<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 FORM 10-K/A-2
                FOR ANNUAL AND TRANSITIONAL REPORTS PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
       THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM ________________ TO ________________

                        COMMISSION FILE NUMBER: 0-27417

                              E-STAMP CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<Caption>
                          DELAWARE                                                    76-0518568
<S>                                                          <C>
              (STATE OR OTHER JURISDICTION OF                                      (I.R.S. EMPLOYER
               INCORPORATION OR ORGANIZATION)                                   IDENTIFICATION NUMBER)

           2051 STIERLIN COURT, MOUNTAIN VIEW, CA                                       94043
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                                     (ZIP CODE)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 919-7500

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<Table>
<Caption>
                                                                                NAME OF EACH EXCHANGE
                    TITLE OF EACH CLASS                                          ON WHICH REGISTERED
                    -------------------                                         ---------------------
<S>                                                          <C>
                            NONE                                                         NONE
</Table>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         COMMON STOCK, $0.001 PAR VALUE
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to 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 the 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 voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on July
31, 2001 as reported on the National Market of The Nasdaq Stock Market, was
approximately $5,181,000. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes. As of July 31, 2001, registrant had outstanding 37,915,194
shares of Common Stock.

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<PAGE>   2

     The Business section and other parts of this report contain forward-looking
statements that involve risks and uncertainties. Our actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operation -- Risk Factors" commencing on page
14.

                                     PART I

ITEM 1. BUSINESS

     On April 19, 2001, E-Stamp agreed to acquire Learn2.com, Inc., a learning
services provider, by way of a merger pursuant to an agreement and plan of
merger dated as of April 19, 2001. In connection with the proposed merger, we
have discontinued our existing transportation management business. Following the
completion of the merger, we intend to conduct the business of Learn2.

     Prior to our decision to discontinue our transportation management
business, we provided transportation management products and services to a wide
range of customers, including retailers, manufacturers and distributors. Our
solutions automated the operation of shipping and distribution centers by
allowing customers to compare multiple shipping carrier rates, print shipping
manifests and shipping carrier labels, and track shipment status. We sold our
products and services primarily through a direct sales force. We also offered
client evaluation, software products and professional consulting services.

     During 2000, we also provided an Internet postage service that enabled
users to purchase, download and print Internet postage directly from their
personal computers without the need to maintain a persistent Internet
connection. During 2000, we undertook two corporate restructurings. In July
2000, we restructured our organization to focus on the development, marketing
and sales of our transportation management products and services and reduce our
emphasis on our Internet postage business. In November 2000, we restructured the
organization to phase out our Internet postage business. We incurred charges of
approximately $20.3 million related to these restructurings.

COMPANY HISTORY

     Prior to September 1996, we conducted operations as Post N Mail, L.L.C., a
Texas limited liability company formed in April 1994. From April 1994 until the
September 1996 merger with E-Stamp, Post N Mail engaged in discussions with the
U.S. Postal Service regarding non-traditional postal services and, as use of the
Internet became more prevalent, focused on the development of our Internet
postage service. In September 1996, Post N Mail was merged into E-Stamp
Corporation, a Delaware corporation. Following the merger, we continued to
develop our Internet postage service. We entered the U.S. Postal Service's
three-phase beta test certification process in March 1998 and received final
U.S. Postal Service approval for our Internet postage service on August 9, 1999.

     In May 2000, we acquired Infinity Logistics Corporation, a provider of
Web-enabled warehouse management products and services, and Automated Logistics
Corp., a provider of transportation management products and services. The total
purchase price was $9.0 million and consisted of a combination of cash, stock
and assumed liabilities. The transaction was accounted for as a purchase and,
accordingly, Infinity Logistics Corporation and Automated Logistics Corp.'s
results of operations have been included in E-Stamp's results of operations from
May 23, 2000, which was the date of acquisition.

     In November 2000, we announced the phase-out of our Internet postage
product line to enable us to focus on our transportation management products and
services. As part of the transition, we reduced our workforce by approximately
30%, deploying the remaining organization and resources toward the development,
marketing and sale of our transportation management products and services. We
discontinued our Internet postage service on December 31, 2000, and accepted
eligible product returns and requests for postage refunds that were postmarked
by February 28, 2001.
<PAGE>   3

     On April 19, 2001, we agreed to acquire Learn2 pursuant to an agreement and
plan of merger dated as of April 19, 2001. We have discontinued our existing
transportation management business. Following the completion of the merger, we
intend to conduct the business of Learn2.

PRODUCTS AND SERVICES

     Prior to our decision to discontinue our transportation management
business, our products included Digital Shipper(TM) Enterprise, a transportation
management product, and e-Receive(TM), a receiving product, which were based on
software licensed from Kewill Electronic Commerce and our proprietary user
interface software. DigitalShipper Enterprise was a multi-carrier, integrated
transportation management solution, targeted at large- and medium-sized
companies. It allowed a customer to compare rates and services for all of the
major small package and freight carriers, review carrier rates and shipping
options, select a carrier, print shipping labels, track shipments and create
shipping reports from one system. e-Receive was an internal receiving and
delivery system for enterprises that use a portable data collection device to
track incoming packages and documents.

PROFESSIONAL SERVICES

     Prior to our decision to discontinue our transportation management
business, our professional services group provided our customers with expertise
and assistance in planning and implementing our solutions. We also provided
system upgrades to those customers who have purchased our maintenance and
support services. In connection with the discontinuance of our transportation
management business, we intend to transfer our maintenance and support contracts
to a third party provider.

SUPPORT AND SOFTWARE UPGRADES

     Prior to our decision to discontinue our transportation management
business, we offered our customers software upgrades providing increased
functionality and technological advances incorporating emerging supply chain
execution, transportation management and other industry initiatives. As of
December 31, 2000, a majority of our customers were participating in our support
and upgrade program. In connection with the discontinuance of our transportation
management business, we intend to transfer our maintenance and support contracts
to a third party provider.

PRODUCT DEVELOPMENT

     Prior to our decision to discontinue our transportation management
business, our development efforts were focused on improving the functionality,
performance and quality of existing products. Our research and development
expenses for the years ended December 31, 2000, 1999 and 1998 were $18.2
million, $14.0 million and $5.6 million, respectively. In connection with the
discontinuance of our transportation management business, we have ceased further
product development efforts.

COMPETITION

     The supply chain execution market, which includes transportation management
systems, is highly competitive and characterized by rapid technological change.
The principal competitive factors in the supply chain software markets we served
are product features, functionality, architecture and quality, product suite
integration, ease and speed of implementation, customer service and
satisfaction, vendor and production reputation, product price and support,
product related services, and compliance with industry standards and
requirements. Our competitors included iShip, Tan Data, Kewill, Federal Express,
UPS, Neopost, Manhattan Associates, Inc., Manugistics Group, Inc., EXE
Technologies, Inc., Optum Inc. and McHugh Software International, Inc., as well
as smaller independent companies that offer software that competed with our
software.

                                        2
<PAGE>   4

SALES AND MARKETING

     Prior to our decision to discontinue our transportation management
business, we generated substantially all of our transportation management and
warehouse management product revenues through our direct sales force. Our
marketing programs included advertising, public relations, trade shows, joint
programs with vendors and customer communication programs. In connection with
the discontinuance of our transportation management business, we are no longer
pursuing new customers.

CUSTOMERS

     Prior to our decision to discontinue our transportation management
business, we provided transportation management and warehouse management systems
to small and medium-sized companies, as well as retailers, manufacturers,
warehouses and distribution centers. Some of our customers included SanDisk
Corporation, iPrint and the California Department of Forestry, as well as
divisions of larger companies, such as Oracle and Sony Music. In connection with
the discontinuance of our transportation management business, we are no longer
pursuing new customers.

INTELLECTUAL PROPERTY

     In April 2001, we sold all of our patents, and all trademarks and domain
names related to our Internet postage business, to Stamps.com for $7.5 million.

EMPLOYEES

     As of June 30, 2001, we employed 6 full-time employees. From time to time,
we employed independent contractors to support our research and development,
marketing, sales and support and administrative organizations. None of our
employees are represented by a collective bargaining agreement, and we have
never experienced a work stoppage. We believe our relations with our employees
are good.

ITEM 2. PROPERTIES

     Our headquarters are currently located in a leased facility in Mountain
View, California, consisting of approximately 92,300 square feet. The lease
expires in April 2007. We currently utilize less than one-half of the leased
facility and do not anticipate a need for additional space for the foreseeable
future. In connection with our decision to discontinue our transportation
management solutions business, we intend to either terminate all or a portion of
the lease or assign all or a portion of the lease to a third party.

ITEM 3. LEGAL PROCEEDINGS

PITNEY BOWES LITIGATION

     On June 18, 2001, we entered into an agreement with Pitney Bowes, Inc. to
settle all litigation between the companies. The litigation, which included
patent infringement claims by Pitney Bowes and antitrust counterclaims by
E-Stamp, was resolved without admission of liability. Under the settlement
agreement, each party released and covenanted not to sue the other in connection
with past activities, we agreed to an injunction against the infringement of any
patents asserted by Pitney Bowes in the litigation and we paid $2 million to
Pitney Bowes. In connection with the settlement, we recovered insurance proceeds
of approximately $1.8 million.

CONSUMER CLASS ACTION SUIT

     On March 16, 2001, a prior customer of E-Stamp, Mr. Joseph Pavel, filed a
purported consumer class action suit against us in the Supreme Court of the
State of New York, County of Kings. The suit alleges that we breached our
contracts with the plaintiff and other customers. The plaintiff seeks
unspecified damages and disgorgement of monies received in connection with the
sale of Internet postage products. By agreement of the parties, the plaintiff
dismissed the New York action and refiled in Santa Clara County on or about May
24, 2001. We filed our answer to the complaint on June 18, 2001. We are
currently investigating the claims against

                                        3
<PAGE>   5

us and intend to vigorously defend this action. Pendency of these legal
proceedings can be expected to result in expenses to us and the diversion of
management time and other resources.

FRANCOTYP-POSTALIA LITIGATION

     On April 9, 2001, we filed a complaint for declaratory relief against
Francotyp-Postalia, AG & Co. in the U.S. District Court for the Northern
District of California seeking a declaratory judgment for a dispute arising
under a letter agreement regarding certain marketing and promotional
arrangements and Francotyp-Postalia's purchase in July 1998 of our Series B
preferred stock for $3 million. On April 26, 2001, Francotyp-Postalia filed a
complaint against us in the Chancery Court of the State of Delaware, New Castle
County regarding the dispute seeking rescission of the original purchase if the
preferred stock. On May 21, 2001, we filed a motion to remove
Francotyp-Postalia's action to the United States District Court in Delaware. We
are continuing to investigate the claims against us.

SALES AND MARKETING TECHNOLOGIES LITIGATION

     On August 3, 2001, Sales and Marketing Technologies, Inc. filed suit
against E-Stamp and certain of its officers in the Superior Court of California,
San Mateo County, California, alleging breach of contract, fraud and unfair
competition in connection with a consulting agreement between the plaintiff and
us. The plaintiff seeks unspecified general and compensatory damages, treble
damages and equitable remedies. We are investigating the claims against us and
intend to vigorously defend this action.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the security holders during the
fourth quarter of the year ended December 31, 2000.

                                        4
<PAGE>   6

                                    PART II

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

     Our common stock is traded on The Nasdaq Stock Market's National Market
under the symbol "ESTM." The following table sets forth, for the periods
indicated, the range of the high and low sale prices for our common stock as
reported on The Nasdaq Stock Market's National Market.

<Table>
<Caption>
                         QUARTER                            HIGH        LOW
                         -------                           -------    -------
<S>                                                        <C>        <C>
Fiscal Year Ended December 31, 1999:
  Fourth Quarter (from October 8, 1999)..................  $39.250    $18.000
Fiscal Year Ended December 31, 2000:
  First Quarter..........................................  $23.063    $ 7.313
  Second Quarter.........................................  $ 6.464    $ 1.688
  Third Quarter..........................................  $ 2.000    $ 0.875
  Fourth Quarter.........................................  $ 0.969    $ 0.125
</Table>

     The last reported sale price of our common stock on The Nasdaq Stock
Market's National Market on July 31, 2001, was $0.16. As of July 31, 2001, there
were 37,915,194 shares of common stock outstanding that were held of record by
approximately 565 stockholders.

     On August 2, 2001, our common stock was delisted from the Nasdaq National
Market and began trading on the OTC Bulletin Board.

DIVIDEND POLICY

     We have never declared or paid any dividends on our capital stock. We
currently expect to retain future earnings, if any, for use in the operation and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future.

                                        5
<PAGE>   7

ITEM 6. SELECTED FINANCIAL DATA

     The following selected financial data should be read in connection with the
Financial Statements and Notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31,
                                               ---------------------------------------------------
                                                 2000        1999       1998      1997      1996
                                               ---------   --------   --------   -------   -------
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                            <C>         <C>        <C>        <C>       <C>
STATEMENT OF OPERATIONS DATA
Net product and services revenues............  $   5,337   $  1,318   $     --   $    --   $    --
Cost of sales (1)............................      6,396      2,396         --        --        --
                                               ---------   --------   --------   -------   -------
Gross loss...................................     (1,059)    (1,078)        --        --        --
Operating expenses:
  Research and development (1)...............     18,170     14,024      5,603     3,916     2,387
  Sales and marketing (1)....................     54,179     22,292      2,722     1,743     1,761
  General and administrative (1).............      9,304      8,419      1,897     1,748     1,739
  In-process research and development........      1,677         --         --        --        --
  Goodwill and intangible asset
     amortization............................      1,060         --         --        --        --
  Restructuring charges......................     20,291         --         --        --        --
  Amortization of deferred stock
     compensation............................      8,040     10,589        858       414       688
  Amortization of deferred distribution
     costs...................................      2,850        950         --        --        --
                                               ---------   --------   --------   -------   -------
          Total operating expenses...........    115,571     56,274     11,080     7,821     6,575
                                               ---------   --------   --------   -------   -------
Loss from operations.........................   (116,630)   (57,352)   (11,080)   (7,821)   (6,575)
Interest income, net.........................      3,804      1,942        370       143       236
                                               ---------   --------   --------   -------   -------
Net loss.....................................   (112,826)   (55,410)   (10,710)   (7,678)   (6,339)
Accretion on redeemable convertible
  preferred stock............................         --     (2,086)    (1,383)     (196)       --
                                               ---------   --------   --------   -------   -------
Net loss attributable to common
  stockholders...............................  $(112,826)  $(57,496)  $(12,093)  $(7,874)  $(6,339)
                                               =========   ========   ========   =======   =======
Net loss per share, basic and diluted (2)....  $   (3.04)  $  (3.32)  $  (0.92)  $ (0.61)  $ (0.51)
                                               =========   ========   ========   =======   =======
Shares used in computing net loss per share,
  basic and diluted..........................     37,144     17,313     13,075    12,966    12,543
                                               =========   ========   ========   =======   =======
</Table>

<Table>
<Caption>
                                                               AS OF DECEMBER 31,
                                               ---------------------------------------------------
                                                 2000        1999       1998      1997      1996
                                               ---------   --------   --------   -------   -------
                                                                 (IN THOUSANDS)
<S>                                            <C>         <C>        <C>        <C>       <C>
BALANCE SHEET DATA:
Cash and cash equivalents....................  $  25,233   $118,689   $ 10,217   $ 4,111   $ 3,910
Working capital..............................     19,543    124,590      8,805     2,398     3,394
Total assets.................................     42,907    136,417     10,811     4,763     4,873
Capital lease, net of current portion........         --         --         11        38        88
Redeemable convertible preferred stock.......         --         --     23,469     6,126        --
Total stockholders' equity (deficit).........     30,977    127,330    (15,196)   (3,390)    4,070
</Table>

---------------
(1) Excluding amortization of deferred stock compensation as follows:

<Table>
    <S>                                        <C>         <C>        <C>        <C>       <C>
    Cost of sales..........................    $   1,207   $  1,624   $     --   $    --   $    --
    Research and development...............          692      1,130        345        46        77
    Sales and marketing....................        1,343        637         79       230       382
    General and administrative.............        4,798      7,198        434       138       229
                                               ---------   --------   --------   -------   -------
                                               $   8,040   $ 10,589   $    858   $   414   $   688
                                               =========   ========   ========   =======   =======
</Table>

(2) See Note 11 of Notes to Financial Statements for an explanation of the
    method used to determine the number of shares used in computing per share
    amounts.

                                        6
<PAGE>   8

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

     This section and other parts of this report contain forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in forward-looking statements for many
reasons, including the risks described in the section titled "Risk Factors"
beginning on page 14. You should read the following discussion with the
"Selected Financial Data" and our financial statements and related notes
included elsewhere in this report.

OVERVIEW

     We originally provided an Internet postage service that enabled users to
conveniently purchase, download and print Internet postage directly from their
personal computers without the need to maintain a persistent Internet
connection. In May 2000, we acquired two companies, Infinity Logistics
Corporation and Automated Logistics Corp. These companies offered transportation
management and warehouse management products and services that allowed
enterprise customers to review carrier rates and shipping options, select a
carrier, print shipping labels, track shipments and create shipping reports.

