to the sale the sale of bill-payment software to VISA Interactive.


     During  1998,  the  Company   earned   $812,000  from  software  sales  and
installations,  $1,138,000  from  consulting and services,  and $2,733,000  from
royalty arrangements.

     During 1999, the Company  continued to sell software that assists financial
institutions  in connecting  customers  who bank via the  Internet.  Also during
1999, the Company began to sell outsourced  solutions to financial  institutions
in the form of a service bureau and Internet hosting services.


<PAGE>


Cost of Revenues and Gross Profit

     The  Company's  cost of revenues  increased by  $1,125,000 to $1,743,000 in
1999 from $618,000 in 1998. The increase is primarily due to a change in product
mix, and increase in cost of revenues for software and services.

General and Administrative

     General and administrative expenses decreased $38,000 to $6,202,000 in 1999
from  $6,240,000 in 1998.  The decrease was primarily  attributable  to a slight
reduction in employee expenses associated with a lower employee headcount.

Selling and Marketing

     Selling and  marketing  expenses  decreased  $486,000 to $2,483,000 in 1999
from  $2,969,000 in 1998. The decrease is primarily  attributed to reduced costs
associated with employees, trade shows, and travel.

Research and Development

     Research and development  costs increased  $1,463,000 to $4,115,000 in 1999
from $2,652,000 in 1998. The increase is primarily attributed to the increase of
the workforce,  travel,  and employee  expenses.  The Company primarily incurred
research and development  expenses in writing the Interpose  Transaction  Engine
for the Open Financial  Exchange ("OFX") standard,  creating the  infrastructure
and systems  for the  service  bureau and  hosting  businesses,  and  developing
upgrades of past software products.

Other Income

     Other income decreased  $524,000 to $350,000 in 1999 from $874,000 in 1998.
The decrease is largely  associated with lower interest income due to the use of
cash and cash equivalents and short-term investments during the year.

Income Taxes

     Income taxes were zero for the years ended  December 31, 1999 and 1998.  At
December 31, 1999, the Company had net operating loss  carryforwards for federal
income tax  purposes of  approximately  $112  million  that will expire by 2013.
However,  use of these net operating losses in future years may be limited under
applicable  tax laws and  regulations  as a result of the  Mergers and the Braun
Simmons acquisition.


Discontinued Operations

     The gain from operations of telecommunications and interactive services
divisions (net of income taxes) was $3,226,000 compared to a loss of $18,049,000
for the  years  ended  December  31,  1999 and 1998,  respectively.  The loss on
disposal  of   telecommunications   and  interactive   services   divisions  was
$16,174,000 for the year ended December 31, 1998.

<PAGE>

     During 1999, the gain of $3,226,000 is 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.

     During 1999, the Company gained $2,579,000 from discontinued  operations of
the Caller ID leasing business, as compared to $3,306,000 for 1998. The decrease
of $727,000 was  attributable  to the declining  number of active records in the
Company's installed lease base.

     As of December 31, 1999,  the Company had $69,000 in remaining  liabilities
related  to  the  discontinued  operations.  The  sole  asset  remaining  in the
discontinued   operations   at  year-end   was  the  building  in  New  Milford,
Connecticut. The building was sold during January 2000. Liabilities remaining in
the  discontinued  operations  include a  reserve  for  potential  environmental
clean-up  at the New  Milford  location,  costs  for legal  shut-down  of former
operating  subsidiaries,  costs  associated  with  the  sale  of  the  building,
potential  warranty  costs,  and  further  potential  settlements  with  telecom
customers and others.

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  were
33,367,000 and 31,450,000 for 1999 and 1998, respectively. The increase resulted
primarily  from the exercise of stock  options and  conversion  of the Company's
Series B Convertible Preferred stock.

     Loss from continuing  operations were $(7,700,000) and $(6,922,000) for the
years ended December 31, 1999 and 1998, while the gain (loss) from  discontinued
operations were $5,805,000 and  $(30,917,000)  for 1999 and 1998,  respectively.
Net loss were $(1,895,000) and $(37,839,000) for 1999 and 1998, respectively.

     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.  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 factors,  basic and diluted income (loss) from
continuing  operations per common share attributable to common stockholders were
$(0.29)  and  $(0.22)  for  the  years  ended   December   31,  1999  and  1998,
respectively. Basic and diluted income (loss) per common share from discontinued
operations  were $0.18 and  $(0.98) for the years  ended  December  31, 1999 and
1998,  respectively.  Basic and  diluted net (loss)  were  $(0.11) and  $(1.20),
respectively.

<PAGE>

Liquidity and Capital Resources

     During  2000,  the  Company's  cash  and  cash  equivalents   increased  by
$18,759,000.  At December 31, 2000, the Company had $27,255,000 in cash and cash
equivalents,  $10,657,000 in investments  and  restricted  cash,  $30,093,000 of
working capital with no long-term debt, and $33,570,000 in stockholders' equity.

     The Company's  principal needs for cash in 2000 were for funding  operating
losses,  investments  in property and  equipment  and to fund  working  capital,
primarily related to accounts  receivable and other current assets.  The Company
funded an  increase  in  accounts  receivable  of  $588,000  for the year  ended
December 31, 2000.  The increase in accounts  receivable  is  attributed  to the
timing of receipts for services performed. The Company's cash position benefited
from  increases  in  accounts  payable and accrued  expenses of  $1,945,000  and
$2,359,000, respectively.


     The  Company's  cash  requirements  for  operating  activities in 2000 were
financed  primarily by the proceeds  from 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 cash
proceeds from these transactions were approximately $38,700,000.


     Net cash provided by investing activities in 2000 was $35,136,000. This was
a result of the sales of the HFN and  Sybase  investments  as  discussed  above,
offset by the purchase of  $3,313,000  of property and equipment and $251,000 of
purchases of other investments.

     Financing  activities provided $1,693,000 in 2000 and consisted of proceeds
from the sale of the  Company's  common stock  through  stock option  exercises,
warrant  exercises and the Employee Stock Purchase Plan, a capital  contribution
and purchases of common stock into treasury.