     During 2000, we undertook two corporate restructurings. In July 2000, we
restructured our organization to focus on the development, marketing and sales
of our transportation management products and services and reduce our emphasis
on our Internet postage business. In November 2000, we restructured the
organization to phase out our Internet postage business. We incurred charges of
approximately $20.3 million related to these restructurings. In connection with
the phase-out of the Internet postage business, we allowed customers to return
certain items purchased since September 1, 2000 for full refund. As a result, we
did not recognize revenue on any Internet postage shipments in the fourth
quarter of 2000.

     We have incurred net losses in each quarterly and annual period since our
inception and as of December 31, 2000 we had accumulated aggregate losses of
$188.7 million. The quarter ended September 30, 1999 was the first quarter in
which we generated revenues. Until the acquisition of Infinity Logistics
Corporation and Automated Logistics Corp. in May 2000, all of our revenues were
generated by the Internet postage business.

     On April 19, 2001, we entered into a merger agreement with Learn2.com,
Inc., a provider of e-learning products and services. Pursuant to the merger
agreement, Learn2 will merge with E-Stamp, with E-Stamp remaining as the
surviving corporation. The merger is subject to certain conditions set forth in
the merger agreement, including a minimum net cash requirement, as defined in
the merger agreement, at the closing date and the approval of the stockholders
of E-Stamp and Learn2. We have also discontinued our remaining transportation
management business in May 2001, pursuant to the merger agreement. In the event
that the merger is completed, we intend to conduct the e-learning business of
Learn2.

     Prior to discontinuing our transportation management business, we generated
revenues from the sale of our transportation management and warehouse management
products and associated hardware and software and from maintenance and service
contracts. Revenues from transportation management and warehouse management
products were generally recognized upon shipment of the associated hardware and
software. Revenues from software license fees were recognized in accordance with
AICPA Statement of Position ("SOP") 97-2 and SOP 98-9 when the software had been
delivered, persuasive evidence of an arrangement existed, collection was
probable, the fee was fixed or determinable and no significant obligations
remained. When significant obligations remained after the products were
delivered, revenues were recognized only after these obligations were fulfilled.
Service and maintenance revenues were recognized ratably over the contractual
period or as the services were provided.

     Prior to phasing out our Internet postage business, we generated revenues
for our Internet postage products from software license fees, ongoing
convenience fees for the purchase of postage over the Internet, and the sale of
ancillary postage supplies and technology license fees. In connection with
phasing out the Internet postage business, we allowed customers to return
certain items purchased since September 1, 2000 for full refund. Consequently we
did not recognize revenues on any Internet postage shipments in the fourth
quarter of 2000.

                                        7
<PAGE>   9

     Software license fees for our Internet postage products were amounts paid
by end-users for a perpetual license to our software. Our software package
allowed the end-user to apply for a USPS license. When we were notified that the
USPS had approved the license, we shipped a secure Internet postage storage
device, which was necessary for the use of our software, to the end-user.
Revenues from software license fees were recognized in accordance with SOP 97-2
and SOP 98-9. Revenues from software license fees were recognized when delivery
of the secure Internet postage storage device and the software were complete,
when persuasive evidence of an arrangement existed, collection was probable, the
fee was fixed or determinable and no significant obligations remained.

     Technology license fees represented revenues earned from original equipment
manufacturers, which incorporated our Internet postage technology into their
product. Technology license fee revenues were recognized in accordance with SOP
97-2 and SOP 98-9 when the technology had been delivered, persuasive evidence of
an arrangement existed, collection was probable, the fee was fixed or
determinable and no significant obligations remained.

     Postage convenience fees were amounts paid by end-users for the delivery of
postage by us to the end-user. The convenience fees were based on the amount of
postage ordered by the end-user. Revenues from postage convenience fees were
recognized when the postage was downloaded into the secure postage storage
device.

     We recognized revenues related to Internet postage supplies when the
supplies were delivered.

     In 2000, we recognized revenue of approximately $976,000 related to the
sale of a technology license in exchange for a license for software to be used
in a separate line of business. We did not incur any costs directly associated
with the sale of the technology license.

     Our costs of revenues for our transportation management and warehouse
management products and services included the costs of manuals, packaging,
license fees, hardware costs and support costs. The cost of revenues for our
Internet postage products, services and supplies included the costs of manuals,
packaging, the postage device, credit card and electronic funds transfer fees,
the address management system, support costs, fulfillment costs and direct costs
from the sale of postage supplies.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

     Revenues. Until acquisition of Infinity Logistics Corporation and Automated
Logistics Corp. in May 2000, all of our revenues were generated by Internet
postage products and related technologies. Revenues for the year ended December
31, 2000 totaled $5.3 million as compared to $1.3 million for the year ended
December 31, 1999. Revenues generated by our transportation management and
warehouse management products were $1.2 million, or 22% of net product and
services revenues for the year ended December 31, 2000. Revenues from our
Internet postage products were $4.1 million, or 78% of total net product and
services revenues for 2000. As discussed above, we did not recognize any revenue
from our Internet postage products in the fourth quarter of 2000.

     Cost of Sales. Cost of sales includes costs related to product shipments,
including materials, labor and other direct or allocated costs involved in their
manufacture or delivery. It also includes cost of customer support services and
technical support. Cost of sales for the year ended December 31, 2000 totaled
$6.4 million as compared to $2.4 million for the year ended December 31, 1999.
The gross loss was primarily attributable to our Internet postage product line
because we were not able to achieve sufficient revenue levels in this product
line to cover our costs. As discussed above, we decided to phase out our
Internet postage business in November 2000 and did not recognize any revenue
from our Internet postage products in the fourth quarter of 2000. Cost of sales
does not include amortization of deferred stock compensation of $1.2 million in
2000 and $1.6 million in 1999.

     Research and Development. Research and development expenses include
expenses for the research, design and development of our two product lines,
including expenses such as salaries and benefits, consulting

                                        8
<PAGE>   10

expenses, and the related facilities, equipment and information technology
costs. Research and development expenses increased 30% to $18.2 million for the
year ended December 31, 2000 from $14.0 million for the year ended December 31,
1999. The increase of $4.2 million in 2000 was primarily attributable to
increases in employee and consulting costs and related facilities and equipment
expenses. Research and development expenses do not include amortization of
deferred stock compensation of $0.7 million in 2000 and $1.1 million in 1999.

     Sales and Marketing. Sales and marketing expenses consist primarily of
advertising and promotional expenses, strategic partner marketing and other
marketing program costs. It also includes expenses such as salaries and
benefits, consulting expenses and related facilities, equipment and information
technology costs. Sales and marketing expenses increased 143% to $54.2 million
for the year ended December 31, 2000 from $22.3 million for the year ended
December 31, 1999. The increase of $31.9 million in 2000 was primarily
attributable to increased spending on marketing programs, advertising and
promotion as well as to increases in employee and consulting costs and related
facilities and equipment expenses. Sales and marketing expenses do not include
amortization of deferred stock compensation of $1.3 million in 2000 and $0.6
million in 1999.

     General and Administrative. General and administrative expenses consist
primarily of compensation for administrative and executive staff, fees for
professional services, facilities and office expenses, and depreciation and
other equipment costs. General and administrative expenses increased 11% to $9.3
million for the year ended December 31, 2000 from $8.4 million for the year
ended December 31, 1999. The increase of $0.9 million in 2000 was primarily
attributable to increases in employee costs and related facilities, equipment
and information technology costs. The increase in spending was partially offset
by a reduction in non-cash stock compensation charges. The non-cash stock
compensation charge in 1999 was $1.9 million compared to $0.1 million in 2000.
General and administrative expenses do not include amortization of deferred
stock compensation of $4.8 million in 2000 and $7.2 million in 1999.

     In-process Research and Development. In May 2000, we acquired Infinity
Logistics Corporation and Automated Logistics Corp. These companies provided
transportation management products and services that allowed enterprise
customers to review carrier rates and shipping options, select a carrier, print
shipping labels, track shipments and create shipping reports. Based on an
independent appraisal, approximately $1.7 million of the purchase price has been
allocated to in-process research and development related to Infinity Logistics
Corporation products that had not yet reached technological feasibility and had
no alternative future use. This amount was expensed immediately. As of the
acquisition date, in-process research and development of Infinity Logistics
Corporation and Automated Logistics Corp. consisted of the development of two
products, e-Warehouse, which was 80 percent complete, and DigitalShipper
Enterprise, which was 75 percent complete. Of the $1.7 million of in-process
research and development expensed, $143,000 related to e-Warehouse and
approximately $1.5 million related to DigitalShipper Enterprise.

     The e-Warehouse product was completed and introduced in July 2000 and the
DigitalShipper Enterprise product was completed and introduced in late June
2000. In March 2001, we discontinued offering the e-Warehouse product to new
customers in order to further develop the operability and functionality of the
product.

     In valuing the in-process technologies of Infinity Logistics Corporation
and Automated Logistics Corp. at the acquisition date, we used a discounted cash
flow analysis based on projected net product and services revenues, cost of
revenues, operating expenses and income taxes resulting from these technologies
over a 4-year period. The projected financial results, which were discounted
using a 25 percent rate, were based on expectations for Infinity Logistics
Corporation and Automated Logistics Corp. on a stand alone basis and excluded
any special synergistic benefits that we expected to achieve after the
acquisition. The revenue projections for the developed technologies, which
considered the release dates of new products, assumed a gradual decline. The
revenue projections for the in-process research and development were based on
expected trends in technology and our timing of new product introductions.

     Amortization of Goodwill and Intangible Assets. In May 2000, in connection
with our acquisition of Infinity Logistics Corporation and Automated Logistics
Corp., we recorded goodwill and intangible assets totaling approximately $5.8
million. This amount will be amortized over two to five years.
                                        9
<PAGE>   11

     Restructuring Costs. During 2000, we undertook two corporate
restructurings. In July 2000, we restructured our organization to focus on the
development, marketing and sales of our transportation management business and
reduce our emphasis on our Internet postage business. In November 2000, we
restructured the organization to phase out our Internet postage business. We
incurred charges of approximately $20.3 million related to these restructurings.
These charges included $2.3 million for severance payments and benefits
continuation for terminated employees, $13.3 million for asset write-offs, $2.9
million for contract terminations, and $1.8 for operations shut-down costs.
Asset write-offs of $13.3 million included $4.4 million of prepaid marketing
costs that were being amortized over the terms of the underlying contracts that
had no future economic benefit due to the phase out of the Internet postage
business.

     Amortization of Deferred Stock Compensation. Amortization of deferred stock
compensation was $8.0 million for the year ended December 31, 2000, compared to
$10.6 million for the year ended December 31, 1999. Deferred stock compensation
is being amortized using the graded vesting method. In 2000, we recorded
deferred stock compensation of $1.2 million related to a business combination.
During 2000, we reversed approximately $3.9 million of deferred stock
compensation related to unvested stock options that were forfeited upon the
employees' termination of employment.

     Amortization of Deferred Distribution Costs. Amortization of deferred
distribution costs was $2.9 million for the year ended December 31, 2000,
compared to $0.9 million for the year ended December 31, 1999. Deferred
distribution costs arose from the issuance of common stock and warrants in 1999
to investors who signed agreements to enter into joint venture, joint marketing,
cooperation or other technology agreements for a one year period. These costs
were fully amortized as of December 31, 2000.

     Interest Income, Net. Interest income, net, consists primarily of interest
on our cash and cash equivalents, net of interest expenses attributable to
equipment leases. Interest income, net, increased 96% to $3.8 million for the
year ended December 31, 2000 from $1.9 million for the year ended December 31,
1999. The increase in interest income, net, was due to increased interest earned
as a result of increased cash balances resulting from our public offering in
November 1999.

INCOME TAXES

     As of December 31, 2000, we had federal and state net operating loss
carryforwards of approximately $133.6 million and $80.5 million, respectively.
The net operating loss carryforwards will expire at various dates beginning in
2005 and through 2020, if not utilized.

     Utilization of the net operating loss carryforwards may be subject to a
substantial annual limitation due to the ownership change limitations provided
by the Internal Revenue Code and similar state provisions. The annual limitation
may result in the expiration of net operating loss carryforwards before
utilization.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     Revenues. Revenues for the year ended December 31, 1999 totaled $1.3
million. There were no revenues for the year ended December 31, 1998. Revenues
were generated from software license fees, postage convenience fees and sales of
postage supplies.

     Cost of Sales. Cost of sales includes costs related to product shipments,
including materials, labor and other direct or allocated costs involved in their
manufacture or delivery. It also includes cost of customer support services and
technical support. Cost of sales for the year ended December 31, 1999 totaled
$2.4 million. There were no costs of sales for the year ended December 31, 1998.
Cost of sales does not include amortization of deferred stock compensation of
$1.6 million in 1999.

     Research and Development. Research and development expenses include
expenses for research, design and development of our Internet postage product
line, expenses related to obtaining patents from the U.S. Patent and Trademark
Office, and server and network operations. Research and development expenses
increased 150% to $14.0 million for the year ended December 31, 1999 from $5.6
million for the year ended December 31, 1998. The increase of $8.4 million in
1999 was primarily attributable to increases in research and development
employee headcount, and consulting and contractor expenses. Research and
development
                                        10
<PAGE>   12

expenses do not include amortization of deferred stock compensation of $1.1
million in 1999 and $0.3 million in 1998.

     Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and related benefits for sales and marketing personnel, strategic
partner marketing, Web site development, package design, advertising and
promotional expenses, and tradeshow expenses. Sales and marketing expenses
increased more than eight times to $22.3 million for the year ended December 31,
1999 from $2.7 million for the year ended December 31, 1998. The increase of
$19.6 million in 1999 reflected costs associated with continued development of
our marketing campaigns related to the August 1999 launch of our Internet
postage product line, advertising and strategic partners expenses. The increase
also reflected increases in our sales and marketing personnel. Sales and
marketing expenses do not include amortization of deferred stock compensation of
$0.6 million in 1999 and $0.1 million in 1998.

     General and Administrative. General and administrative expenses consist
primarily of compensation for administrative and executive staff, fees for
professional services, depreciation expense and general office expenses. General
and administrative expenses increased more than four times to $8.4 million for
the year ended December 31, 1999 from $1.9 million for the year ended December
31, 1998. The increase of $6.5 million in 1999 was primarily related to a
one-time non-cash stock compensation charge, increased legal expenses and
increases in administrative staff and other professional services. General and
administrative expenses do not include amortization of deferred stock
compensation of $7.2 million in 1999 and $0.4 million in 1998.

     Amortization of Deferred Stock Compensation. Amortization of deferred stock
compensation was $10.6 million for the year ended December 31, 1999, compared to
$0.9 million for the year ended December 31, 1998. We recorded aggregate
deferred stock compensation of $26.8 million in the period from July 1, 1998
through December 31, 1999 for options awarded to employees with exercise prices
below the deemed fair value for financial reporting purposes of our common stock
on their respective grant dates.

     Amortization of Deferred Distribution Costs. Amortization of deferred
distribution costs was $0.9 million for the year ended December 31, 1999. In
connection with the issuance of common stock and warrants, we and our investors
signed nonbinding letters of intent to negotiate for a period of up to one year
to enter into joint venture, joint marketing, cooperation or technology
development agreements. The excess of the fair value of the common stock and
warrants over the consideration received was $3.8 million and was recorded as
deferred distribution costs, a contra equity account.

     Interest Income, Net. Interest income, net, consists primarily of interest
on our cash and cash equivalents, net of interest expenses attributable to
equipment leases. Interest income, net, increased more than four times to $1.9
million for the year ended December 31, 1999 from $0.4 million for the year
ended December 31, 1998. The increase in interest income, net, was due to
increased interest earned as a result of increased cash balances resulting from
our initial public offering in November 1999.

LIQUIDITY AND CAPITAL RESOURCES

     We have financed our operations primarily through private and public sales
of equity securities. We have received approximately $72.9 million in private
placements of our equity securities and net proceeds of $125.4 million from our
initial public offering. As of December 31, 2000, we had cash, cash equivalents
and restricted cash of approximately $29.0 million.

     Net cash used in operating activities totaled $74.2 million, $48.8 million
and $9.6 million for the years ended December 31, 2000, 1999 and 1998. Cash used
in operating activities for each period resulted primarily from net operating
losses in those periods partially offset by non-cash charges.

     Net cash used in investing activities totaled $19.9 million, $2.8 million
and $0.3 million for the years ended December 31, 2000, 1999 and 1998. Cash used
in investing activities for each period resulted primarily from the acquisition
of capital assets, primarily computer and office equipment. In 2000, we also
used $3.0 million of cash for the acquisition of Infinity Logistics Corporation
and Automated Logistics Corp. and

                                        11
<PAGE>   13

$3.8 million for a certificate of deposit, which is included in restricted cash,
to secure payment of advertising costs with a vendor.

     Net cash provided by financing activities totaled $0.6 million, $160.0
million and $16.0 million for the years ended December 31, 2000, 1999 and 1998.
Cash provided by financing activities for 2000 resulted primarily from issuance
of common stock and collections on notes receivable from stockholders. Cash
provided by financing activities in 1999 resulted primarily from issuance of
common stock in our initial public offering and issuance of redeemable
convertible preferred stock. Cash provided by financing activities in 1998
resulted primarily from the issuance of redeemable preferred stock.

     Aggregate noncancelable commitments under facilities operating leases total
$23.8 million, which run through April 2007. In addition, aggregate
noncancelable online advertising commitments for our Internet postage products
related to our agreement with eBay, Inc. were approximately $2.5 million as of
December 31, 2000 and have been accrued and included in our restructuring
charges for the fiscal year ending December 31, 2000. We have an outstanding
certificate of deposit of $3.8 million securing our payment obligations to eBay,
Inc. We also have outstanding $5.0 million in letters of credit related to these
commitments.

     We expect to make cash payments in 2001 totaling $5.9 million related to
our corporate restructurings.

     In April 2001, we sold all of our patents and patent applications and
certain trademarks and domain names related to our Internet postage business to
Stamps.com, Inc. for cash proceeds of $7.5 million. E-Stamp will record a gain
of approximately $7.5 million related to this transaction in the three months
ended June 30, 2001.

     In June 2001, we sold our DigitalShipper and e-Receive products,
maintenance and support contracts and trademarks related to these products to
Data Track Technologies of California, Inc. for cash proceeds of $55,000 and a
promissory note of $110,000. We will record a gain of approximately $165,000
related to this transaction in the three months ended June 30, 2001.

     In June 2001, we entered into an agreement with Pitney Bowes, Inc. to
settle all litigation between the companies. In connection with the settlement,
we paid $2 million to Pitney Bowes, and recovered insurance proceeds of
approximately $1.79 million. As a result, our cash was reduced by a net amount
of approximately $210,000.

     The accompanying financial statements have been prepared assuming that we
will continue as a going concern. We have incurred significant net losses and
negative cash flows from operations since our inception. At December 31, 2001,
we had an accumulated deficit of $188.7 million. There can be no assurance that
we will be able to close the merger. The announcement that we will cease our
remaining operations raises substantial doubt about our ability to continue as a
going concern if we are unable to complete our merger with Learn2.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulleting No. 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. We adopted SAB 101 during the fourth
quarter of 2000 and the adoption had no impact on our financial condition or
results of operations.

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133"). We are required to adopt FAS 133 for the
quarter ending March 31, 2001. FAS 133 establishes methods of accounting for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. Because we currently hold no
derivative financial instruments and do not currently engage in hedging
activities, the adoption of FAS 133 will not have a material impact on our
financial condition or results of operations.

                                        12
<PAGE>   14

     In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation -- an Interpretation of APB No. 25" ("FIN 44"). FIN 44 clarifies
the application of APB 25 and, among other issues clarifies the following: the
definition of an employee for purposes of applying APB 25; the criteria for
determining whether a plan qualifies as a non-compensatory plan; the accounting
consequence of various modifications to the terms of the previously fixed stock
options or awards; and the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 is effective July 1, 2000, but certain
conclusions in FIN 44 cover specific events that occurred after either December
15, 1998 or January 12, 2000. The application of FIN 44 has not had a material
impact on our financial position or results of operations.

                                        13
<PAGE>   15

                                  RISK FACTORS

IF THE CONDITIONS TO THE MERGER WITH LEARN2 ARE NOT MET OR WAIVED, THE MERGER
MAY NOT OCCUR.

     Specified conditions must be satisfied or waived to complete the merger
with Learn2. The conditions relating to stockholder approval, the absence of
laws, regulations or orders preventing the merger, and the effectiveness of the
registration statement must be satisfied prior to the completion of the merger
and may not be waived by us or Learn2. We cannot assure you that each of these
conditions will be satisfied. The other conditions relating to the accuracy of
each company's representations, compliance with covenants, the absence of a
material adverse effect on either company and our minimum net cash may be waived
by agreement of us and Learn2. If the conditions are not satisfied or waived, as
applicable, the merger will not occur or will be delayed, and the intended
benefits of the merger may not occur. In particular, if we do not have net cash,
as determined in accordance with the merger agreement, of at least $13 million
as of the closing of the merger, Learn2 is not required to close. If the merger
is not completed, we will have no ongoing operations and will be unlikely to
continue as a going concern.

WE MAY NOT BE ABLE TO IMPLEMENT SUCCESSFULLY A NEW RESTRUCTURING PLAN IF THE
MERGER DOES NOT OCCUR.

     Based on our current plan to discontinue our transportation management
business, we will be unable to generate revenues going forward as a standalone
entity. Upon consummation of the merger, we intend to continue and grow Learn2's
business as a means of generating revenue. If the merger is not completed, we
may not be able to implement successfully a new restructuring plan capable of
generating sufficient revenues to support us as a going concern.

FAILURE TO COMPLETE THE PROPOSED MERGER COULD ADVERSELY AFFECT OUR STOCK PRICE
AND FUTURE BUSINESS AND OPERATIONS.

     The merger is subject to the approval of E-Stamp's and Learn2's
stockholders and specified closing conditions. In the event that the merger is
not successfully completed, we may be subject to a number of material risks,
including the following:

     - the price of our common stock may decline to the extent that the current
       market price for its common stock reflects a market assumption that the
       proposed merger will be completed; and

     - we must pay costs related to the proposed merger, such as legal,
       accounting, and financial advisory fees, even if the merger is not
       completed.

     In addition, in the event that the merger is not completed, our board of
directors may not be able to secure a similar strategic transaction to provide
us with a continuing business.

THE MERGER WILL RESULT IN SUBSTANTIAL COSTS WHETHER OR NOT COMPLETED.

     The merger will result in significant costs to us. Transaction costs are
estimated at approximately $5.0 million, of which E-Stamp will incur a
substantial portion. These costs are expected to consist primarily of fees for
investment bankers, attorneys, accountants, filing fees and financial printers.
A substantial amount of these costs will be incurred whether or not the merger
is completed.

OUR SECURITIES HAVE BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET.

     Our securities were delisted from the Nasdaq National Market on August 2,
2001. The delisting may impact adversely the liquidity of our securities, not
only in the number of shares that can be bought or sold, but also through delays
in timing of transactions and reductions in potential security analyst and media
coverage. This may reduce the demand for our common stock and the trading price
of our securities. The delisting will greatly impair our ability to raise
additional working capital.

     Our common stock currently trades on the OTC Bulletin Board and is subject
to regulation as a "penny stock." The SEC has adopted regulations that generally
define "penny stock" to be any equity security that

                                        14
<PAGE>   16

has a market price or exercise price of less than $5.00 per share, subject to
certain exceptions, including listing on the Nasdaq National Market or the
Nasdaq Small Cap Market. For transactions covered by these rules, broker-dealers
must make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a risk disclosure document mandated by the SEC relating to the
penny stock market. The broker-dealer is also subject to additional sales
practice requirements. Consequently, the penny stock rules may restrict the
ability of broker-dealers to sell our securities and may affect the ability of
holders to sell these securities in the secondary market and the price at which
such holders can sell any such securities.

     If we were to reapply to list our securities on Nasdaq, we might reapply
for listing on The Nasdaq Small Cap Market rather than The Nasdaq National
Market. Compared to securities listed on The Nasdaq National Market, securities
listed on The Nasdaq Small Cap Market are not quoted in regional newspapers, are
less likely to receive analyst coverage and are less likely to be invested in by
institutional investors. In addition, securities traded on The Nasdaq Small Cap
Market are not exempt from state securities laws.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT; WE MAY CONTINUE TO
EXPERIENCE LOSSES.

     For the year ended December 31, 2000, we incurred a net loss of $112.8
million. At December 31, 2000, we had an accumulated deficit of approximately
$188.7 million. Learn2 has also incurred substantial losses to date. We expect
to continue to incur losses for the foreseeable future. In addition, in
connection with the acquisition of Learn2, we will incur significant accounting
charges. These losses will be substantial, and we may not ever become
profitable.

WE MAY BE LIABLE FOR INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

     Third parties may assert infringement claims against us. From time to time
in the ordinary course of business we have been and we expect to continue to be,
subject to claims alleging infringement of the intellectual property rights of
third parties. These claims and any resulting litigation, if it occurs, could
subject us to significant liability for damages. In addition, even if we
prevail, litigation could be time-consuming and expensive and could result in
the diversion of our time and attention. Any claims from third parties may also
result in limitations on our ability to use the intellectual property subject to
these claims unless we are able to enter into agreements with the third parties
making these claims.

     WE MAY INCUR ADDITIONAL LIABILITIES AND EXPENSES IN CONNECTION WITH THE
PHASE OUT OF OUR BUSINESS.

     We have discontinued our business of providing transportation management
software products. We may incur additional liabilities and expenses in
connection with the discontinuation of our transportation management business,
including liabilities and expenses arising from the termination of existing
contracts and other commitments, that could have a material adverse effect upon
our financial condition and results of operations.

     Costs and expenses directly related to the discontinuance of our
DigitalShipper business will include charges associated with the write-down of
fixed assets, rent and other facilities-related expenses, costs associated with
terminating contractual arrangements, employee termination costs and legal,
accounting can consulting fees. We estimate that these costs and expenses will
range from approximately $4.2 million to $4.4 million for the three months ended
June 30, 2001 and approximately $1.1 million to $4.2 million for the following
twelve month period. The estimate of these costs and expenses is a forward
looking statement that is subject to risks and uncertainties. We expect that the
proceeds derived from the sale of our assets, including our intellectual
property, will exceed the costs of discontinuing our operations.

     A prior customer, Mr. Joseph Pavel, filed a purported consumer class action
suit against us alleging that we breached our contracts with the plaintiff and
other customers. The plaintiff seeks unspecified damages and disgorgement of
monies received in connection with the sale of our Internet postage products. In
addition, Francotyp-Postalia, AG & Co. has filed a complaint against us alleging
that we breached a letter agreement regarding marketing and promotional
arrangements. Francotyp-Postalia is seeking the rescission of its original

                                        15
<PAGE>   17

purchase in July 1998 of Series B preferred stock of E-Stamp for $3,000,000.
Pendency of these litigation matters can be expected to result in expenses to us
and the diversion of management time and other resources, the extent of which
cannot be quantified with any reasonable accuracy given the early stage of these
litigation matters. If these parties are successful in their claims against us,
we may be liable for significant damages.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

DISCLOSURES ABOUT MARKET RISK

     The following discusses our exposure to market risk related to changes in
interest rates, equity prices and foreign currency exchange rates. This
discussion contains forward-looking statements that are subject to risks and
uncertainties. Actual results could differ materially as a result of a number of
factors, including those set forth under the caption "Risk Factors."

INTEREST RATE RISK

     As of December 31, 2000, we had cash, cash equivalents and restricted cash
of approximately $29.0 million invested in short term investments. Due to the
short-term nature of these investments and our investment policies and
procedures, we have determined that the risk associated with interest rate
fluctuations related to these financial instruments does not pose a material
risk to us.

     As of December 31, 2000, we did not have any outstanding short or long-term
debt. Increases in interest rates could, however, increase the interest expense
associated with our future borrowings, if any. We do not hedge against interest
rate increases.

EQUITY PRICE RISK

     As of December 31, 2000, we did not hold any equity investments.

FOREIGN CURRENCY EXCHANGE RATE RISK

     We realize all of our revenues in U.S. dollars, and through December 31,
2000, all of our revenues were derived from customers in the United States.
Therefore, we do not believe we have any significant direct foreign currency
exchange rate risk. We do not hedge against foreign currency exchange rate
changes.

                                        16
<PAGE>   18

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SUPPLEMENTARY DATA

     The following tables set forth unaudited quarterly supplementary data for
each of the eight quarters in the two-year period ended December 31, 2000.

<Table>
<Caption>
                                                                      2000
                                         --------------------------------------------------------------
                                                          QUARTER ENDED
                                         ------------------------------------------------   YEAR ENDED
                                         MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31   DECEMBER 31
                                         --------   --------   ------------   -----------   -----------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                      <C>        <C>        <C>            <C>           <C>
Net product and services revenues......  $  1,490   $  1,632     $  1,843      $    372      $   5,337
Gross loss.............................      (389)      (519)         (19)         (132)        (1,059)
Loss from operations...................   (31,093)   (29,299)     (24,414)      (31,824)      (116,630)
Net loss...............................   (29,688)   (28,138)     (23,687)      (31,313)      (112,826)
Net loss per share, basic and
  diluted..............................  $  (0.82)  $  (0.76)    $  (0.63)     $  (0.83)     $   (3.04)
</Table>

<Table>
<Caption>
                                                                       1999
                                           -------------------------------------------------------------
                                                            QUARTER ENDED
                                           -----------------------------------------------   YEAR ENDED
                                           MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31   DECEMBER 31
                                           --------   -------   ------------   -----------   -----------
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                        <C>        <C>       <C>            <C>           <C>
Net product and services revenues........  $    --    $    --     $    358      $    960      $  1,318
Gross loss...............................       --         --         (374)         (704)       (1,078)
Loss from operations.....................   (4,615)    (7,928)     (15,392)      (29,417)      (57,352)
Net loss.................................   (4,511)    (7,856)     (15,219)      (27,824)      (55,410)
Accretion on redeemable convertible
  preferred stock........................     (440)      (736)        (723)         (187)       (2,086)
Net loss attributable to common
  stockholders...........................   (4,951)    (8,592)     (15,942)      (28,011)      (57,496)
Net loss per share, basic and diluted....  $ (0.35)   $ (0.37)    $  (0.65)     $  (0.81)     $  (3.32)
</Table>

                                        17
<PAGE>   19

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Ernst & Young LLP, Independent Auditors...........   19
Balance Sheets..............................................   20
Statements of Operations....................................   21
Statements of Redeemable Convertible Preferred Stock and
  Stockholders' Equity (Deficit)............................   22
Statements of Cash Flows....................................   23
Notes to Financial Statements...............................   24
</Table>

                                        18
<PAGE>   20

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
E-Stamp Corporation

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

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of E-Stamp Corporation at
December 31, 2000 and 1999, and the results of its operations and its 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.

     The accompanying financial statements have been prepared assuming that
E-Stamp Corporation will continue as a going concern. As more fully described in
Note 1, in April 2001, the Company announced its intention to cease its current
business operations prior to its proposed merger with Learn2.com. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

                                          /s/ ERNST & YOUNG LLP

Palo Alto, California
February 20, 2001
except for the third paragraph of Note
1,
as to which the date is April 20, 2001

                                        19
<PAGE>   21

                              E-STAMP CORPORATION

                                 BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)

                                     ASSETS

<Table>
<Caption>
                                                                      AS OF
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                2000         1999
                                                              ---------    --------
<S>                                                           <C>          <C>
Current assets:
  Cash and cash equivalents.................................  $  25,233    $118,689
  Restricted cash...........................................      3,750          --
  Accounts receivable -- trade..............................        369         237
  Other receivable..........................................        847         253
  Inventory.................................................         --       2,120
  Prepaid marketing expenses................................         --       6,156
  Prepaid expenses and other current assets.................      1,274       6,222
                                                              ---------    --------
          Total current assets..............................     31,473     133,677
Property and equipment, net.................................      5,493       2,740
Goodwill and other intangible assets, net...................      4,741          --
Other assets................................................      1,200          --
                                                              ---------    --------
          Total assets......................................  $  42,907    $136,417
                                                              =========    ========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $   3,529    $  3,235
  Accrued liabilities.......................................      2,140       5,636
  Accrued restructuring costs...............................      5,933          --
  Deferred revenue..........................................        328         193
  Current portion of obligations under capital lease........         --          23
                                                              ---------    --------
          Total current liabilities.........................     11,930       9,087
Commitments and contingencies
Stockholders' equity:
  Common stock, $0.001 par value per share: 100,000 shares
     authorized, 38,014 and 39,110 shares issued and
     outstanding at December 31, 2000, and 1999,
     respectively...........................................         38          39
  Additional paid-in capital................................    224,878     224,835
  Notes receivable from employees and officers..............       (664)     (3,540)
  Deferred stock compensation...............................     (4,622)    (15,327)
  Deferred distribution costs...............................         --      (2,850)
  Accumulated deficit.......................................   (188,653)    (75,827)
                                                              ---------    --------
          Total stockholders' equity........................     30,977     127,330
                                                              ---------    --------
          Total liabilities and stockholders' equity........  $  42,907    $136,417
                                                              =========    ========
</Table>