     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, 2000. As of
December 31, 2000, the Company had $755,000 in remaining  liabilities related to
the  discontinued  operations.  During  the  year,  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
include  a reserve  for  potential

<PAGE>


environmental clean-up at the New Milford location, costs for legal shut-down of
former  operating  subsidiaries,  potential  warranty  and  royalty  costs,  and
potential  settlements with telecom customers and others. 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, 2000.  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  believes  that it  currently  has the  capital  necessary  to
continue  funding the operations in 2001.  During 2001, the Company  expects its
operating  losses to decline based on increases in recurring  revenue and in the
adoption  rates and  penetration  rates of  Internet  banking,  credit card bill
presentment, and electronic bill pay operations.  Additionally,  through expense
and headcount  reductions  that commenced  after the Company's  merger with Home
Account,  the  Company  expects  its  operating  expenses  to be less  than  the
aggregate  operating expenses that were experienced in 2000 for the two separate
companies.

     The Company  expects to continue  funding  research and  development in the
Consumer   Services   Provider   products  for   projected   delivery  in  2001.
Additionally,  the Company will continue  funding  research and development into
its OFX,  Credit Card,  and  Electronic  Banking  products  during 2001.  Though
research and development expense will be continued in these three products,  all
products are currently in operation at customer  sites and  development  efforts
will be focused largely on product upgrades and product maintenance.

New 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.  As amended by SFAS
137, SFAS 133 is effective for fiscal years beginning after June 15, 2000.

     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  adoption
of this  pronouncement,  effective  January  1,  2001,  will not have a material
effect on the Company's financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin No. 101,  "Revenue  Recognition  in Financial  Statements,"
which  provides  guidance on

<PAGE>

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

     The above information includes forward-looking  statements, the realization
of which may be impacted by the factors  discussed  below.  The  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 2001 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.

Risks Associated With Our Acquisition of Home Account Holdings
---------------------------------------------------------------

     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 and financial condition. If we do not achieve
the  anticipated  synergies,  increased  revenues,  such as  recurring  revenues
resulting from our ASP business model,  cost savings,  such as cost savings from
the  elimination  of  facilities  and  personnel,  and  other  benefits  of  the
acquisition as quickly or to the extent  anticipated,  our business,  operations
and financial  condition could suffer. If we do not successfully  integrate Home
Account  Holdings'  operations  and personnel in a timely manner or  effectively
manage  Home  Account  Holdings,  the  benefits  of the  acquisition  may not be
achieved and key  personnel may be lost.  In addition,  current and  prospective
employees of Home Account  Holdings and InteliData  may  experience  uncertainty
about their future roles with us as a result of the  acquisition of Home Account
Holdings or the failure to  successfully  integrate the operations and personnel
of Home Account  Holdings.  If we do not timely and  seamlessly  integrate  Home
Account Holdings' technology, products, operations and services with our own, we
may  lose   existing   customers  of  Home  Account   Holdings  or   InteliData.
Additionally, if our combined products and services do not provide our customers
with the  products  and  services  that they  require,  we could  lose  existing
customers or fail to attract new  customers.  Any loss in our customer  base and
any failure to further  expand our customer base could have an adverse effect on
our business,  operations  and financial  condition.  If we do not  successfully
integrate Home Account Holdings' technology,  products and services, many of the
potential  benefits  of the  acquisition  may  not be  realized.  We  intend  to
integrate Home Account  Holdings'  technology into our own products and services
in addition to offering Home Account Holdings' products and services separately.
We may  not be  able to  fully  integrate  Home  Account  Holdings'  technology.
Additionally,  we  may  be  required  to  spend  additional  time  or  money  on
integration that would otherwise be spent on developing our technology, products
and  services.  If we do not  timely  and  effectively  integrate  Home  Account
Holdings'  technology,   products  and  services,  or  if  our  employees  spend
additional time on
<PAGE>

integration  efforts, we could experience  increased  operating expenses,  which
could  have  an  adverse  effect  on  our  business,  operations  and  financial
condition.

Risk Factors Particular to Our Company
--------------------------------------

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;
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 financial institutions 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.

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.

Rapidly  changing  technologies  could  make  our  products  obsolete  that  may
adversely effect 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

<PAGE>

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  financial  institutions'  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 with vast financial resources,  such as
S-1 Corporation, Corillian Corporation, Financial Fusion, Inc., Digital Insight,
Inc., and Incurrent  Solutions,  Inc.,  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.

<PAGE>

Our  stock  price  fluctuates  significantly  and  could  adversely  affect  our
business, operations and financial condition.

     It is  likely  that  in the  future  our  common  stock  will  continue  to
experience the significant volatility it has experienced in the past. Our common
stock is traded on the Nasdaq National Market. The stock market, particularly in
recent years,  has experienced  volatility  that has been especially  acute with
respect  to  high  technology-based  stocks  such as  ours.  The  volatility  of
technology-based  and  development  stage stocks has often been unrelated to the
operating performance of the companies represented by the stock. Factors such as
announcements of the introduction of new products or services by our competitors
or by us, market  conditions in the banking and other  emerging  growth  company
sectors and rumors  relating  to our  competitors  or us have had a  significant
impact on the market price of our common stock in the past.

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.

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.

<PAGE>

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.

Certain  provisions of Delaware law, our certificate of incorporation and bylaws
make a takeover by a third-party difficult.

     Certain  provisions of Delaware law and of our certificate of incorporation
and bylaws could have the effect of making it more  difficult  for a third party
to acquire, or of discouraging a third party from attempting to acquire, control
of us. These provisions include:

o    a provision  allowing  us to issue  preferred  stock with rights  senior to
     those of the common stock without any further vote or action by the holders
     of common stock.  The issuance of preferred stock could decrease the amount
     of earnings and assets  available for distribution to the holders of common
     stock or could  adversely  affect the rights and powers,  including  voting
     rights, of the holders of the common stock. In certain circumstances,  such
     issuance could have the effect of decreasing the market price of the common
     stock;
o    the  existence  of a stock  rights plan that results in the dilution of the
     value of common  stock held by a potential  acquirer;
o    the  existence  of a staggered  board of directors in which there are three
     classes of  directors  serving  staggered  three-year  terms,  and  thereby
     expanding the time required to change the
<PAGE>


     composition  of a majority of directors  and perhaps  discouraging  someone
     from making an acquisition proposal for us;

o    the bylaws'  requirement  that  stockholders  provide  advance  notice when
     nominating our directors;

o    the inability of stockholders  to convene a  stockholders'  meeting without
     the meeting first being called by the chairman of the board of directors or
     the secretary at the request of a majority of the directors; and,

o    the  application  of  Delaware  law  prohibiting  us from  entering  into a
     business  combination  with  the  beneficial  owner  of 15% or  more of our
     outstanding  voting  stock  for a period  of three  years  after the 15% or
     greater owner first reached that level of stock  ownership,  unless certain
     criteria are met.