                            See accompanying notes.
                                        20
<PAGE>   22

                              E-STAMP CORPORATION

                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                 YEAR ENDED DECEMBER 31,
                                                            ---------------------------------
                                                              2000         1999        1998
                                                            ---------    --------    --------
<S>                                                         <C>          <C>         <C>
Net product and services revenues.......................    $   5,337    $  1,318    $     --
Cost of sales (1).......................................        6,396       2,396          --
                                                            ---------    --------    --------
Gross loss..............................................       (1,059)     (1,078)         --
Operating expenses:
  Research and development (1)..........................       18,170      14,024       5,603
  Sales and marketing (1)...............................       54,179      22,292       2,722
  General and administrative (1)........................        9,304       8,419       1,897
  In-process research and development...................        1,677          --          --
  Goodwill and intangible asset amortization............        1,060          --          --
  Restructuring costs...................................       20,291          --          --
  Amortization of deferred stock compensation...........        8,040      10,589         858
  Amortization of deferred distribution costs...........        2,850         950          --
                                                            ---------    --------    --------
          Total operating expenses......................      115,571      56,274      11,080
                                                            ---------    --------    --------
Loss from operations....................................     (116,630)    (57,352)    (11,080)
Interest income.........................................        3,982       1,979         380
Interest expense........................................         (178)        (37)        (10)
                                                            ---------    --------    --------
Net loss................................................     (112,826)    (55,410)    (10,710)
Accretion on redeemable convertible preferred stock.....           --      (2,086)     (1,383)
                                                            ---------    --------    --------
Net loss attributable to common stockholders............    $(112,826)   $(57,496)   $(12,093)
                                                            =========    ========    ========
Net loss per share, basic and diluted...................    $   (3.04)   $  (3.32)   $  (0.92)
                                                            =========    ========    ========
Shares used in computing net loss per share, basic and
  diluted...............................................       37,144      17,313      13,075
                                                            =========    ========    ========
</Table>

---------------
(1) Excluding amortization of deferred stock compensation as follows:

<Table>
<S>                                                         <C>          <C>         <C>
Cost of sales...........................................    $   1,207    $  1,624    $     --
Research and development................................          692       1,130         345
Sales and marketing.....................................        1,343         637          79
General and administrative..............................        4,798       7,198         434
                                                            ---------    --------    --------
                                                            $   8,040    $ 10,589    $    858
                                                            =========    ========    ========
</Table>

                            See accompanying notes.
                                        21
<PAGE>   23

                              E-STAMP CORPORATION

              STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
                       AND STOCKHOLDERS' EQUITY (DEFICIT)
                                 (IN THOUSANDS)
<Table>
<Caption>
                                              REDEEMABLE                                         NOTES
                                              CONVERTIBLE                                      RECEIVABLE
                                            PREFERRED STOCK     COMMON STOCK     ADDITIONAL       FROM         DEFERRED
                                           -----------------   ---------------    PAID-IN      EMPLOYEES        STOCK
                                           SHARES    AMOUNT    SHARES   AMOUNT    CAPITAL     AND OFFICERS   COMPENSATION
                                           ------   --------   ------   ------   ----------   ------------   ------------
<S>                                        <C>      <C>        <C>      <C>      <C>          <C>            <C>
BALANCE AT DECEMBER 31, 1997.............   2,500   $  6,126   13,008    $13      $  6,556      $    --        $     --
Issuance of Series B redeemable
 convertible preferred stock.............   4,188     15,960       --     --            --           --              --
Issuance of notes receivable from
 employees for exercise of stock
 options.................................      --         --    1,738      2           651         (653)             --
Issuance of common stock to consultants
 for services............................      --         --       10     --            82           --              --
Exercise of stock options................      --         --      178     --            70           --              --
Shares repurchased from employees........      --         --      (10)    --            (4)          --              --
Deferred stock compensation..............      --         --       --     --         3,624           --          (3,624)
Amortization of deferred stock
 compensation............................      --         --       --     --            --           --             858
Accretion on redeemable convertible
 preferred stock.........................      --      1,383       --     --        (1,383)          --              --
Net loss and comprehensive loss..........      --         --       --     --            --           --              --
                                           ------   --------   ------    ---      --------      -------        --------
BALANCE AT DECEMBER 31, 1998.............   6,688     23,469   14,924     15         9,596         (653)         (2,766)
Issuance of warrants for bridge loan.....      --         --       --     --            85           --              --
Issuance of Series C redeemable
 convertible preferred stock, net of
 issuance costs..........................   2,929     28,879       --     --            --           --              --
Common stock grants to executives........      --         --      188     --         1,800           --              --
Issuance of common stock to strategic
 investors...............................      --         --      726      1         8,799           --              --
Accretion on redeemable convertible
 preferred stock.........................      --      2,086       --     --        (2,086)          --              --
Conversion of redeemable convertible
 preferred stock upon IPO................  (9,617)   (54,434)  12,021     12        54,422           --              --
Issuance of common stock upon IPO, net of
 issuance costs..........................      --         --    8,050      8       125,398           --              --
Exercise of stock options................      --         --      697     --           526           --              --
Issuance of notes receivable for exercise
 of stock options........................      --         --    2,886      3         3,079       (3,082)             --
Repayments of notes receivable from
 employees...............................      --         --       --     --            --          168              --
Shares repurchased from employee.........      --         --     (472)    --          (191)          27              --
Deferred stock compensation..............      --         --       --     --        23,150           --         (23,150)
Amortization of deferred stock
 compensation............................      --         --       --     --            --           --          10,589
Issuance of common stock to consultants
 for services............................      --         --        6     --            37           --              --
Exercise of warrants.....................      --         --       84     --           220           --              --
Amortization of deferred distribution
 costs...................................      --         --       --     --            --           --              --
Net loss and comprehensive loss..........      --         --       --     --            --           --              --
                                           ------   --------   ------    ---      --------      -------        --------
BALANCE AT DECEMBER 31, 1999.............      --         --   39,110     39       224,835       (3,540)        (15,327)
Exercise of stock options................      --         --       76     --            45           --              --
Issuance of common stock under employee
 stock purchase plan.....................      --         --      152     --           457           --              --
Issuance of common stock in connection
 with acquisition........................      --         --    1,164      1         5,309           --          (1,200)
Amortization of deferred stock
 compensation............................      --         --       --     --            --           --           8,040
Amortization of deferred distribution
 costs...................................      --         --       --     --            --           --              --
Reversal of deferred stock compensation
 for terminated employees................      --         --       --     --        (3,865)          --           3,865
Compensation related to share
 repurchase..............................      --         --       --     --           724           --              --
Shares repurchased.......................      --         --   (2,488)    (2)       (2,627)       2,629              --
Payments on notes receivable.............      --         --       --     --            --          247              --
Net loss and comprehensive loss..........      --         --       --     --            --           --              --
                                           ------   --------   ------    ---      --------      -------        --------
BALANCE AT DECEMBER 31, 2000.............      --   $     --   38,014    $38      $224,878      $  (664)       $ (4,622)
                                           ======   ========   ======    ===      ========      =======        ========

<Caption>

                                                                            TOTAL
                                             DEFERRED                   STOCKHOLDERS'
                                           DISTRIBUTION   ACCUMULATED      EQUITY
                                              COSTS         DEFICIT       (DEFICIT)
                                           ------------   -----------   -------------
<S>                                        <C>            <C>           <C>
BALANCE AT DECEMBER 31, 1997.............    $    --       $  (9,707)     $  (3,138)
Issuance of Series B redeemable
 convertible preferred stock.............         --              --             --
Issuance of notes receivable from
 employees for exercise of stock
 options.................................         --              --             --
Issuance of common stock to consultants
 for services............................         --              --             82
Exercise of stock options................         --              --             70
Shares repurchased from employees........         --              --             (4)
Deferred stock compensation..............         --              --             --
Amortization of deferred stock
 compensation............................         --              --            858
Accretion on redeemable convertible
 preferred stock.........................         --              --         (1,383)
Net loss and comprehensive loss..........         --         (10,710)       (10,710)
                                             -------       ---------      ---------
BALANCE AT DECEMBER 31, 1998.............         --         (20,417)       (14,225)
Issuance of warrants for bridge loan.....         --              --             85
Issuance of Series C redeemable
 convertible preferred stock, net of
 issuance costs..........................         --              --             --
Common stock grants to executives........         --              --          1,800
Issuance of common stock to strategic
 investors...............................     (3,800)             --          5,000
Accretion on redeemable convertible
 preferred stock.........................         --              --         (2,086)
Conversion of redeemable convertible
 preferred stock upon IPO................         --              --         54,434
Issuance of common stock upon IPO, net of
 issuance costs..........................         --              --        125,406
Exercise of stock options................         --              --            526
Issuance of notes receivable for exercise
 of stock options........................         --              --             --
Repayments of notes receivable from
 employees...............................         --              --            168
Shares repurchased from employee.........         --              --           (164)
Deferred stock compensation..............         --              --             --
Amortization of deferred stock
 compensation............................         --              --         10,589
Issuance of common stock to consultants
 for services............................         --              --             37
Exercise of warrants.....................         --              --            220
Amortization of deferred distribution
 costs...................................        950              --            950
Net loss and comprehensive loss..........         --         (55,410)       (55,410)
                                             -------       ---------      ---------
BALANCE AT DECEMBER 31, 1999.............     (2,850)        (75,827)       127,330
Exercise of stock options................         --              --             45
Issuance of common stock under employee
 stock purchase plan.....................         --              --            457
Issuance of common stock in connection
 with acquisition........................         --              --          4,110
Amortization of deferred stock
 compensation............................         --              --          8,040
Amortization of deferred distribution
 costs...................................      2,850              --          2,850
Reversal of deferred stock compensation
 for terminated employees................         --              --             --
Compensation related to share
 repurchase..............................         --              --            724
Shares repurchased.......................         --              --             --
Payments on notes receivable.............         --              --            247
Net loss and comprehensive loss..........         --        (112,826)      (112,826)
                                             -------       ---------      ---------
BALANCE AT DECEMBER 31, 2000.............    $    --       $(188,653)     $  30,977
                                             =======       =========      =========
</Table>

                            See accompanying notes.

                                        22
<PAGE>   24

                              E-STAMP CORPORATION

                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2000         1999        1998
                                                              ---------    --------    --------
<S>                                                           <C>          <C>         <C>
OPERATING ACTIVITIES
Net loss....................................................  $(112,826)   $(55,410)   $(10,710)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization.............................      3,458         502         405
  Loss on disposal of assets................................         --          --          65
  Amortization of deferred stock compensation...............      8,040      10,589         858
  Amortization of deferred distribution costs...............      2,850         950          --
  Stock based compensation..................................        724       1,837          82
  Restructuring costs.......................................     13,251          --          --
  Warrants issued in connection with short term loan........         --          85          --
  Write-off of in-process research and development..........      1,677          --          --
  Changes in assets and liabilities:
    Accounts receivable.....................................       (239)       (237)         --
    Other receivable........................................       (594)       (253)         --
    Notes receivable from employees and officers............         --           4          --
    Prepaid marketing expenses..............................      1,797      (6,156)         --
    Other prepaid expenses and other current assets.........      4,750      (6,078)         --
    Inventory...............................................        244      (2,120)        (88)
    Accounts payable and accrued expenses...................     (2,990)      7,342        (172)
    Accrued restructuring costs.............................      5,933          --          --
    Deferred revenue........................................       (277)        193          --
                                                              ---------    --------    --------
Net cash used in operating activities.......................    (74,202)    (48,752)     (9,560)
INVESTING ACTIVITIES
Purchase of property and equipment..........................    (11,961)     (2,778)       (324)
Cash used for business combinations.........................     (2,973)         --          --
Increase in restricted cash.................................     (3,750)         --          --
Deposits and other assets...................................     (1,200)         --          --
                                                              ---------    --------    --------
Net cash used in investing activities.......................    (19,884)     (2,778)       (324)
FINANCING ACTIVITIES
Repayments of lease obligations.............................        (23)        (29)        (36)
Proceeds from issuance of notes payable.....................         --          --         700
Repayments of notes payable.................................        (96)         --        (700)
Net proceeds from issuance of redeemable convertible
  preferred stock...........................................         --      28,879      15,960
Net proceeds from issuance of common stock..................         --       5,000          --
Net proceeds from issuance of common stock in Initial Public
  Offering..................................................         --     125,406          --
Collections on notes receivable from stockholders...........        247          --          --
Net proceeds from exercise of stock options and employee
  stock purchase plan.......................................        502         526          66
Net proceeds from exercise of warrants......................         --         220          --
                                                              ---------    --------    --------
Net cash provided by financing activities...................        630     160,002      15,990
                                                              ---------    --------    --------
Net increase (decrease) in cash and cash equivalents........    (93,456)    108,472       6,106
Cash and cash equivalents at beginning of year..............    118,689      10,217       4,111
                                                              ---------    --------    --------
Cash and cash equivalents at end of year....................  $  25,233    $118,689    $ 10,217
                                                              =========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest......................................  $       2    $     37    $     10
                                                              =========    ========    ========
SCHEDULE OF NON-CASH FINANCING AND INVESTING TRANSACTIONS
Issuance of notes receivable from employees and officers for
  exercise of stock options.................................  $      --    $ (3,082)   $   (653)
                                                              =========    ========    ========
Issuance of common stock for deferred distribution costs....  $      --    $  3,800    $     --
                                                              =========    ========    ========
Conversion of preferred stock to common stock...............  $      --    $ 54,434    $     --
                                                              =========    ========    ========
Deferred stock compensation related to grants of stock
  options...................................................  $      --    $ 23,150    $  3,624
                                                              =========    ========    ========
Assets acquired under capital lease obligations.............  $      --    $     14    $     --
                                                              =========    ========    ========
Repurchase of common stock in exchange for cancellation of
  notes receivable..........................................  $  (2,629)   $     --    $     --
                                                              =========    ========    ========
Issuance of common stock for business combination...........  $   5,310    $     --    $     --
                                                              =========    ========    ========
Deferred stock compensation related to business
  combination...............................................  $  (1,200)   $     --    $     --
                                                              =========    ========    ========
Reversal of deferred stock compensation related to unvested
  stock options forfeited by terminated employees...........  $  (3,865)   $     --    $     --
                                                              =========    ========    ========
</Table>

                            See accompanying notes.
                                        23
<PAGE>   25

                              E-STAMP CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

 1. BACKGROUND AND SUMMARY OF SIGNIFICANT POLICIES

     E-Stamp Corporation, a Delaware corporation, was formed on August 23, 1996.
The Company's original business model consisted of an Internet postage service
that enabled users to conveniently purchase, download and print Internet postage
directly from their personal computers without the need to maintain a persistent
Internet connection. In May 2000, the Company acquired two logistics companies,
Infinity Logistics Corporation ("Infinity Logistics") and Automated Logistics
Corp. ("Automated Logistics"), providers of transportation management and
warehouse management solutions that allow enterprise customers to review carrier
rates and shipping options, select a carrier, print shipping labels, track
shipments and create shipping reports.

     In July 2000, the Company restructured its organization to focus on the
development, marketing and sales of its transportation management solutions and
reduce its emphasis on the Internet postage business. In November 2000, the
Company announced that it would phase-out its Internet postage service by the
end of 2000 and restructured its organization to reflect the phase-out. For the
fiscal year ended December 31, 2000, the Company recorded charges of $20.3
million in connection with these restructurings.

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has incurred significant
net losses and negative cash flows form operations since its inception. At
December 31, 2000, the Company had an accumulated deficit of $188.7 million. On
April 20, 2001, the Company announced that it had signed a merger agreement with
Learn2.com. The merger agreement is subject to certain closing conditions
including maintaining a minimum net cash position at the closing date and
approvals from stockholders of both companies. Pursuant to the terms of the
merger agreement, upon completion of the merger, E-Stamp stockholders would own
approximately 50.1% of the combined company. The Company also announced that it
would discontinue its existing transportation management solution business prior
to the closing of the merger. There can be no assurance that the Company will be
able to close the merger, and the Company's announcement that it will
discontinue its remaining operations raises substantial doubt about the
Company's ability to continue as a going concern if the Company fails to
complete the merger. The accompanying financial statements do not include any
adjustments that might result form this uncertainty.

  Use of Estimates

     The Company's management makes estimates and assumptions in the preparation
of its financial statements in conformity with generally accepted accounting
principles. These estimates and assumptions may affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the financial statements, and the reported amounts of expenses
during the respective reporting periods. Actual results could differ from those
estimates.

  Revenue Recognition

     Prior to phasing out its transportation management solutions business, the
Company generated revenues from the sale of its transportation management and
warehouse management solutions and associated hardware and software and from
maintenance and service contracts. Revenues from transportation management and
warehouse management solutions were generally recognized upon shipment of the
associated hardware and software. Revenues from software license fees were
recognized in accordance with AICPA Statement of Position ("SOP") 97-2 and SOP
98-9 when the software had been delivered, persuasive evidence of an arrangement
existed, collection was probable, the fee was fixed or determinable and no
significant obligations remained. When significant obligations remained after
the products were delivered, revenues were recognized only after these
obligations were fulfilled. Service and maintenance revenues were recognized
ratably over the contractual period or as the services were provided.

                                        24
<PAGE>   26
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Prior to phasing out its Internet postage business, the Company generated
revenues for its Internet postage products from software license fees, ongoing
convenience fees for the purchase of postage over the Internet, and the sale of
ancillary postage supplies and technology license fees. In connection with
phasing out the Internet postage business, the Company allowed customers to
return certain items purchased since September 1, 2000 for a full refund.
Consequently, the Company did not recognize revenues on any Internet postage
shipments in the fourth quarter of 2000.

     Software license fees for the Internet postage products were amounts paid
by end-users for a perpetual license to the Company's software. The Company's
software package allowed the end-user to apply for a USPS license. When the
Company was notified that the USPS had approved the license, the Company shipped
a secure Internet postage storage device, which was necessary for the use of the
Company's software, to the end-user. Revenues from software license fees were
recognized in accordance with SOP 97-2 and SOP 98-9. Revenues from software
license fees were recognized when delivery of the secure Internet postage
storage device and the software were complete, when persuasive evidence of an
arrangement existed, collection was probable, the fee was fixed or determinable
and no significant obligations remained.

     Technology license fees represented revenues earned from original equipment
manufacturers, which incorporated the Company's Internet postage technology into
their product. Technology license fee revenues were recognized in accordance
with SOP 97-2 and SOP 98-9 when the technology had been delivered, persuasive
evidence of an arrangement existed, collection was probable, the fee was fixed
or determinable and no significant obligations remained.

     Postage convenience fees were amounts paid by end-users for the delivery of
postage by the Company to the end-user. The convenience fees were based on the
amount of postage ordered by the end-user. Revenues from postage convenience
fees were recognized when the postage was downloaded into the secure postage
storage device.

     The Company recognized revenues related to Internet postage supplies when
the supplies were delivered.

     During 2000, the Company recognized revenue of approximately $976,000
related to the sale of a technology license in exchange for a license for
software to be used in a separate line of business. The Company did not incur
any costs directly associated with the sale of the technology license.

  Cash and Cash Equivalents

     The Company considers all highly liquid investments with a remaining
maturity of three months or less when purchased to be cash equivalents. The
Company's cash equivalents were composed of money market mutual funds and
government securities as of December 31, 2000 and December 31, 1999. The
Company's cash and cash equivalents are carried at cost, which approximates
market. The Company had no material unrealized gains or losses on cash
equivalents as of December 31, 2000 and 1999. During 2000, the Company purchased
a certificate of deposit for $3.8 million as security for amounts owed under its
agreement for online advertising. The certificate of deposit has been included
in restricted cash. See Note 3.

  Inventory

     Inventory at December 31, 1999 consisted principally of compact disks
(CDs), user manuals and devices for the Company's Internet postage business.
Inventory was stated at the lower of standard cost (which approximated actual
cost) and market. As of December 31, 2000, all inventory had been written-off in
connection with the Company's phase-out of its Internet postage business in
November 2000. The write-off was included in restructuring costs.

                                        25
<PAGE>   27
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  Property and Equipment

     Property and equipment are recorded at cost. Additions, improvements, and
renewals that significantly add to the asset value or extend the life of the
asset are capitalized. Expenditures for maintenance and repairs are expensed as
costs are incurred.

     Depreciation and amortization, for financial reporting purposes, are
provided on the straight-line method based upon the estimated useful lives as
follows:

<Table>
<S>                                                   <C>
Computer and other equipment........................  3 years
Furniture and fixtures..............................  3 years
Leasehold improvements..............................  Life of the lease
</Table>

     Property and equipment held at December 31, 2000 and 1999 were as follows:

<Table>
<Caption>
                                                      DECEMBER 31,
                                                   ------------------
                                                    2000       1999
                                                   -------    -------
                                                     (IN THOUSANDS)
<S>                                                <C>        <C>
Property and equipment:
  Computers......................................  $ 4,763    $ 3,146
  Furniture and fixtures.........................    1,512        708
  Leasehold improvements.........................    1,771        142
                                                   -------    -------
                                                     8,046      3,996
  Accumulated depreciation and amortization......   (2,553)    (1,256)
                                                   -------    -------
Net property and equipment.......................  $ 5,493    $ 2,740
                                                   =======    =======
</Table>

  Goodwill and Other Intangible Assets

     Goodwill represents the excess purchase price of net tangible and
intangible assets acquired in business combinations over their estimated fair
value. Other intangible assets primarily represent customer base, core and
developed technology, workforce in place and trade name. Goodwill and other
intangible assets are being amortized on a straight-line basis over their
estimated useful lives, which range from two to five years. Under certain
conditions, the Company reviews goodwill and other intangible assets to assess
recoverability from future operations using undiscounted cash flows. Conditions
that will cause the Company to undertake an impairment review include material
adverse changes in operations or the Company's decision to abandon acquired
products, services or technologies. The Company measures the fair value of an
impaired asset based on discounted expected future cash flows from the impaired
assets. Management had not identified any indicators of impairment that existed
at December 31, 2000 for the Company's goodwill and other intangible assets.
Accumulated amortization of goodwill and other intangible assets was $1.1
million at December 31, 2000.

  Research and Development

     Research and development costs are expensed as they are incurred. Statement
of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software To Be Sold, Leased, or Otherwise Marketed" ("FAS 86"), requires
capitalization of certain software development costs subsequent to the
establishment of technological feasibility. Based on the Company's product
development process, technological feasibility is established upon completion of
all phases of the detailed product design necessary to establish that the
product can be manufactured to meet all design specifications. Costs incurred by
the Company between the completion of the detailed product design and the point
at which the product is ready for general release have been insignificant.
Therefore, through December 31, 2000, the Company has charged all such costs to
research and development expense in the period incurred.

                                        26
<PAGE>   28
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  Software Development Cost

     Costs of software developed internally by the Company for use in its
operations are accounted for under AICPA SOP 98-1, "Internal Use Software,"
which the Company adopted on January 1, 1999. Under SOP 98-1, the Company
expenses costs of research, including pre-development efforts prior to
establishing technological feasibility, and costs incurred for training and
maintenance. Software development costs are capitalized when technological
feasibility has been established and it is probable that the project will be
completed and the software will be used as intended. No costs related to
internal use software have been capitalized through December 31, 2000.

  Advertising Costs

     Advertising production costs are recorded as expense the first time an
advertisement appears. The costs of communicating advertising are incurred and
expensed as the advertisement is broadcast. All other advertising costs are
expensed as incurred. The Company also pays royalties for the promotion of its
product. Such royalties are recorded as advertising expense as the royalties are
earned. Advertising expense was approximately $10.5 million, $6.8 million and
$156,000 for the years ended December 31, 2000, 1999 and 1998, respectively. The
Company also had $6.2 million of prepaid marketing costs at December 31, 1999,
which were being amortized over the terms of the underlying contracts. In
connection with the Company's phase-out of its Internet postage business, $4.4
million of prepaid advertising, representing unamortized costs that had no
future economic benefit, had been written-off as of December 31, 2000. The
write-off was included in restructuring costs. See Note 3.

  Income Taxes

     The Company computes and records income tax in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS
109"). Under FAS 109, the liability method is used to calculate deferred taxes.

  Stock-Based Compensation

     In accordance with the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS 123"), which
the Company adopted in 1996, the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB Opinion No. 25"), and related interpretations in accounting for stock
options. Under APB Opinion No. 25, if the exercise price of the stock options
equals or exceeds the fair value of the underlying stock on the date of grant,
no compensation expense is recognized. Options granted to consultants are
accounted for using the Black-Scholes method prescribed by FAS 123 in accordance
with Emerging Issues Task Force consensus No. 96-18. Deferred stock compensation
is amortized over the vesting period of the individual options, generally four
years, using the graded vesting method. The graded vesting method provides for
the amortization of the deferred stock compensation on an accelerated basis
which results in higher amortization in earlier years than the straight-line
method.

  Other Comprehensive Loss

     Comprehensive loss includes all changes in stockholders' equity during a
period, except those resulting from investments by owners and distributions to
owners. Other comprehensive loss comprises unrealized gains and losses on cash
equivalents, which have been immaterial to date. As a result, comprehensive loss
approximates net loss for all periods presented.

                                        27
<PAGE>   29
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  Concentrations

     For the year ended December 31, 2000, one customer accounted for 18% of net
product and services revenues. Three customers accounted for 51%, 23% and 16% of
net accounts receivable at December 31, 2000. One customer accounted for 21% of
net product and services revenues for the year ended December 31, 1999. Credit
is extended based on an evaluation of a customer's financial condition. The
Company generally does not require collateral. Bad debt expense has not been
significant in all periods presented.

     The Company's transportation management and receiving solutions products
are based on software technologies that are licensed from a single source. The
Company does not have an alternative source available for this technology.

  Reclassifications

     Certain prior-year amounts have been reclassified to conform with the
current year's presentation.

  Recent Accounting Pronouncements

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. The Company adopted SAB 101 during the
fourth quarter of 2000 and the adoption had no impact on the Company's financial
condition or results of operations.

     In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS
133"). The Company is required to adopt FAS 133 for the quarter ending March 31,
2001. FAS 133 establishes methods of accounting for derivative financial
instruments and hedging activities related to those instruments as well as other
hedging activities. Because the Company currently holds no derivative financial
instruments and does not currently engage in hedging activities, adoption of FAS
133 will not have a material impact on the Company's financial condition or
results of operations.

     In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation -- an Interpretation of APB No. 25" ("FIN 44"). FIN 44 clarifies
the application of APB 25 and, among other issues clarifies the following: the
definition of an employee for purposes of applying APB 25; the criteria for
determining whether a plan qualifies as a non-compensatory plan; the accounting
consequence of various modifications to the terms of the previously fixed stock
options or awards; and the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 is effective July 1, 2000, but certain
conclusions in FIN 44 cover specific events that occurred after either December
15, 1998 or January 12, 2000. The application of FIN 44 has not had a material
impact on the Company's financial position or results of operations.

 2. ACQUISITIONS

     In May 2000, the Company acquired all of the issued and outstanding shares
of Infinity Logistics Corporation and Automated Logistics Corp. These companies
provided transportation management and warehouse management solutions that
allowed customers to review carrier rates and shipping options, select a
carrier, print shipping labels, track shipments and create shipping reports. The
total purchase price was approximately $9.0 million and consisted of a cash
payment of $2.5 million, 1,164,000 shares of common stock with a fair market
value of $4.4 million, $0.9 million related to the value of assumed options,
$0.7 million of assumed liabilities and $0.5 million of acquisition related
costs. The total purchase price was allocated based

                                        28
<PAGE>   30
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

on available information, including an independent appraisal of the fair value
of assets acquired and liabilities assumed as follows (in thousands):

<Table>
<S>                                                           <C>
Acquired assets, net of assumed liabilities.................  $  320
Customer base...............................................   1,293
Core technology.............................................     696
Developed technology........................................     158
Workforce in place..........................................     297
Trade name..................................................      90
Acquired in-process research and development................   1,677
Deferred compensation.......................................   1,200
Goodwill....................................................   3,267
                                                              ------
Total purchase price........................................  $8,998
                                                              ======
</Table>

     The purchase price allocation includes $1.2 million of deferred
compensation, of which $0.9 million is related to 232,620 shares issued which
vest subject to continued employment of the stockholder and $0.3 million is
associated with certain of the assumed options.

     The purchase price allocation resulted in a $1.7 million charge related to
the value of acquired in-process research and development. The value of acquired
in-process research and development represents the appraised value of technology
in the development stage that had not yet reached economic and technological
feasibility. In reaching this determination, the Company used a present value
income approach and considered, among other factors, the stage of development of
each product, the time and resources needed to complete each product, and
expected income and associated risks. The stage of completion was determined by
estimating the costs and time incurred and the milestones completed to date
relative to the time and costs incurred to develop the in-process technology
into a commercially viable technology or product. The estimated net present
value of cash flows was based on incremental future cash flows from revenue
expected to be generated by the technology or product being developed. The core
technology, goodwill and other intangibles are being amortized on a
straight-line basis over periods from two to five years, the estimated useful
lives of these acquired assets.

     The acquisitions were accounted for as purchases. Accordingly, the results
of operations of Infinity and Automated Logistics subsequent to May 23, 2000 are
included in the Company's statements of operations. The unaudited pro forma
information presented in the table below represents the combined revenue, net
loss and net loss per share as if the acquisitions had taken place on January 1,
1999 and includes the amortization of goodwill and other intangible assets but
excludes the charge for acquired in-process research and development as it is
non-recurring.

<Table>
<Caption>
                                                        YEAR ENDED DECEMBER 31,
                                                        -----------------------
                                                           2000         1999
                                                        ----------    ---------
                                                            (IN THOUSANDS)
<S>                                                     <C>           <C>
Net product and services revenues.....................  $   6,381     $  3,825
Net loss..............................................  $(111,800)    $(57,244)
Net loss per share, basic and diluted.................  $   (2.98)    $  (3.14)
</Table>

     The pro forma results are not necessarily indicative of the results that
would have occurred if these acquisitions had taken place at the beginning of
each year presented and are not intended to be indicative of future results of
operations.

                                        29
<PAGE>   31
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 3. RESTRUCTURING COSTS

     During 2000, the Company undertook two corporate restructurings. In July
2000, the Company restructured its organization to focus on the development,
marketing and sales of its transportation management solutions and reduce
emphasis on its Internet postage business. In November 2000, the Company
restructured the organization to phase out its Internet postage business. The
Company incurred charges of approximately $20.3 million related to these
restructurings. In connection with the phase-out of the Internet postage
business, the Company allowed customers to return certain items purchased since
September 1, 2000 for a full refund. As a result, the Company did not recognize
revenue on Internet postage products in the fourth quarter of 2000 and recorded
a reserve for sales returns to cover the refund of Internet postage products
that occurred after September 1, 2000. Sales of Internet postage products
totaled $0.6 million from September 1, 2000 through November 2000..

     The restructuring charge included $2.3 million related to severance and
other employee costs associated with the elimination of 52 positions. Costs
associated with employee termination included severance pay and medical and
other benefits. All of the affected employees had been notified as of December
31, 2000. Of the 52 terminated employees, 32 had left the Company by December
31, 2000 and the remaining 20 employees will leave at various dates through
April 30, 2001.

     Asset write-offs as a result of the abandonment of the Internet postage
business totaled $13.3 million. This amount included $6.9 million related to
property and equipment, $4.6 million related to prepaid marketing and warranty
agreements, $1.4 million for inventory and $.4 million for accounts receivable.

     The Company also recorded charges totaling $2.9 million related to costs to
terminate various agreements with suppliers, partners and lessors arising from
the decision to phase our the Internet postage business.

     The Company expects the windup of the Internet postage line of business to
continue through approximately April 30, 2001. The restructuring charge includes
$1.8 million related to the costs to complete the shut down of this business.

                                        30
<PAGE>   32
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     The following table sets forth the restructuring activity during 2000.

<Table>
<Caption>
                                                                                               BALANCE,
                                                       CHARGES IN                            DECEMBER 31,
                                                          2000      CASH PAID   WRITE-OFFS       2000
                                                       ----------   ---------   ----------   ------------
                                                                         (IN THOUSANDS)
<S>                                                    <C>          <C>         <C>          <C>
Charged to restructuring expense:
  July restructuring:
       Employee termination costs....................   $   960      $  841      $    --        $  119
       Asset write-offs..............................     1,222          --        1,222            --
       Contract terminations.........................       211         211           --            --
                                                        -------      ------      -------        ------
                                                          2,393       1,052        1,222           119
                                                        -------      ------      -------        ------
  November restructuring:
       Employee termination costs....................     1,377         672           --           705
       Asset write-offs..............................    12,029          --       12,029            --
       Contract terminations.........................     2,687          --           --         2,687
       Operations shut-down..........................     1,805          --           --         1,805
                                                        -------      ------      -------        ------
                                                         17,898         672       12,029         5,197
                                                        -------      ------      -------        ------
  Subtotal...........................................   $20,291      $1,724      $13,251         5,316
                                                        =======      ======      =======
  Reserve for sales returns of Internet postage sales
     after September 1, 2000.........................                                              617
                                                                                                ------
          Total......................................                                           $5,933
                                                                                                ======
</Table>

 4. ACCRUED LIABILITIES

     At December 31, 2000 and 1999, accrued liabilities are comprised of the
following:

<Table>
<Caption>
                                                       DECEMBER 31,
                                                     ----------------
                                                      2000      1999
                                                     ------    ------
                                                      (IN THOUSANDS)
<S>                                                  <C>       <C>
Accrued payroll and other compensation expenses....  $  843    $2,810
Accrued legal expenses.............................     186     1,302
Accrued inventory costs............................      --       961
Accrued marketing expenses.........................     151       342
Other accrued liabilities..........................     960       221
                                                     ------    ------
                                                     $2,140    $5,636
                                                     ======    ======
</Table>

 5. BORROWINGS

     The Company had letters of credit outstanding amounting to $5.0 million as
of December 31, 2000.

     On July 12, 1999, the Company entered into a bridge loan financing
arrangement with a financial institution under which the Company borrowed $5.0
million under the facility. Amounts borrowed under the arrangement bore interest
at a rate of 13% per annum. The outstanding balance was fully repaid in August
1999.