Risk Facts 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 financial  institutions'  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 financial  institutions'  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.

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 financial  institutions  to use personal
computer and Internet-based  banking,  bill payment and other financial services
will depend, in part, upon the following factors:

<PAGE>

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
     financial  institutions  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  financial  institution  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.
<PAGE>

     As of  December  31,  2000,  the  fair  value of the  Company's  investment
portfolio is approximately $10,217,000,  which consisted of $6,435,000 of Sybase
common  stock,  $3,541,000  of warrants to purchase  Sybase  common  stock,  and
$241,000  of fixed  income  securities.  Changes in the fair value of the Sybase
common stock and fixed  income  securities  will  continue to be  recognized  as
shareholders' equity (as a component of comprehensive  income).  SFAS 133, which
the Company will adopt effective  January 1, 2001,  requires that changes in the
fair value of the  warrants to purchase  Sybase  common  stock to be  recognized
periodically  in  income.  A 10%  decline  in the stock  price  would  result in
approximate  decreases  of  $644,000  and  $354,000  in the  fair  value  of the
Company's holdings of Sybase common stock and warrants, respectively.

<PAGE>


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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Consolidated Financial Statements

  Consolidated Balance Sheets as of December 31, 2000 and 1999................30


  Consolidated Statements of Operations for the Years Ended
    December 31, 2000, 1999 and 1998..........................................31

  Consolidated Statements of Changes in Stockholders'Equity for the Years Ended
    December 31, 2000, 1999 and 1998..........................................32


  Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2000, 1999 and 1998..........................................33


  Notes to Consolidated Financial Statements for the Years Ended
    December 31, 2000, 1999 and 1998..........................................34


Independent Auditors' Report..................................................49

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                        (in thousands, except share data)


                                                         2000            1999
                                                      --------------------------
ASSETS

  CURRENT ASSETS

   Cash and cash equivalents                          $   27,255    $    8,496
     Restricted cash                                         440            --
     Investments                                          10,217            --
     Accounts receivable, net of allowances of $718
         in 2000 and $442 in 1999                          1,569           981
     Net assets of discontinued operations                    --           874
     Prepaid expenses and other current assets               320           138
                                                       ----------   ------------
         Total current assets                             39,801        10,489

  NONCURRENT ASSETS
     Property and equipment, net                           3,282           548
     Other assets                                            195           175
                                                     ------------   ------------

TOTAL ASSETS                                        $     43,278    $   11,212
                                                    =============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
     Accounts payable                               $      4,288    $    2,343
     Accrued expenses and other liabilities                3,651         1,166
     Deferred revenues                                     1,014           616
     Net liabilities of discontinued operations              755            --
                                                    -------------   ------------
         Total current liabilities                         9,708         4,125
                                                    -------------   ------------


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 39,320,609 shares
       in 2000 and 38,691,040 shares in 1999;
       outstanding 38,629,897 shares in 2000
       and 38,009,540 shares in 1999                          39            38
     Additional paid-in capital                          261,552       258,133
     Treasury stock, at cost:  690,712
       shares in 2000 and 681,500 shares 1999             (2,123)       (2,064)
     Deferred compensation                                (1,375)         (345)
     Accumulated other comprehensive income                  494            --
     Accumulated deficit                                (225,017)     (248,675)
                                                    -------------   ------------
         Total stockholders' equity                       33,570         7,087
                                                    -------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $     43,278    $   11,212
                                                    =============   ============



          See accompanying notes to consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                      (in thousands, except per share data)

  <TABLE>
                                                                        2000            1999           1998
                                                                    ------------     ------------     -------------
<S>                                                                 <C>              <C>               <C>

Revenues
     Software                                                       $       673      $     2,152      $        812
     Consulting and services                                              3,884            1,992             1,138
     Royalties and other                                                    544            2,349             2,733
                                                                    ------------     ------------     -------------
         Total revenues                                                   5,101            6,493             4,683
                                                                    ------------     ------------     -------------

Cost of revenues

     Software                                                                --              460               109
     Consulting and services                                              2,720            1,283               509
                                                                    ------------     ------------     -------------
         Total cost of revenues                                           2,720            1,743               618
                                                                    ------------     ------------     -------------
         Gross profit                                                     2,381            4,750             4,065

Operating expenses

     General and administrative                                           6,455            6,202             6,240
     Selling and marketing                                                6,732            2,483             2,969
     Research and development                                            14,512            4,115             2,652
                                                                    ------------     ------------     -------------
         Total operating expenses                                        27,699           12,800            11,861
                                                                    ------------     ------------     -------------

Operating loss                                                          (25,318)          (8,050)           (7,796)
Realized gains on sales of investments                                   48,602               --                --
Other income                                                              1,124              350               874
                                                                    ------------     ------------     -------------

Income (loss) before income taxes                                        24,408           (7,700)           (6,922)
Provision for income taxes                                                  488               --                --
                                                                    ------------     ------------     -------------

Income (loss) from continuing operations                                 23,920           (7,700)           (6,922)
Discontinued operations:
Income (loss) from operations, net of income taxes                         (262)           2,579           (14,743)
Gain (loss) on disposal, net of income taxes                                 --            3,226           (16,174)
                                                                    ------------     ------------     -------------
         Total discontinued operations                                     (262)           5,805           (30,917)
                                                                    ------------     ------------     -------------

Net income (loss)                                                        23,658           (1,895)          (37,839)
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               $    23,658      $    (3,831)     $    (37,839)
                                                                    ============     ============     =============

Basic earnings per common share

Income (loss) from continuing operations                            $      0.63      $     (0.29)     $      (0.22)
Income (loss) from discontinued operations                                (0.01)            0.18             (0.98)
                                                                    ------------     ------------     -------------
         Net income (loss)                                          $      0.62      $     (0.11)     $      (1.20)
                                                                    ============     ============     =============

Diluted earnings per common share

Income (loss) from continuing operations                            $      0.59      $     (0.29)     $      (0.22)
Income (loss) from discontinued operations                                (0.01)            0.18             (0.98)
                                                                    ------------     ------------     -------------
         Net income (loss)                                          $      0.58      $     (0.11)     $      (1.20)
                                                                    ============     ============     =============

Weighted-average common shares outstanding

 Basic                                                                  3 8,237           33,367            31,450
                                                                    ============     ============     =============
Diluted                                                                  40,843           33,367            31,450
                                                                    ============     ============     =============

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


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                 (in thousands)
<TABLE>

                                                                                               Accumulated
                                                                                                 Other
                                                                                                Compre-            Compre
                                  Pre                         Additional            Deferred   hensive  Accum-     hensive
                                ferred Stock   Common stock    Paid-in     Treasury  Compen-   Income   ulated     Income
                                Shares Amount Shares   Amount   Capital     Stock    sation    (Loss)   Deficit    (Loss)    Total
                                 ----- ------ ------   ------  ----------  --------  -------   ------ ---------   -------  ---------
<S>                              <C>    <C>    <C>     <C>      <C>         <C>       <C>       <C>    <C>        <C>         <C>

Balance at January 1, 1998        --     --    31,862   $32    $245,699    $(2,064)  $   (18)  $ 425  $(207,005)           $ 37,069
 Issuance of common stock:
  Exercise of stock options       --     --       300    --         294         --        --      --         --                 294
  Employee stock purchase plan    --     --        68    --          67         --        --      --         --                  67
 Issuance of restricted stock     --     --       156    --         462         --      (462)     --         --                  --
 Cancellation of restricted stock --     --       (53)   --        (159)        --       159      --                             --
 Cancellation of common stock     --     --       (40)   --          --         --        --      --         --                  --
 Cancellation of stock options    --     --        --    --         996         --        --      --         --                 996
 Compensation expense             --     --        --    --          --         --       169      --         --                 169
 Recognized gain on investments   --     --        --    --          --         --        --    (425)        --  $   (425)     (425)
 Net loss                         --     --        --    --          --         --        --      --    (37,839)  (37,839)  (37,839)
                                                                                                                  --------
        Comprehensive loss                                                                                       $(38,264)
                                 ----   ----  --------  ----   ---------   --------  --------  ------ ---------- ========= ---------
Balance at December 31, 1998      --     --    32,293    32     247,359     (2,064)     (152)     --   (244,844)                331
 Issuance of common stock:
  Exercise of stock options       --     --     1,250     1       2,407         --        --      --         --               2,408
  Employee stock purchase plan    --     --        23    --          27         --        --      --         --                  27
 Issuance of preferred stock
     & warrants                    1     --        --    --       5,670         --        --      --         --               5,670
 Conversion of preferred stock    (1)    --     4,793     5          (5)        --        --      --         --                  --
 Amortization and accretion of
     preferred dividend           --     --        --    --       1,936         --        --      --     (1,936)                 --
 Issuance of restricted stock     --     --       369    --         670         --      (670)     --         --                  --
 Cancellation of restricted stock --     --       (37)   --         (72)        --        72      --         --                  --
 Issuance of warrants             --     --        --    --         141         --      (141)     --         --                  --
 Compensation expense             --     --        --    --          --         --       546      --         --                 546
 Net loss                         --     --        --    --          --         --        --      --     (1,895) $ (1,895)   (1,895)
                                                                                                                  --------
 Comprehensive loss                                                                                              $ (1,895)
                                 ----   ----  --------  ----   ---------   --------  --------  ------ ---------- ========= ---------
Balance at December 31, 1999      --     --    38,691    38     258,133     (2,064)     (345)     --   (248,675)              7,087
 Issuance of common stock:
  Exercise of stock options       --     --       258     1         591         --        --      --         --                 592
  Employee stock purchase plan    --     --        30    --          75         --        --      --         --                  75
  Exercise of stock warrants      --     --       166    --         228         --        --      --         --                 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         --        --      --         --                 857
 Purchase of treasury stock       --     --        --    --          --        (59)       --      --         --                 (59)
 Unrealized gains on investments  --     --        --    --          --         --        --     494         --  $    494       494
 Compensation expense             --     --        --    --          --         --       638      --         --                 638
 Net income                       --     --        --    --          --         --        --      --     23,658    23,658     23,658
                                                                                                                  --------
 Comprehensive income                                                                                            $ 24,152
                                 ----   ----  --------  ----   ---------   --------  --------  ------ ---------- ========= ---------
Balance at December 31, 2000      --     --    39,321   $39    $261,552    $(2,123)  $(1,375)  $ 494  $(225,017)           $ 33,570
                                 ====   ====  ========  ====   =========   ========  ========  ====== ==========           =========
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>




                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                 (in thousands)
<TABLE>

                                                                           2000             1999             1998
                                                                        ---------       ----------       ----------
<S>                                                                     <C>             <C>              <C>

Cash flows from operating activities

  Income (loss) from continuing operations                              $ 23,920        $  (7,700)       $  (6,922)
  Adjustments to reconcile income (loss) from continuing operations
    to net cash from operating activities of continuing operations:
      Realized gain on sale of investments                               (48,602)              --               --
      Provision for income taxes                                             116               --               --
      Depreciation and amortization                                          579              233              943
      Deferred compensation expense                                          638              546              169
      Other non-cash charges                                                  --               --             (425)
      Changes in operating assets and liabilities:
       Accounts receivable                                                  (588)          (1,585)              79
       Prepaid expenses and other current assets                            (182)               5               22
       Other assets                                                          (20)              82               71
       Accounts payable                                                    1,945              999              588
       Accrued expenses                                                    2,359              256           (2,325)
       Deferred revenue                                                      398           (1,527)          (2,503)
                                                                        ---------       ----------       ----------
        Net cash used in operating activities of continuing operations   (19,437)          (8,691)         (10,303)
                                                                        ---------       ----------       ----------


  Income (loss) from discontinued operations                                (262)           5,805          (30,917)
  Change in net liabilities of discontinued operations                     1,629           (4,340)          39,145
                                                                        ---------       ----------       ----------
        Net cash provided by operating activities
        of discontinued operations                                         1,367            1,465            8,228
                                                                        ---------       ----------       ----------