     In connection with this financing, the Company granted the lender warrants
to purchase 48,496 shares of common stock with an exercise price of $8.25 per
share. These warrants expire in July 2004 and remain outstanding at December 31,
2000. The Company recorded the fair value of these warrants upon issuance of
approximately $85,000 as interest expense over the period the loan was
outstanding.

                                        31
<PAGE>   33
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

 6. REDEEMABLE CONVERTIBLE PREFERRED STOCK

     In August 1999, the Company issued 2,928,521 shares of Series C redeemable
convertible preferred stock at $10.31 per share.

     The redemption price for each share of preferred stock was equal to the
respective original issuance price plus a 10% compound annual rate of return.
During the period that the preferred stock was outstanding, the carrying amount
of all three series of redeemable convertible preferred stock was increased by
periodic accretions so that the carrying amount equaled the redemption amount at
the redemption date.

     Each share of preferred stock was convertible at the option of the holder
into shares of common stock at the then effective conversion ratio. Upon the
Company's initial public offering, each outstanding share of preferred stock
automatically converted into 1.25 shares of common stock.

 7. STOCKHOLDERS' EQUITY

  Sales of Common Stock

     On September 10, 1999, the Company issued 726,745 shares of its common
stock and warrants to purchase an additional 83,855 shares of common stock at an
exercise price of $0.01 per share to investors for cash proceeds of $5.0
million. The fair value of the common stock and warrants was deemed by
management to be $7.8 million and $1.0 million, respectively. The fair value of
the warrants was computed using the Black-Scholes method using the following
assumptions: expected volatility of 100%, expected life of 3 years, risk free
interest rate of 6.0% and expected dividend yield of 0.0%. The warrants were
exercised in 1999.

     In connection with the issuance of common stock and warrants, the Company
and the investors signed non-binding letters of intent to negotiate for a period
of up to one year to enter into definitive joint venture, joint marketing,
cooperation, or technology development agreements. The Company recorded the $3.8
million excess of the fair value of the common stock and warrants over the
consideration received as deferred distribution costs (as a contra equity
account). The balance was amortized to expense over the one year period covered
by the letter of intent. Amortization of deferred distribution costs amounted to
$2.9 million in 2000 and $0.9 million in 1999. At December 31, 2000, the balance
had been fully amortized.

  1999 Employee Stock Purchase Plan

     In September 1999, the board of directors and stockholders adopted the 1999
Employee Stock Purchase Plan. A total of 850,000 shares of common stock has been
reserved for issuance under the 1999 Purchase Plan. The 1999 Purchase Plan
permits eligible employees to acquire shares of the Company's common stock
through periodic payroll deductions of up to 15% of total compensation. No more
than 5,000 shares may be purchased on any purchase date per employee. Each
offering period will have a maximum duration of 24 months. The price at which
the common stock may be purchased is 85% of the lesser of the fair market value
of the Company's common stock on the first day of the applicable offering period
or on the last day of the respective purchase period. In 2000, 151,627 shares
were purchased at a weighted average price of $3.01. No shares were purchased in
fiscal 1999. At December 31, 2000, 698,373 shares remain available for future
issuance.

  Stock Option Plans

     Pursuant to the Company's 1996 Stock Option and Restricted Stock Plan, the
1999 Stock Plan, the 1996 Non-Employee Stock Option Plan and the 1999 Director
Option Plan (together, the "Plans"), the board of directors or one of its
designated committees are authorized to grant incentive stock options or
nonstatutory stock options to employees, officers and directors of the Company.
During the year ended December 31, 1999, the board of directors terminated the
1996 Stock Option and Restricted Stock Plan and the 1996

                                        32
<PAGE>   34
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Non-Employee Director Stock Option Plan with respect to future grants. As of
December 31, 2000, a total of 3,823,093 shares remain available for future
grants under the Plans.

     Stock options are limited to ten-year terms, and options generally vest at
the rate of 25% upon the first anniversary of the grant and 6.25% each quarter
thereafter. The exercise price for stock options may not be less than the fair
value of the shares on the date of grant for incentive stock options and is
subject to the discretion of the committee for nonstatutory stock options.
Restricted stock may be granted at no cost to recipients. Compensation expense,
if any, equal to the fair value of the restricted stock or stock options granted
in excess of the purchase or exercise price, is recognized over the related
vesting period using the graded vesting method.

     In May 2000, in connection with the acquisitions of Infinity Logistics
Corporation and Automated Logistics Corp., the Company assumed the option plans
of these companies and converted all outstanding options to purchase the common
stock of these companies to options to purchase E-Stamp common stock. The
assumed options have a maximum term of ten years and generally vest ratably over
two to four years on a monthly basis. No further options can be granted under
the Infinity and Automated Logistics plans.

     A summary of activity under the Company's Plans is as follows:

<Table>
<Caption>
                                                              OPTIONS OUTSTANDING
                                                          ---------------------------
                                              SHARES                     WEIGHTED-
                                             AVAILABLE     NUMBER         AVERAGE
                                             FOR GRANT    OF SHARES    EXERCISE PRICE
                                             ---------    ---------    --------------
                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                          <C>          <C>          <C>
Options outstanding at December 31,
  1997.....................................      361        2,089          $0.50
  Authorized...............................      938           --             --
  Granted..................................   (1,360)       1,360           0.55
  Exercised................................       --       (1,916)          0.42
  Repurchases of restricted stock..........       10           --             --
  Canceled.................................      255         (255)          0.41
                                              ------       ------
Options outstanding at December 31,
  1998.....................................      204        1,278           0.60
  Authorized...............................    5,381           --             --
  Granted..................................   (5,425)       5,425           4.18
  Exercised................................       --       (3,771)          0.96
  Repurchases of restricted stock..........      472           --             --
  Canceled.................................      672         (672)          2.03
                                              ------       ------
Options outstanding at December 31,
  1999.....................................    1,304        2,260           7.37
  Authorized...............................    1,120           --             --
  Granted..................................   (4,061)       4,061           4.30
  Assumption of option plans in
     acquisitions..........................       --          245           0.82
  Exercised................................       --          (76)          0.64
  Repurchases of restricted stock..........    2,180           --             --
  Canceled.................................    3,280       (3,280)          6.97
  Expired..................................       --           (1)          0.82
                                              ------       ------
Options outstanding at December 31,
  2000.....................................    3,823        3,209           3.67
                                              ======       ======
Exercisable at December 31, 2000...........                   745           2.85
                                                           ======
</Table>

                                        33
<PAGE>   35
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     The following table summarizes information about stock options outstanding
at December 31, 2000:

<Table>
<Caption>
                                         OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
                         ----------------------------------------------------    --------------------------------
                            OPTIONS           WEIGHTED-                             OPTIONS
                         OUTSTANDING AT        AVERAGE           WEIGHTED-       OUTSTANDING AT      WEIGHTED-
      RANGE OF            DECEMBER 31,        REMAINING           AVERAGE         DECEMBER 31,        AVERAGE
   EXERCISE PRICES            2000         CONTRACTUAL LIFE    EXERCISE PRICE         2000         EXERCISE PRICE
   ---------------       --------------    ----------------    --------------    --------------    --------------
                         (IN THOUSANDS)       (IN YEARS)                         (IN THOUSANDS)
<S>                      <C>               <C>                 <C>               <C>               <C>
$ 0.40 - 0.72........          266               8.61              $ 0.57             109              $ 0.51
$ 0.75...............        1,035               8.16                0.75              88                0.75
$ 0.82 - 1.47........          713               9.27                1.21             337                0.96
$ 1.75 - 6.88........          639               9.23                4.05             149                4.54
$10.19 - 21.88.......          525               9.02               12.20              52               12.70
$32.19...............           31               8.93               32.19              10               32.19
                             -----                                                    ---
                             3,209               8.80                3.67             745                2.85
                             =====                                                    ===
</Table>

  Stock-Based Compensation

     During 1995, the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123"), which became effective for the Company's 1996 fiscal
year. FAS 123 requires the Company to disclose the pro forma effect of the
method of accounting prescribed in FAS 123, which would generally require the
Company to record compensation expense equal to the fair value of a stock option
or employee stock purchase plan right on the grant date.

     The fair value of the Company's stock-based awards to employees prior to
the Company's initial public offering in October 1999 was estimated using the
minimum value method. Options and employee stock purchase plan rights granted
subsequent to the initial public offering have been valued using the
Black-Scholes pricing model using the following weighted average assumptions.

<Table>
<Caption>
                                                   YEAR ENDED DECEMBER 31,
                                             -----------------------------------
                                               2000         1999         1998
                                             ---------    ---------    ---------
<S>                                          <C>          <C>          <C>
Expected volatility........................    160%         200%*         0%
Expected life of options...................  3.5 years    3.5 years    4.0 years
Expected life of employee stock purchase
  plan rights..............................  1.2 years       NA           NA
Risk-free interest rate -- options.........    6.4%         6.0%         5.0%
Risk-free interest rate -- employee stock
  purchase plan rights.....................    6.0%          NA           NA
Expected dividend yield....................     0%           0%           0%
</Table>

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

* Prior to the Company's initial public offering in October 1999, expected
volatility was 0%.

                                        34
<PAGE>   36
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     For pro forma purposes, the estimated fair value of the Company's
stock-based awards to employees is amortized ratably over the award's vesting
period. If the Company had elected to recognize compensation cost based on the
fair value of the options granted at grant date as prescribed by FAS 123, net
loss and net loss per share would have increased to the pro forma amounts
indicated in the table below (in thousands except per share amounts):

<Table>
<Caption>
                                                YEARS ENDED DECEMBER 31,
                                            ---------------------------------
                                              2000         1999        1998
                                            ---------    --------    --------
<S>                                         <C>          <C>         <C>
Net loss attributable to common
  stockholders:
  As reported.............................  $(112,826)   $(57,496)   $(12,093)
                                            =========    ========    ========
  Pro forma...............................  $(115,728)   $(69,940)   $(12,667)
                                            =========    ========    ========
Net loss per share attributable to common
  stockholders, basic and diluted:
  As reported.............................  $   (3.04)   $  (3.32)   $  (0.92)
                                            =========    ========    ========
  Pro forma...............................  $   (3.12)   $  (4.04)   $  (0.97)
                                            =========    ========    ========
</Table>

     The weighted-average fair value of options granted during 2000, 1999 and
1998 was $3.79, $7.89 and $4.42, respectively. The weighted average fair value
of employee stock purchase plan rights granted in 2000 was $0.56.

  Deferred Stock Compensation

     The Company recorded deferred stock compensation of approximately $23.2
million and $3.6 million in 1999 and 1998, respectively, representing the
difference between the exercise price and the deemed fair value, for financial
reporting purposes, of the Company's common stock on the grant date for certain
of the Company's stock options granted to officers and employees. In the absence
of a public market for the Company's common stock, the deemed fair value was
determined by the Company's board of directors and was based on the price per
share of sales of equity securities to third parties. In 2000, the Company
recorded deferred stock compensation of $1.2 million related to the acquisition
of Infinity Logistics Corporation and Automated Logistics Corp. Approximately
$0.9 million of this amount related to an agreement with a stockholder of
Infinity Logistics Corporation and Automated Logistics Corp. to remain an
employee of the Company for a two-year period. The remainder related to stock
options that were assumed by the Company. The amounts related to stock options
are being amortized by charges to operations over the vesting periods of the
individual stock options using the graded vesting method. The amount related to
the agreement with the stockholder of Infinity Logistics Corporation and
Automated Logistics Corp. is being amortized on a straight-line basis over the
two-year vesting period. Amortization expense amounted to approximately $8.0
million, $10.6 million and $0.9 million in 2000, 1999 and 1998, respectively.

     In August 1999, the Company granted 187,500 shares of common stock to two
Company executives. On the date of grant, the Company recorded approximately
$1.8 million of compensation expense.

     During 2000, the Company reversed approximately $3.9 million of deferred
stock compensation related to unvested stock options that were forfeited upon
the employee's termination of employment.

  Stock Subject to Rescission

     Shares issued under the Company's 1996 Employee Plan, 1996 Director Plan
and 1999 Stock Plan (the "Plans") prior to October 14, 1999 may not have
qualified for exemption from registration or qualification under federal and
state securities laws and therefore may be subject to rescission.

                                        35
<PAGE>   37
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     On February 2, 2000, the Company filed a rescission offer for 5,682,341
shares of common stock pursuant to a registration statement filed under the
Securities Act of 1933, as amended, covering shares of common stock issued under
the Plans. The Company currently intends to file a request to withdraw the
registration statement. Because the Act does not provide that a rescission offer
will terminate a purchaser's right to rescind a sale of stock and a significant
portion of the shares have been resold for a price in excess of the original
purchase price paid by the optionees, the Company does not intend to extend the
rescission offer to the optionees. Management believes that the Company does not
have a contingent liability resulting from the issuance of stock to these
optionees that would materially and adversely impact the results of operations
or financial position of the Company.

     Shares subject to rescission have been included in stockholders' equity in
the accompanying balance sheets.

  Stock Subject to Repurchase

     As of December 31, 2000 and 1999, the Company had 425,882 and 3,358,570
shares of common stock outstanding, respectively, that were subject to
repurchase. All of the shares subject to repurchase at December 31, 1999 and
193,262 shares at December 31, 2000 are the result of the exercise of unvested
stock options by employees in exchange for notes and cash. These shares vest
over the four-year vesting period of the underlying exercised stock options. At
December 31, 2000, the remaining 232,620 shares subject to repurchase relate to
the earn-out agreement entered into in connection with the acquisition of
Infinity Logistics Corporation and Automated Logistics Corp. The right to
repurchase these shares is at the sole discretion of the Company.

     In September 2000, the Company repurchased unvested shares as part of the
severance arrangement from two terminated employees at a price exceeding the
fair value of the stock at the date of repurchase. The Company recorded expense
of $0.6 million in connection with the repurchase, which is included in
restructuring costs.

  Notes Receivable from Stockholders

     In 1999 and 1998, the Company received $3.1 million and $0.7 million,
respectively, of full recourse notes receivable from employees that bear
interest at 6% per annum in consideration for the exercise of stock options.
Interest on the notes is payable annually on the anniversary date of the note
and principle is due on the earlier of the fifth anniversary of the note or 90
days after termination of employment. In 2000 and 1999, the Company received
payments on the notes of $247,000 and $168,000, respectively. In 2000 and 1999,
the Company canceled notes totaling $2.7 million and $27,000, respectively, in
connection with the repurchase of shares or rescission of option exercises upon
termination of certain note holders.

     In October 2000, the Company allowed four officers to rescind their
exercise of stock options with respect to the unvested portion of the shares
exercised. A total of 1,304,687 shares were returned to the Company in exchange
for the cancellation of promissory notes totaling $1.1 million. In connection
with the rescission, the Company recognized compensation expense of $121,000.
The Company granted to two of the officers replacement options for a total of
1,035,156 shares at an exercise price of $0.75 per share, the fair market value
on the date of the grant. In accordance with APB Opinion No. 25 and Financial
Accounting Standards Board Interpretation No. 44, no compensation expense was
recognized in connection with the replacement option because the exercise price
was equal to the fair market value on the date of grant and also was in excess
of the exercise price for the options that were rescinded.

                                        36
<PAGE>   38
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  Shares Reserved

     As of December 31, 2000, the common shares reserved for future issuance
were as follows (in thousands):

<Table>
<S>                                                           <C>
Stock options...............................................  7,032
Employee stock purchase plan................................    698
Warrants....................................................     48
                                                              -----
          Total shares reserved.............................  7,778
                                                              =====
</Table>

 8. EMPLOYEE BENEFIT PLAN

     Effective April 1, 1996, the Company established a 401(k) plan, the E-Stamp
Corporation Benefit Plan (the "Plan"). The Plan provides for a Company match of
employee contributions equal to 50% of employee contributions up to 4% of their
compensation. Employees are eligible to participate in the Plan at the beginning
of the month following the first day of employment. The terms of the Plan are
subject to change as determined by management. The Company made contributions in
2000, 1999 and 1998 of approximately $218,000, $101,000 and $59,000,
respectively.

9. INCOME TAXES

     Due to operating losses, no income tax provision has been recorded for
2000, 1999 and 1998.

     Significant components of the Company's deferred tax assets and liabilities
for federal and state tax purposes are as follows:

<Table>
<Caption>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
                                                            (IN THOUSANDS)
<S>                                                      <C>         <C>
Net operating loss carryforwards.......................  $ 51,400    $ 15,100
Research and development credit carryforwards..........     2,100       1,500
Capitalized research and development...................    15,200       9,300
Capitalized start-up costs.............................     2,200       1,500
Other..................................................     4,100       6,500
                                                         --------    --------
Total deferred tax assets..............................    75,000      33,900
Valuation allowance....................................   (75,000)    (33,900)
                                                         --------    --------
Net deferred tax assets................................  $     --    $     --
                                                         ========    ========
</Table>

     FAS 109 provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Based upon the weight of available
evidence, which includes the Company's historical operating performance and the
reported cumulative net losses in prior years, the Company has provided a full
valuation allowance against its net deferred tax assets.