        Net cash used in operating activities                            (18,070)          (7,226)          (2,075)

Cash flows from investing activities

     Proceeds from sales of investments                                   38,700               --            9,304
     Purchases of property and equipment                                  (3,313)            (433)             (95)
     Purchase of investments                                                (251)              --               --
                                                                        ---------       ----------       ----------

        Net cash provided by (used in) investing activities               35,136             (433)           9,209
                                                                        ---------       ----------       ----------

Cash flows from financing activities

     Proceeds from the issuance of preferred stock                            --            5,670               --
     Proceeds from the issuance of common stock                              895            2,435              361
     Payments on borrowings related to discontinued operations                --               --           (1,500)
     Capital contribution                                                    857               --               --
     Payments to acquire treasury stock                                      (59)              --               --
                                                                        ---------       ----------       ----------

        Net cash provided by (used in) financing activities                1,693            8,105           (1,139)
                                                                        ---------       ----------       ----------

Increase in cash and cash equivalents                                     18,759              446            5,995

Cash and cash equivalents, beginning of year                               8,496            8,050            2,055
                                                                        ---------       ----------       ----------

Cash and cash equivalents, end of year                                  $ 27,255        $   8,496        $   8,050
                                                                        =========       ==========       ==========

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(1)      ORGANIZATION

     InteliData Technologies Corporation ("InteliData" or the "Company")
develops and markets software products and consulting services for the financial
services  industry.  The Company  supplies  Internet  banking,  electronic  bill
presentment and payment software to financial  institutions that want to provide
their own remote  banking  services.  The Company also serves as an  Application
Service  Provider  ("ASP") by  providing  Internet  hosting and  service  bureau
solutions to financial institutions, including bankcard issuers.

     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 1999 and 1998  financial  statements to
conform to the 2000 financial statement presentation.

(b) Accounting Estimates - The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  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. Actual results could differ from those estimates.

(c)  Revenue  Recognition  - Beginning  in 1998,  the  Company  sold  integrated
solutions that bundle software  products with  customization,  installation  and
training  services.  These  arrangements  are recognized using the percentage of
completion method of accounting.

     Starting  late in 2000,  the Company  entered into  contracts for which the
products  do not  require  significant  customization  and for which  revenue is
recognized in accordance with Statement of Position (SOP) 97-2, Software Revenue
Recognition.   SOP  97-2   requires  that  revenue   recognized   from  software
arrangements  be  allocated  to each  element  of the  arrangement  based on the
relative  fair  values of the  elements,  such as software  products,  upgrades,
enhancements,  post contract customer support,  installation or training.  Under
SOP 97-2, the determination of fair value is based on objective evidence that is
specific  to the  vendor.  If  evidence  of fair  value for each  element of the
arrangement  does not exist,  all revenue from the arrangement is deferred until
such time as  evidence  of fair value does  exist or until all  elements  of the
arrangement are delivered.

<PAGE>

     In December 1998, the American  Institute of Certified  Public  Accountants
issued SOP 98-9,  Modification of SOP 97-2,  Software  Revenue  Recognition with
Respect to Certain Transactions.  SOP 98-9 amends SOP 97-2 to require the entity
to  recognize  revenue for multiple  element  arrangements  using the  "residual
method" when: (1) there is vendor-specific evidence of the fair values of all of
the undelivered  elements;  (2) vendor-specific  evidence of fair value does not
exist for one or more of the delivered elements; and (3) the revenue recognition
criteria of SOP 97-2 are satisfied.  SOP 98-9 was adopted by the Company and did
not have a material effect on the Company's  consolidated results of operations,
financial position or cash flows.

     License  revenue 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.

     Maintenance  contracts  generally  require the Company to provide technical
support and software updates and upgrades to customers. Revenue from maintenance
contracts is recognized ratably over the term of the maintenance  contract, on a
straight-line  basis.  Consulting  service  revenue,   consisting  primarily  of
consulting and implementation,  is generally  recognized at the time the service
is performed.  Revenue from transactional  services,  which includes hosting and
service bureaus, is recognized as transactions are processed.

     Lease  revenue is recorded  based on the units in service at the end of the
prior month since these leases are cancelable at any time.

(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.

(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.

(h) Deferred  Revenues - The Company received $5 million from Visa in the fourth
quarter of 1997, as a result of an agreement whereby the Company surrendered the
right to certain  future  royalty  payments.  The cash  payment was  recorded in
deferred  revenues and was recognized in

<PAGE>
other  revenues  over the two-year  period of the  arrangement.  Other  deferred
revenues represent cash received for services to be provided.


(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 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 and
diluted loss per common share 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 weighted average
number of shares of common  stock  outstanding  during the year.  The effects of
stock options were not included in the loss per share  computations  in 1999 and
1998 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 and bonds,  accounts  receivable,  and accounts payable  approximate their
fair values.

(m) New 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.  As amended by SFAS 137, SFAS 133 is effective for fiscal years beginning
after June 15, 2000.

<PAGE>
     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  adoption
of this  pronouncement,  effective  January  1,  2001,  will not have a material
effect on the Company's financial statements.

     The carrying value of financial instruments  approximates fair value and is
generally  determined by reference to market values  resulting from trading on a
national securities  exchange or in an  over-the-counter  market. In cases where
quoted  market  prices are not  available,  fair value may be based on estimates
using present value or other valuation techniques.

     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.

(n)  Long-Lived  Assets  - The  Company  evaluates  its  long-lived  assets  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying   amount  of  such  assets  or  intangibles  may  not  be  recoverable.
Recoverability  of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated  by the asset.  If such  assets are  considered  to be  impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceeds the fair value of the assets.

(o)  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 financial  institutions  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.  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.

(p)  Segment  Reporting  - The  Company  maintained  operations  in two  primary
operating  segments:  Internet banking and leasing.  As discussed in Note 4, the
Company  has  discontinued  its  leasing  segment  and  all  related   financial
information  has been  reclassified  to reflect  the  results of  operations  as
discontinued operation.

(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.  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,

<PAGE>

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.

     An escrow  account  was  established  to  provide  Sybase,  Inc.  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  $127,000 for miscellaneous  claims under
the escrow provision.

     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,
2000 is  $494,000  of  unrealized  gain on  investments  (net of  taxes),  which
represents the increase in the fair market value of the investment holdings from
the  acquisition  price to December 31, 2000. As discussed in Note 1,  effective
January  1, 2001,  the  Company's  investment  in the  Sybase  warrants  will be
accounted for in accordance with SFAS 133.

     As of December 31, 2000,  the Company has  classified  all  investments  as
available-for-sale, including the above-mentioned investment held in escrow. 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              $   251        $     -         $ (10)       $   241
 Equity securities           9,462            514             -          9,976
                         ----------     -----------     ----------    ----------
 Total                     $ 9,713        $   514         $ (10)       $10,217


     All fixed income securities are due after five years.

     As of December 31, 2000,  approximately $3,541,000 of the equity securities
represented the warrants to purchase Sybase common stock.  The fair value of the
warrants   described  above  was  estimated  on  December  31,  2000  using  the
Black-Scholes model using the following:  no dividend yield, expected volatility
of 60%, life of 12 months, and a risk free interest rate of 6.10% per annum.


<PAGE>


(4)      DISCONTINUED 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.

     As of December 31, 2000, the Company had $755,000 in remaining  liabilities
related to the  discontinued  operations.  During the year, 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
include  a reserve  for  potential  environmental  clean-up  at the New  Milford
location, costs for legal shut-down of former operating subsidiaries,  potential
warranty and royalty costs, and potential settlements with telecom customers and
others.  The Company is working  with its  professional  advisors and insurer to
manage its  exposure to  liability  for the  potential  environmental  clean-up.
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.

Net revenues and loss from discontinued operations are as follows:

<TABLE>
                                                                       Years Ended December 31,
                                                    -----------------------------------------------------------
(in thousands)                                             2000                 1999                1998
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                 <C>

Net revenues                                              $   1,531            $   3,923           $   28,911
Cost of revenues                                                730                1,322               31,092
Operating expenses                                            1,068               (3,204)              32,803
Income (loss) from operations                                  (267)               5,805              (34,984)
Income (benefit) taxes                                           (5)                  --               (3,628)
Income (loss) from discontinued operations                     (262)               5,805              (31,356)

---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



Net (liabilities) assets of discontinued operations are as follows:

                                                           December 31,
                                              ----------------------------------
(in thousands)                                       2000              1999
--------------------------------------------------------------------------------
Trade receivables, net                              $     --         $     --
Inventories and other current assets                      --               --
Property, plant and equipment, net                        --              588
Trade payables                                            --               --
Other current liabilities                               (755)            (657)
                                              ----------------------------------
Net liabilities of discontinued operations          $   (755)        $    (69)
                                                    ==========        ==========

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

Summary of 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 applicable income taxes.

     The gain on disposal of the  telecommunications  and  interactive  services
divisions  (net of income  taxes) was  $3,226,000  in 1999 compared to a loss of
$16,174,000  for the year ended  December 31, 1998.  The gain of  $3,226,000  is
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.

     During 1998, the loss from operations of telecommunications and interactive
services divisions (net of income taxes) of $18,049,000  included $13,784,000 in
inventory  adjustments and $4,265,000 of other activity,  while there was a gain
of  $3,306,000  from the Caller ID leasing  business.  The loss on  disposal  of
telecommunications  and interactive service divisions consisted of $2,696,000 in
expected  sales  returns,  $3,539,000  in property  adjustments,  $3,010,000  in
provisions for doubtful customer accounts, and $6,929,000 in actual and expected
losses from operations from the measurement date through the date of disposal.

(5)      PROPERTY AND EQUIPMENT

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

                                                     2000            1999
                                                 -----------     -----------
                  Building Improvements          $       45      $       --
                  Office equipment                    4,269           1,421
                  Furniture and fixtures                610             191
                                                 -----------     -----------
                                                      4,924           1,612
                  Accumulated depreciation           (1,642)         (1,064)
                                                 -----------     -----------
                                                 $    3,282      $      548
                                                 ===========     ===========



<PAGE>


(6)      ACCRUED EXPENSES AND OTHER LIABILITIES

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

                                              2000           1999
                                          ----------      ----------
        Accrued compensation              $    1,645      $      399
        Accrued professional fees                291              72
        Accrued tax liabilities                   10              13
        Accrued insurance                        209             221
        Other liabilities                      1,496             461
                                          -----------      ----------
                                          $    3,651       $   1,166
                                          ===========      ==========

(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.  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,  2000,
104,000 warrants remained outstanding.

(b)      Stock Options

     The Company  sponsors  several stock option plans that cover  substantially
all employees and  directors.  Options  granted under such plans  typically vest
monthly 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.  Most options granted under the plans allow the purchase of stock at
the fair value of such common stock at the respective grant dates.

     In June 1998,  employees  other than the then President and Chief Executive
Officer  were  given the  opportunity  to  cancel  their  options  and have them
replaced with options with strike prices equal to the common  stock's fair value
on those dates (option repricing).


<PAGE>


         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, 1998          $0.21             $23.75          4,734,213
          Granted                $0.63              $1.78            893,650
          Exercised              $0.98              $0.98           (300,000)
          Canceled               $0.21             $20.38         (2,346,600)
                                                               -----------------
        December 31, 1998        $0.63             $20.38          2,981,263
          Granted                $1.22              $4.91          2,584,850
          Exercised              $1.38              $6.44         (1,334,945)
          Canceled               $0.63              $7.13         (1,058,073)
                                                               -----------------
                                                               -----------------
        December 31, 1999        $0.69             $20.38          3,173,095
          Granted                $2.59             $19.44            805,700
          Exercised              $0.81             $14.75           (234,011)
          Canceled               $0.97             $12.75           (141,009)
                                                               -----------------
                                                               -----------------
        December 31, 2000        $0.69             $19.44          3,603,775
                                                               =================

     The Company  applies the intrinsic  value method of  Accounting  Principles
Board Opinion No. 25 and related  interpretations  in  accounting  for its stock
plans. In connection  therewith,  during 1998, the Company recognized $18,000 of
compensation  expense in connection  with option grants at exercise prices below
fair market value on the dates of the grant.