     The valuation allowance increased by $23.7 million during the year ended
December 31, 1999.

     As of December 31, 2000, the Company had federal and state net operating
loss carryforwards of approximately $133.6 million and $80.5 million,
respectively. The net operating loss carryforwards will expire at various dates
beginning in 2005 through 2020, if not utilized. The Company also had federal
and state research and development tax credit carryforwards of approximately
$1.5 million and $0.9 million, respectively. The federal and state tax credit
carryforwards will expire at various dates beginning in 2011 through 2020, if
not utilized

                                        37
<PAGE>   39
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Utilization of the net operating loss carryforwards may be subject to a
substantial annual limitation due to the ownership change limitations provided
by the Internal Revenue Code and similar state provisions. The annual limitation
may result in the expiration of net operating loss carryforwards before
utilization.

10. COMMITMENTS

     The Company entered into an operating lease agreement on February 25, 2000
for office space in Mountain View, California. The term of the lease is seven
years and there are no renewal terms. The rental commitments relating to this
lease for the years 2001, 2002, 2003, 2004, 2005 and thereafter are $3.6
million, $3.7 million, $3.8 million, $3.9 million, $4.0 million and $4.8
million, respectively. Prior to entering into this lease agreement, the Company
had various leases and subleases for facilities in California and Texas, all of
which had expired or had been terminated as of December 31, 2000. Rental
expenses under all operating leases were $4,247,000, $853,000 and $554,000 for
2000, 1999 and 1998, respectively.

     Assets capitalized under capital leases totaled approximately $80,000 and
$94,000 at December 31, 2000 and 1999, respectively and are included in
computers and furniture and fixtures. Accumulated amortization related to assets
under capital leases totaled $72,000 and $74,000 at December 31, 2000 and 1999,
respectively.

     At December 31, 2000, aggregate noncancelable advertising commitments
related to the Internet postage business total approximately $2.5 million. This
amount has been accrued and included in restructuring costs.

11. LOSS PER SHARE

     Loss per share has been computed in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("FAS 128"), which requires
disclosure of basic and diluted earnings per share. Basic loss per share
excludes any dilutive effects of options, shares subject to repurchase, warrants
and convertible securities. The Company's potentially dilutive securities were
antidilutive and therefore were not included in the computation of
weighted-average shares used in computing diluted loss per share. Therefore, the
Company's basic and diluted loss per share are the same.

     The following table presents the calculation of basic and diluted loss per
share (in thousands, except per share data):

<Table>
<Caption>
                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2000        1999       1998
                                                              ---------   --------   --------
<S>                                                           <C>         <C>        <C>
Basic and diluted:
  Net loss..................................................  $(112,826)  $(55,410)  $(10,710)
  Accretion on redeemable convertible preferred stock.......         --     (2,086)    (1,383)
                                                              ---------   --------   --------
  Net loss attributable to common stockholders..............  $(112,826)  $(57,496)  $(12,093)
                                                              =========   ========   ========
  Weighted-average shares of common stock outstanding.......     39,251     20,240     14,044
  Less: weighted-average shares subject to repurchase.......     (2,107)    (2,927)      (969)
                                                              ---------   --------   --------
  Shares used in computing basic and diluted net loss per
     share..................................................     37,144     17,313     13,075
                                                              =========   ========   ========
  Net loss per share, basic and diluted.....................  $   (3.04)  $  (3.32)  $  (0.92)
                                                              =========   ========   ========
</Table>

     The Company has excluded all redeemable convertible preferred stock,
outstanding stock options, warrants and shares subject to repurchase from the
calculation of diluted net loss per share because all such securities are
antidilutive for all periods presented. The total number of shares excluded from
the calculations of diluted net loss per share were 3,683,000, 5,667,000 and
7,711,000 for the years ended December 31, 2000,

                                        38
<PAGE>   40
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1999 and 1998, respectively. Such securities, had they been dilutive, would have
been included in the computations of diluted net loss per share using the
treasury stock method.

12. CONTINGENCIES

  Pitney Bowes Litigation

     On June 10, 1999, Pitney Bowes filed suit against the Company in the U.S.
District Court for the District of Delaware alleging infringement of Pitney
Bowes patents. The suit alleges that the Company is infringing seven patents
held by Pitney Bowes related to postage application systems and seeks treble
damages, a preliminary and permanent injunction from further alleged
infringement, attorneys' fees and other unspecified damages. On July 30, 1999,
the Company filed its answer to Pitney Bowes' complaint in which the Company
denies all allegations of patent infringement and asserts affirmative and other
defenses based on statutory and common law grounds, including inequitable
conduct on the part of Pitney Bowes in its procurement of patents in proceedings
before the U.S. Patent and Trademark Office. As part of the answer, the Company
also brought various counterclaims against Pitney Bowes claiming Pitney Bowes'
violation of Section 2 of the Sherman Act and intentional and tortious
interference with E-Stamp's business relations based, in part, upon the
Company's allegations that Pitney Bowes has unlawfully maintained its monopoly
power in the postage metering market through a scheme to defraud the U.S. Patent
and Trademark Office and its efforts to discourage potential investors and
businesses from investing and entering into agreements with E-Stamp. The
Company's suit seeks compensatory and treble damages, injunctive relief and
recovery of attorney's fees. On September 21, 1999, Pitney Bowes filed a motion
to strike or dismiss certain of E-Stamp's affirmative defenses and counterclaims
or, in the alternative, to bifurcate discovery and trial of those counterclaims.
On July 28, 2000, the U.S. District Court for the District of Delaware granted
Pitney Bowes' motion to bifurcate discovery and trial of certain of our defenses
and counterclaims. On April 14, 2000, Pitney Bowes filed a motion to amend their
original complaint seeking to assert one additional patent held by Pitney Bowes
and to remove one of the seven originally asserted patents held by Pitney Bowes.
On July 28, 2000, the U.S. District Court for the District of Delaware granted
Pitney Bowes' motion to amend. The Company is continuing to investigate the
claims against it as well as infringement by Pitney Bowes of its patents, and
may assert additional defenses or pursue additional counterclaims or independent
claims against Pitney Bowes in the future.

     Pendency of the litigation can be expected to result in significant
expenses to E-Stamp and the diversion of management time and other resources.
Management believes that the Company will not suffer a material adverse impact
on its results of operations or its financial position as a result of this
litigation.

13. SEGMENT REPORTING

     The Company operates in a single reportable segment. For the year 2000, the
Company's product lines included its transportation management and warehouse
management products and its Internet postage products. Prior to 2000, the
Company had only the Internet postage product line. For the year ended December
31, 2000, the transportation management and warehouse management product lines
generated revenues of $1.2 million and the Internet postage product line
generated revenues of $4.1 million. The Company's chief operating decision maker
does not review any information other than revenues on a product line or segment
basis.

     All of the Company's assets are located in the United States. The Company
had no significant revenues from outside the United States in any period
presented.

14. SUBSEQUENT EVENTS

     On February 22, 2001, the Company announced that it would implement a
reduction in force and eliminate 45 employees and contractors from its
workforce. The Company expects to record a corporate

                                        39
<PAGE>   41
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

restructuring charge of approximately $400,000 for the quarter ending March 31,
2001 in connection with this reduction in force.

     On March 16, 2001, a prior customer of E-Stamp, Mr. Joseph Pavel, filed a
purported consumer class action suit against the Company in the Supreme Court of
the State of New York, County of Kings. The suit alleges that the Company
breached its contracts with the plaintiff and other customers. The plaintiff
seeks unspecified damages and disgorgement of monies received in connection with
the sale of Internet postage products. Following the Company's motion to dismiss
the complaint on the grounds of improper venue and forum non conveniens, the
parties agreed to discontinue the New York action. The plaintiff filed a similar
complaint in California state court on or about May 24, 2001. The Company filed
its answer to the complaint on June 18, 2001. The Company is continuing to
investigate the claims against it and intends to vigorously defend this action.

     On April 9, 2001, the Company filed a complaint for declaratory relief
against Francotyp-Postalia, AG & Co. in the U.S. District Court for the Northern
District of California seeking a declaratory judgment for a dispute arising
under a letter agreement regarding certain marketing and promotional
arrangements and Francotyp-Postalia's purchase in July 1998 of Series B
preferred stock of the Company for $3,000,000. On April 26, 2001,
Francotyp-Postalia filed a complaint against the Company in the Chancery Court
of the State of Delaware, New Castle County regarding the dispute seeking
rescission of the original purchase of the preferred stock. On May 21, 2001, the
Company filed a motion to remove Francotyp-Postalia's action to the United
States District Court in Delaware. The Company is continuing to investigate the
claims against it and intends to vigorously defend this action.

     On April 19, 2001, the Company entered into a merger agreement with
Learn2.com, Inc., a provider of e-learning solutions. Pursuant to the merger
agreement, the Company and Learn2 will merge, with the Company remaining as the
surviving corporation. The merger is subject to certain conditions set forth in
the merger agreement, including a minimum net cash requirement, as defined in
the merger agreement, at the closing date and the approval of the stockholders
of the Company and Learn2. The merger agreement provides that if either the
Company or Learn2 terminates the merger agreement as a result of the other
company (i) failing to obtain the required vote of its stockholders or (ii)
withdrawing or altering its approval or recommendation of the merger agreement,
then a termination fee of $500,000 will be due and payable to the party. In
connection with the merger, the Company also announced that it would discontinue
its remaining transportation management solutions business prior to the
completion of the merger.

15. EVENTS SUBSEQUENT TO THE DATE OF REPORT OF INDEPENDENT AUDITORS (UNAUDITED)

     On April 25, 2001, Learn2 issued to the Company a convertible promissory
note in exchange for $2,000,000. The promissory note is convertible into 2,000
shares of Learn2 Series E preferred stock. The purchase and sale of the
promissory note was a material term of the merger agreement between the Company
and Learn2.

     On April 27, 2001, the Company sold all of its patent and patent
applications and certain trademarks and domain names related to its Internet
postage business to Stamps.com, Inc. for $7.5 million. The Company will record a
gain of approximately $7.5 million related to this transaction in the three
months ending June 30, 2001.

     On May 22, 2001, the Company sold its maintenance contracts and trademarks
related to the Company's DigitalShipper and e-Receive products to Data Track
Technologies of California, Inc. for cash proceeds of $55,000 and a promissory
note of $110,000.

     On June 8, 2001, the Board of Directors of the Company approved the
forgiveness of certain loans to officers in the aggregate amount of $380,000,
together with a tax gross-up on the forgiveness.

                                        40
<PAGE>   42
                              E-STAMP CORPORATION

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     On June 18, 2001, the Company entered into an agreement with Pitney Bowes,
Inc. to settle all litigation between the companies. The litigation, which
included patent infringement claims by Pitney Bowes and antitrust counterclaims
by the Company, was resolved without admission of liability. Under the
settlement agreement, each party released and covenanted not to sue the other in
connection with past activities, the Company agreed to an injunction against the
infringement of any patents asserted by Pitney Bowes in the litigation, and the
Company paid $2 million to Pitney Bowes. In connection with the settlement, the
Company recovered insurance proceeds of approximately $1.8 million.

     On August 2, 2001, the Company's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board.

     On August 3, 2001, Sales and Marketing Technologies, Inc. filed suit
against the Company and certain of its officers in the Superior Court of
California, San Mateo County, California, alleging breach of contract, fraud and
unfair competition in connection with a consulting agreement between the
plaintiff and the Company. The plaintiff seeks unspecified general and
compensatory damages, treble damages and equitable remedies. The Company is
investigating the claims against it and intends to vigorously defend this
action.

                                        41
<PAGE>   43

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

     Not applicable.

                                    PART III

ITEM 10.DIRECTORS AND OFFICERS OF THE COMPANY

     The following table sets forth our executive officers' and directors' ages
and positions as of December 31, 2000.

<Table>
<S>                                    <C>    <C>
Robert H. Ewald......................  53     President, Chief Executive Officer and
                                                Director
Edward F. Malysz.....................  41     Vice President, General Counsel,
                                              Secretary and Acting Chief Financial
                                                Officer
Roderick M. Witmond..................  37     Vice President, Business Development
Paul A. Goldman......................  39     Vice President, Sales and Marketing
Laurie L. Lindsey....................  45     Vice President, Product Development
Daniel P. Walsh......................  32     Vice President, Operations
Marcelo A. Gumucio...................  63     Chairman of the Board
John V. Balen(1).....................  40     Director
Thomas L. Rosch(2)...................  38     Director
Peter G. Boit........................  41     Director
Adam Wagner(1).......................  42     Director
Rebecca Saeger(2)....................  45     Director
Robert J. Cresci(1)..................  57     Director
</Table>

---------------
(1) Member of Audit Committee

(2) Member of Compensation Committee

     Robert H. Ewald has been our President and Chief Executive Officer since
February 1999 and has been a Director since January 1999. From July 1996 to July
1998, Mr. Ewald held various executive positions at Silicon Graphics, Inc., a
manufacturer of computer workstations, servers and supercomputers, most recently
as Executive Vice President and Chief Operating Officer. From August 1984 to
June 1996, Mr. Ewald held various management and Executive positions with Cray
Research, Inc., a manufacturer of high performance computers, including
President and Chief Operating Officer. Before joining Cray Research, Inc., Mr.
Ewald led the Computing and Communications Division of the Los Alamos National
Laboratory and was responsible for providing computing and communications
services to government customers nationwide between 1980 and 1984. Mr. Ewald is
currently a director of Ceridian, Inc., an information technology services
company, and a member of the President's Information Technology Advisory
Committee chartered by the White House. Mr. Ewald received his B.S. in civil
engineering from the University of Nevada and his M.S. in civil engineering from
the University of Colorado.

     Edward F. Malysz has been our Vice President, General Counsel and Secretary
since June 1999. In April 2000, Mr. Malysz assumed the additional role of Acting
Chief Financial Officer. From July 1993 to June 1999, Mr. Malysz held various
legal positions with Silicon Graphics, Inc., a manufacturer of computer
workstations, servers and supercomputers, most recently serving as Senior
Corporate Counsel. From August 1988 to July 1993, Mr. Malysz was a transactional
lawyer with the law firm of Berliner Cohen. From August 1982 to December 1984,
Mr. Malysz was a certified public accountant with Arthur Young & Company, an
accounting firm. Mr. Malysz received his B.A. in economics from the University
of California, Santa Barbara and J.D. from Santa Clara University.

     Roderick M. Witmond joined E-Stamp in August 1999 and currently serves as
Vice President, Business Development. He has also served as Vice President,
Operations, Vice President, Strategic Development and Vice President, Shipping,
Mailing and Supplies Business Unit. From July 1995 to August 1999, Mr. Witmond
                                        42
<PAGE>   44

was a Principal Consultant with the Government Consulting Practice of
PricewaterhouseCoopers. Mr. Witmond received his B.S. from London University in
London, England and his M.B.A. from the University of Virginia.

     Paul A. Goldman joined E-Stamp in May 2000 with the acquisition of Infinity
Logistics, and currently serves as Vice President, Sales and Marketing. From
January 1990 to May 2000, Mr. Goldman was President of Automated Logistics. In
May 1998, Mr. Goldman founded Infinity Logistics and served as President and CEO
from May 1998 to May 2000. Prior to May 1998 Mr. Goldman was Area Sales Manager
of the Northwest Pacific Region at Pitney Bowes. Mr. Goldman received his B.A.
in Marketing from Boston College.

     Laurie L. Lindsey has been our Vice President, Product Development since
April 2000. From August 1997 to February 2000, Ms. Lindsey was Director of the
EcoTOOLS Product Center for Compuware. From February 1992 to June 1997, Ms.
Lindsey was Director of Engineering at Novell, Inc. Ms. Lindsey received her
B.S. in Mathematics and Computer Science from University of California,
Riverside, and her M.S. in Computer Science from California State University,
Fullerton.

     Daniel P. Walsh has been our Vice President, Operations since November
2000. Mr. Walsh joined E-Stamp in June 2000. From March 1995 to June 2000, Mr.
Walsh held various positions at Visa International, including Department Head of
Corporate Systems. From May 1991 to February 1995 Mr. Walsh held various
software development and management positions at Kraft Foods, in the areas of
corporate and operational software applications. Mr. Walsh also held various
software development positions from 1989 to 1991 at Harris Bank, Chicago, IL.
Mr. Walsh received his B.S. in Business from Indiana University.

     Marcelo A. Gumucio has served as Chairman of the Board since November 1998.
Mr. Gumucio is Managing Partner of Gumucio, Burke and Associates, a private
investment firm that he co-founded in 1992. From April 1996 to July 1997, Mr.
Gumucio was Chief Executive Officer of Micro Focus PLC, an enterprise software
provider. He has also served as a member of the Micro Focus' board of directors
since January 1996. Before joining Micro Focus, Mr. Gumucio was President and
Chief Executive Officer of Memorex Telex NV between 1992 and 1996. Mr. Gumucio
currently serves on the board of directors of BidCom, Inc., Digital Island and
Burr Brown Corporation and serves as Chairman of the boards of WebSentric and
NetFreight. Mr. Gumucio received his B.S. in mathematics from the University of
San Francisco and M.S. in applied mathematics and operations research from the
University of Idaho. Mr. Gumucio is also a graduate of the Harvard Business
School Advanced Management Program.