     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:

                                                   2000        1999       1998
                                                 -------    ---------  ---------
      Net income (loss)                          $18,836    $ (7,679)  $(38,437)
      Basic earnings (loss) per common share     $  0.49    $  (0.23)  $  (1.22)
      Diluted earnings (loss) per common share   $  0.46    $  (0.23)  $  (1.22)

     The weighted average fair value of options granted during 2000, 1999,
and 1998 was $6.85, $1.53, and $1.15 per share, respectively.  The fair value of
options  granted  was  estimated  on the date of grant  using the  Black-Scholes
option-pricing  model.  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. For 1998 year-end, the
following  weighted average  assumptions were used: no dividend yield,  expected
volatility of 136%, and a risk free interest rate of 5.28% per annum.


<PAGE>


         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
                                             Weighted       Average                         Average
             Range of            Number       Average       Exercise        Number of      Exercise
         Exercise Prices       Of Options      Life          Price            Options        Price
        -----------------    ------------   -----------    ----------     -----------     -----------
        <S>                  <C>            <C>            <C>            <C>             <C>

        $  0.690  - 2.375      2,296,586     6.7 years       $   1.23       1,430,606     $      1.21
           2.376  - 4.750        502,225     6.4 years           3.28         148,941            3.13
           4.751  - 7.125        436,300     6.6 years           5.92          14,750            5.01
           7.126  - 9.500        260,234     6.7 years           8.18          35,830            7.93
           9.501  -23.750        108,430     4.3 years          14.83          29,630           16.51
        -----------------    ------------   -----------    ----------     -----------     -----------
                              3,603,775                                     1,659,757
                             ============                                  ===========
</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, 2000, 1999, and 1998 the Company issued 20,079,  33,498, and 44,307
shares of stock under the plan, respectively.

(d)      Treasury Stock

     In 2000, the Company paid $59,000 to acquire an additional  9,212 shares of
its own common stock.  These shares were surrendered by employees of the Company
to satisfy  tax-withholding  obligations  associated with the vesting of certain
restricted  stock  awards.  As of December 31, 2000,  the Company had a total of
690,712 common shares in treasury at an aggregate cost of $2,123,000.

(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 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.

<PAGE>

     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.
As of December 31, 2000, all of these warrants were still outstanding.


(8)      EMPLOYEE 401(k) SAVINGS PLAN

     The Company  sponsors a defined  contribution  plan ("Plan") that qualifies
for  preferential  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 $89,000, $60,000,
and $128,000 in 2000,  1999, and 1998,  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
loss before income taxes (from  continuing  operations) to the actual income tax
expense is as follows (in thousands):

                                              Years ended December 31,
                                       ----------------------------------
                                         2000        1999       1998
                                       ----------  ---------   ----------

   Income tax liability (benefit)
      computed at the statutory rate   $   8,543   $ (1,792)   $  (1,266)
   Other                                      85         61           26
   Change in valuation allowance          (8,140)     1,731        1,240
                                       ----------  ---------   ----------
              Income taxes             $     488   $     --    $      --
                                       ==========  =========   ==========

<PAGE>


     The  balance  of  $488,000   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,
2000 and 1999, are as follows (in thousands):

                                                          2000           1999
                                                      ----------     -----------
     Deferred tax assets:

     Net operating loss carryforwards                 $  36,140       $  39,342
     Basis differences in investments                    (3,466)          1,750
     Accounts receivable and inventory revaluation          381             523
     Property and Equipment                                 (64)             56
     General business credit carryforward                   489             489
     Other                                                  359              --
     Alternative minimum tax credit carryforward            241              60
                                                      ----------       ---------
          Total gross deferred tax asset                 34,080          42,220
     Valuation allowance                                (34,080)        (42,220)
                                                      ----------       ---------
              Net deferred tax assets                 $      --       $      --
                                                      ==========      ==========

     The net  changes  in the total  valuation  allowance  for the  years  ended
December 31, 2000,  1999, and 1998 were an increase  (decrease) of $(8,140,000),
$602,000,  and $3,923,000,  respectively.  A valuation allowance was established
for  deferred tax assets as of December 31, 2000 and 1999 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, 2000, the Company had net operating loss  carryforwards for
federal income tax purposes of approximately $103 million,  which expire in 2007
through 2019,  general  business tax credits of  approximately  $489,000,  which
expire in 2005 through 2010, and an alternative  minimum tax credit carryforward
of approximately $241,000, which may be carried forward indefinitely and used to
offset future regular taxable income.

(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  $735,000,  $483,000  and $877,000 for the
years ended December 31, 2000, 1999, and 1998, respectively.

     Future minimum lease payments under noncancelable operating leases with
initial or remaining  terms in excess of one year at December 31, 2000,  were as
follows (in thousands):

        Year ending December 31,
        ------------------------

                   2001                                       $        722
                   2002                                                530
                   2003                                                541
                   2004                                                410
                   2005                                                 --
                   2006 and thereafter                                  --
                                                              ------------
                       Total minimum lease payments            $     2,203
                                                              ============
<PAGE>

(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 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, December 31, 1998                      $       511
           Recoveries                                          (217)
           Charged to costs and expenses                          -
           Write-offs                                           148
                                                        ------------
        Balance, December 31, 1999                              442
           Recoveries                                             -
           Charged to costs and expenses                        276
           Write-offs                                             -
                                                        ------------
        Balance, December 31, 2000                      $       718
                                                        ============

(12)     ACQUISITION OF HOME ACCOUNT

     On January 11, 2001, InteliData acquired Home Account Holdings, Inc.
(Home  Account),  a Delaware  corporation,  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.  Home Account Holdings is an application  services and
software  provider to  financial  institutions  for the  delivery  of  financial
products and services over the Internet.  Home Account Holdings provides a suite
of UNIX-based  Internet  banking and  electronic  bill  presentment  and payment
products and services in an application services provider environment.

     The Company  acquired  all of the  outstanding  common stock and options of
Home  Account  by  issuing  6,900,000  of  InteliData  common  stock and  paying
approximately  $320,000 in cash.  The value of the shares  issued as part of the
purchase  consideration of  approximately  $29,011,000 was measured based on 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
acquisition is accounted for as a purchase  under  Accounting  Principles  Board

<PAGE>

Opinion No. 16, Business  Combinations  (APB No. 16). In accordance with APB No.
16, the Company is  allocating  the purchase  price of Home Account based on the
fair value of the assets acquired and liabilities  assumed.  Goodwill  resulting
from the Home Account acquisition will be amortized over seven years.

(13)     UNAUDITED QUARTERLY FINANCIAL DATA

     The  results of the  Company's  quarterly  operations  for the years  ended
December 31, 2000 and 1999 are set forth in the following  table (in  thousands,
except per share data).  During  2000,  the Company  discontinued  the Caller ID
leasing business. Accordingly, the results of operations from leasing activities
have been reported as discontinued operations and prior period results have been
reclassified to conform to this presentation.


<PAGE>
<TABLE>

                                                 First        Second          Third         Fourth          YTD
                                              ----------   -----------   ------------   -----------    --------
<S>                                           <C>          <C>           <C>            <C>            <C>

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
Preferred stock dividend requirement                  --             --            --           --             --
                                             ------------   -----------    -----------   ----------    -----------

Net income (loss) attributable
   to common stockholders                    $    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
                                             ============   ===========    ===========   ==========     ==========


1999
----

Revenues                                     $     1,034    $    1,811     $    1,988    $   1,660     $    6,493
Cost of revenues                                      57           297            368        1,021          1,743
Operating expenses                                 3,251         3,393          2,911        3,245         12,800
                                             ------------   -----------    -----------   ----------     ----------
Operating loss                                    (2,274)       (1,879)        (1,291)      (2,606)        (8,050)
Other income (expense)                                43            77            109          121            350
Provision (benefit) for income taxes                  --            --             --           --             --
                                             ------------   -----------    -----------   ----------     ----------
Income (loss) from continuing operations          (2,231)       (1,802)        (1,182)      (2,485)        (7,700)
Income (loss) from discontinued operations           710         2,019          1,004        2,072          5,805
                                             ------------   -----------    -----------   ----------     ----------
Net income (loss)                                 (1,521)          217           (178)        (413)        (1,895)
Preferred stock dividend requirement                  --            --         (1,535)        (401)        (1,936)
                                             ------------   -----------    -----------   ----------     ----------
Net income (loss) attributable
   to common stockholders                    $    (1,521)   $      217     $   (1,713)   $    (814)     $  (3,831)
                                             ============   ===========    ===========   ==========     ==========

Basic and diluted earnings per common share

  Income (loss) from continuing operations   $     (0.07)   $    (0.05)    $    (0.08)   $   (0.08)     $   (0.29)
  Income (loss) from discontinued operations        0.02          0.06           0.03         0.06           0.18
                                             ------------   -----------    -----------   ----------     ----------
  Net income (loss)                          $    (0.05)   $      0.01     $    (0.05)       (0.02)     $   (0.11)
                                             ============   ===========    ===========   ==========     ==========

Weighted-average common shares outstanding

  Basic and Diluted                              31,693         32,627         33,056       36,090         33,367
                                             ============    ==========    ===========   ==========     ==========

</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,
2000 and 1999, 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,  2000.  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,  2000 and 1999,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States of America.

/s/ Deloitte & Touche LLP

McLean, Virginia
March 14, 2001


<PAGE>


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

              None.




<PAGE>


                                    PART III

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

Directors

     The Company  incorporates  herein by reference the  information  concerning
directors contained in its Proxy Statement for its 2001 Stockholder's Meeting to
be filed within 120 days after the end of the  Company's  fiscal year (the "2001
Proxy Statement").

Executive Officers

     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         75    Chairman of the Board
   Alfred S. Dominick, Jr.  55    President and Chief Executive Officer
   Michael E. Jennings      55    Executive Vice President of the Consumer
                                    Services Business Unit
   Steven P. Mullins        34    Vice President, Chief Financial Officer
                                     and Treasurer
   Albert N. Wergley        53    Vice President, General Counsel and Secretary
   Charles A. White         42    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 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 1985.  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 of the Consumer
-------------------
Services Business Unit 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
<PAGE>

banking, and outsourcing. Previous 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.

Beneficial Ownership Reporting

     The Company incorporates herein by reference the information required
by Item 405 of Regulation S-K contained in its 2001 Proxy Statement.

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

     The Company  incorporates  herein by reference the  information  concerning
executive compensation contained in the 2001 Proxy Statement.

<PAGE>

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
2001 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 2001 Proxy
Statement.


<PAGE>


                                     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

              See Item 8 of this Report

       3.     EXHIBITS

                                  EXHIBIT INDEX

          Exhibit

           Number                                             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  Compan's  Registration  Statement on
               Form S-8, File Number 333-93227).

          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).


<PAGE>
          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).InteliData
               Technologies   Corporation  1996  Incentive  Plan.  (Incorporated
               herein by reference to

        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 September 9, 1999).

          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).

        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  Agreement  dated November 3, 1998 between  InteliData
               Technologies  Corporation  and Thomas R. Oxendine.  (Incorporated
               herein by reference to Exhibit 10 to the Company's Report on Form
               10-K for the year ended December 31, 1998).

          10.8 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).

          10.9 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).


         10.10 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).


         10.11 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).

<PAGE>

        10.12  IIndemnity  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

       None.

                                   * * * * * *


<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 26, 2001
---------------------------     Officer, and Director
Alfred S. Dominick, Jr.

/s/ William F. Gorog          Chairman of the Board               March 26, 2001
---------------------------     and Director
William F. Gorog


/s/ Steven P. Mullins         Vice President, Chief               March 26, 2001
--------------------------      Financial Officer, and
Steven P. Mullins               Treasurer (Principal
                                Financial and
                                Accounting Officer)


/s/ Neal F. Finnegan         Director                             March 26, 2001
---------------------------
Neal F. Finnegan


/s/ Patrick F. Graham        Director                             March 26, 2001
---------------------------
Patrick F. Graham


/s/ John J. McDonnell, Jr.   Director                             March 26, 2001
---------------------------
John J. McDonnell, Jr.


/s/ L. William Seidman       Director                             March 26, 2001
---------------------------
L. William Seidman


/s/ Norman J. Tice           Director                             March 26, 2001
---------------------------
Norman J. Tice


/s/ Charles A. White         Director                             March 26, 2001
---------------------------
Charles A. White