     John V. Balen has served on the Board of Directors since July 1998. Mr.
Balen joined Canaan Partners, a national venture capital investment firm, in
September 1995 where he is currently a general partner. From June 1985 to June
1995, Mr. Balen served as Managing Director of Horsley Bridge Partners, a
private equity investment management firm. Mr. Balen currently serves on the
board of directors of Intraware and Commerce One. Mr. Balen received his B.S. in
electrical engineering and M.B.A. from Cornell University.

     Thomas L. Rosch has served on the Board of Directors since September 1997.
Mr. Rosch joined InterWest Partners in January 2000 where he is currently
general partner and managing director. InterWest Partners is a Silicon
Valley-based venture capital firm that invests in information technology and
health care companies. Previously, Mr. Rosch was a partner at AT&T Ventures from
December 1996 to January 2000. AT&T Ventures is an independent venture capital
fund that invests in information technology companies. Prior to AT&T Ventures,
Mr. Rosch served as a senior member of The Boston Consulting Group from November
1989 to November 1996. Mr. Rosch received his A.B. in government and philosophy
from Harvard University and J.D./M.B.A. from Stanford University.

     Peter G. Boit has served on the Board of Directors since July 2000. Since
1994, Mr. Boit has been with Microsoft Corporation in various positions,
including Sales Manager, Director of Licensing, General Manager of Licensing,
and most recently as Vice President of e-Commerce. Since January 2000, he has
served as a director for Vertaport, a privately held company. Mr. Boit received
his B.A. in English from the University of Vermont and M.B.A from the Kellogg
Graduate School of Management at Northwestern University.

                                        43
<PAGE>   45

     Adam Wagner has served on the Board of Directors since November 1996. Mr.
Wagner is the founder and principal of Neo Ventures, LLC, a privately held
investment firm, since its formation in September 1999. From June 1992 until
September 1999, Mr. Wagner served as Vice President, Investments at Wagner &
Brown, Ltd., a closely-held oil and gas investment company. Mr. Wagner currently
serves on the board of directors of Advanced Data Analysis and Preservation
Technology, Inc., Innotek Powder Coatings, L.L.C. and SeaSound, LLC Mr. Wagner
received his B.S. in geology from the University of Oklahoma and M.B.A. from the
University of Southern California.

     Rebecca Saeger has served on the Board of Directors since September 1999.
Since June 1997, Ms. Saeger has served as Executive Vice President of Brand
Marketing for VISA U.S.A., a provider of payment products and services. From
June 1991 to May 1997, Ms. Saeger served in various positions at Foote, Cone &
Belding San Francisco, an advertising agency, including Senior Vice President,
Group Management Supervisor and Director of Account Management. From June 1980
to April 1991, Ms. Saeger worked at Ogilvy and Mather New York, an advertising
agency, where she held a variety of positions, including most recently, Senior
Vice President, Group Director. Ms. Saeger received her B.A. from Muhlenberg
College and M.B.A. from the Wharton School of Business, University of
Pennsylvania.

     Robert J. Cresci has served on the Board of Directors since October 1999.
Since 1990, Mr. Cresci has served as a Managing Director of Pecks Management
Partners Ltd., which specializes in managing portfolios of public and private
convertible securities for institutional clients. Mr. Cresci currently serves on
the board of directors of Sepracor, Inc., Aviva Petrolium Ltd., Film Roman,
Inc., Castle Dental Centers, Inc., j2 Global Communications, Inc., Candlewood
Hotel Co. and SeraCara, Inc. Mr. Cresci is a graduate of the United States
Military Academy at West Point and received an MBA from Columbia University.

CLASSIFIED BOARD

     Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. Marcelo A. Gumucio and Adam Wagner have been designated Class
II directors whose terms expire at the 2001 annual meeting of stockholders.
Peter Boit, John V. Balen and Rebecca Saeger have been designated as Class III
directors whose terms expire at the 2002 annual meeting of stockholders. Robert
H. Ewald, Thomas L. Rosch and Robert J. Cresci have been designated Class I
directors whose terms will expire at the 2003 annual meeting of stockholders.
This classification of the board of directors may delay or prevent a change in
control of our company or in our management.

     Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors, officers or key
employees.

BOARD COMMITTEES

     We established an audit committee and a compensation committee in July
1998.

     Our audit committee currently consists of Messrs. Balen, Wagner and Cresci.
Among other duties, the audit committee reviews our internal accounting
procedures and consults with and reviews the services provided by our
independent auditors.

     Our compensation committee currently consists of Mr. Rosch and Ms. Saeger.
The compensation committee reviews and recommends to the board of directors the
compensation and benefits of our employees.

DIRECTOR COMPENSATION

     Except for our Chairman of the Board, we do not currently compensate our
directors in cash for their service as members of the board of directors,
although we reimburse our directors for expenses in connection with attendance
at board of director and compensation committee meetings. We currently pay Mr.
Gumucio $9,537 per month for his service as Chairman of the Board. In addition,
we provide Mr. Gumucio with health coverage and other employee benefits, and
have agreed to provide Mr. Gumucio and his dependents with
                                        44
<PAGE>   46

continued health coverage until Mr. Gumucio reaches the age of 65. Under our
stock option plan, directors are eligible to receive stock option grants at the
discretion of the board of directors or other administrator of the plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5
with the SEC. Such officers, directors and 10% stockholders are also required by
SEC rules to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of the copies of such forms received by us, we believe
that, during the fiscal year ended December 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and 10% stockholders were
satisfied, except that Peter Boit and Paul Goldman each filed a Form 3 late and
Adam Wagner filed a Form 4 late.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The table below summarizes the compensation earned for services rendered to
us in all capacities for the fiscal years ended December 31, 2000, December 31,
1999 and December 31, 1998 by our chief executive officer, our next three most
highly compensated executive officers and our two most highly compensated former
executive officers who earned more than $100,000 during the fiscal year ended
December 31, 2000. These executives are referred to as the Named Executive
Officers elsewhere in this document.

<Table>
<Caption>
                                                                        LONG-TERM
                                                                      COMPENSATION
                                                                         AWARDS
                                                                      -------------
                                                                       SECURITIES
                                              ANNUAL COMPENSATION      UNDERLYING
                                             ---------------------       OPTIONS        ALL OTHER
    NAME AND PRINCIPLE POSITION      YEAR    SALARY($)    BONUS($)    (# OF SHARES)    COMPENSATION
    ---------------------------      ----    ---------    --------    -------------    ------------
<S>                                  <C>     <C>          <C>         <C>              <C>
Robert H. Ewald....................  2000    $296,657     $100,000        928,906        $273,398(3)
  President and Chief                1999     227,169      125,000      1,626,250         862,084(4)
  Executive Officer                  1998          --           --             --              --
Edward F. Malysz...................  2000     150,024       50,000         60,000          60,635(5)
  Vice President, General Counsel,   1999      73,235       70,500(9)     187,500           2,125(7)
  Secretary and Acting Chief         1998          --           --             --              --
  Financial Officer
Roderick M. Witmond................  2000     166,500       54,000         85,000          66,955(6)
  Vice President,                    1999      62,826       40,000(9)     187,500           1,425(7)
  Business Development               1998          --           --             --              --
Laurie L. Lindsay..................  2000     139,346       18,000        340,000           2,841(7)
  Vice President,                    1999          --           --             --              --
  Product Development                1998          --           --             --              --
Nicole Egan........................  2000     115,001      146,668             --           3,146(7)
  Vice President,                    1999     172,819      182,268(9)      62,500           1,448(7)
  Marketing and Sales(1)             1998     128,750       28,000         35,000              --
Thomas J. Reinemer.................  2000     138,599       82,693             --          50,404(8)
  Vice President,                    1999     160,342      139,072(9)          --           2,860(7)
  International(2)                   1998     128,750       28,000         35,000              --
</Table>

---------------
(1) Ms. Eagan served as Vice President, Marketing and Sales from July 1999 until
    May 2000 and as Vice President, Marketing and Business Development from May
    1996 until July 1999.

(2) Mr. Reinemer served as Vice President, International from March 1999 to
    September 2000 and as Vice President, Operations from August 1996 until
    March 1999.

(3) Includes $270,523 for forgiveness of a portion of a loan and E-Stamp's
    contributions to its 401(k) plan in 2000 on behalf of Mr. Ewald.

                                        45
<PAGE>   47

(4) Includes $860,000 for a stock bonus award and E-Stamp's contributions to its
    401(k) plan in 1999 on behalf of Mr. Ewald.

(5) Includes $58,008 for stock repurchased at a price exceeding the fair value
    of the stock at the date of repurchase and E-Stamp's contributions to its
    401(k) plan in 2000 on behalf of Mr. Malysz.

(6) Includes $63,408 for stock repurchased at a price exceeding the fair value
    of the stock at the date of repurchase and E-Stamp's contributions to its
    401(k) plan in 2000 on behalf of Mr. Witmond.

(7) Represents E-Stamp's contributions to its 401(k) plan on behalf of the Named
    Executive Officers.

(8) Includes severance pay of $46,816 and E-Stamp's contributions to its 401(k)
    plan in 2000 on behalf of Mr. Reinemer.

(9) Performance bonuses applicable to 1999 but paid in 2000 are shown as bonuses
    for 1999.

                                        46
<PAGE>   48

OPTION GRANTS IN THE LAST FISCAL YEAR

     The following table sets forth information with respect to stock options
granted to each of the Named Executive Officers in the fiscal year ended
December 31, 2000, including the potential realizable value over the ten-year
term of the options, based on assumed rates of stock appreciation of 5% and 10%,
compounded annually, and based upon the fair market value at the date of grant
as determined by the board of directors which was equal to the exercise price.
These assumed rates of appreciation comply with the rules of the Securities and
Exchange Commission and do not represent our estimate of future stock price.
Actual gains, if any, on stock option exercises will be dependent on the future
performance of our common stock.

     In the fiscal year ended December 31, 2000, we granted options to purchase
up to an aggregate of 4,061,299 shares to employees, directors and consultants.
All options were granted under our 1996 Stock Option and Restricted Stock Plan
or our 1999 Stock Plan at exercise prices at or above the fair market value of
our common stock on the date of grant. All options have a term of ten years.
Optionees may pay the exercise price by cash, certified check, or delivery of
already-owned shares of our common stock. The option shares vest pursuant to
various schedules.

<Table>
<Caption>
                                            INDIVIDUAL GRANTS
                                    ----------------------------------
                                                   % OF
                                                   TOTAL                              POTENTIAL REALIZABLE
                                                  OPTIONS                               VALUE AT ASSUMED
                                                  GRANTED                                ANNUAL RATES OF
                                    NUMBER OF       TO                                     STOCK PRICE
                                    SECURITIES   EMPLOYEES                              APPRECIATION FOR
                                    UNDERLYING    IN LAST    EXERCISE                      OPTION TERM
                                     OPTIONS      FISCAL       PRICE     EXPIRATION   ---------------------
               NAME                 GRANTED #      YEAR      ($/SHARE)      DATE       5%($)       10%($)
               ----                 ----------   ---------   ---------   ----------   --------   ----------
<S>                                 <C>          <C>         <C>         <C>          <C>        <C>
Robert H. Ewald...................    14,500        0.36      $12.31      2/18/10     $112,277   $  284,533
                                      35,500        0.87       12.31      2/18/10      274,886      696,615
                                     878,906       21.64        0.75      2/18/09      330,212      798,047
Edward F. Malysz..................     9,000        0.22       12.31      2/18/10       69,689      176,607
                                       1,000        0.02       12.31      2/18/10        7,743       19,623
                                      16,571        0.41        1.47      9/18/10       15,307       38,791
                                      33,429        0.82        1.47      9/18/10       30,879       78,254
Roderick M. Witmond...............     9,000        0.22       12.31      2/18/10       69,689      176,607
                                       1,000        0.02       12.31      2/18/10        7,743       19,623
                                      19,697        0.49        1.47      9/18/10       18,195       46,108
                                      55,303        1.36        1.47      9/18/10       51,085      129,458
Laurie L. Lindsey.................    30,000        0.74       10.19      3/13/10      192,206      487,088
                                     120,000        2.95       10.19      3/13/10      768,824    1,948,350
                                      16,929        0.42        3.38      5/22/10       35,932       91,059
                                      73,071        1.80        3.38      5/22/10      155,095      393,040
                                      12,502        0.31        1.47      9/18/10       11,548       29,266
                                      87,498        2.15        1.47      9/18/10       80,824      204,823
Nicole Eagan......................    14,000        0.39       12.31      2/18/10      108,406      274,721
                                      16,000        0.39       12.31      2/18/10      123,892      373,967
Thomas J. Reinemer................    17,500        0.43       12.31      2/18/10      135,507      343,402
                                       2,500        0.06       12.31      2/18/10       19,358       49,057
</Table>

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following table describes for the Named Executive Officers their option
exercises for the fiscal year ended December 31, 2000, and exercisable and
unexercisable options held by them as of December 31, 2000.

     The "Value of Unexercised In-the-Money Options at December 31, 2000" is
based on a value of $0.1875 per share, the fair market value of our common stock
as of December 31, 2000, which was the closing price of our common stock on
December 29, 2000, as reported on the NASDAQ stock market, less the per share
exercise price, multiplied by the number of shares issued upon exercise of the
option. All options were granted

                                        47
<PAGE>   49

under our 1996 Stock Option and Restricted Stock Plan and our 1999 Stock Plan.
The option shares vest pursuant to various schedules.

<Table>
<Caption>
                                                              NUMBER OF SECURITIES
                                                             UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                              SHARES                         OPTIONS AT DECEMBER 31,       IN-THE-MONEY OPTIONS AT
                             ACQUIRED                                2000(#)                DECEMBER 31, 2000($)
                                ON        VALUE REALIZED   ---------------------------   ---------------------------
           NAME             EXERCISE(#)        ($)         EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
           ----             -----------   --------------   -----------   -------------   -----------   -------------
<S>                         <C>           <C>              <C>           <C>             <C>           <C>
Robert H. Ewald...........        --         $    --         87,891         841,015         $ --           $ --
Edward F. Malysz..........        --              --          6,250          53,750           --             --
Roderick M. Witmond.......        --              --          9,375          75,625           --             --
Laurie L. Lindsey.........        --              --         23,750         316,250           --             --
Nicole Eagan..............        --              --             --              --           --             --
Thomas J. Reinemer........    10,938          88,024             --              --           --             --
</Table>

RELATED PARTY TRANSACTIONS

     We entered into a merger agreement, an escrow agreement, and related
agreements with Paul Goldman in connection with our acquisition of Infinity
Logistics Corporation and Automated Logistics Corporation on May 23, 2000.
Commencing in May 2000, we paid two automotive leasing companies an aggregate of
$7,152.32 for two automobiles operated by Paul Goldman, our Vice President,
Sales.

     In connection with the early exercise of stock options held by officers Bo
Ewald, Ed Malysz, and Rod Witmond, we extended secured loans in the form of
promissory notes to each officer. The loans are secured pursuant to restricted
stock purchase agreements and related letter agreements between E-Stamp and each
officer. In October 2000, we repurchased certain of the shares held by Messrs.
Ewald, Malysz and Witmond, and reduced the principal amount remaining under the
promissory notes. The principal amounts currently outstanding under the notes
are $469,688, $70,313, and $56,250, respectively.

     Pursuant to a stock pledge agreement between E-Stamp and Marcelo Gumucio
and Carole Gumucio and a stock pledge agreement between E-Stamp and Robert
Ewald, as of April 9, 2001, we have the right to repurchase 15,000 and 4,374
shares of our common stock, respectively, upon an event of default under such
agreements. The stock pledge agreements were entered into in connection with a
$410,000 loan to Mr. Ewald and a $150,000 loan to the Gumucios. The purpose of
the loans was to pay the taxes incurred by both parties upon receipt of a
125,000 share stock bonus to Mr. Ewald and a 62,500 share stock bonus to Mr.
Gumucio. The loans are forgivable over 8 quarterly periods commencing on August
18, 1999, so long as Mr. Ewald and Mr. Gumucio remain in the service of E-Stamp.

     We have extended a loan to Robert Ewald pursuant to a Promissory Note dated
January 14, 2000, and we have entered into a related Stock Pledge Agreement with
Mr. Ewald in connection therewith. We retained the right to repurchase these
shares in the event of default.

     During 2000, we paid Microsoft Corporation the aggregate sum of $2,762.557
pursuant to the terms of a marketing arrangement. Microsoft owns 5.3% of our
issued and outstanding Common Stock.

     We have entered into Change of Control Severance Agreements with each of
our officers, which agreements provide for the payment of one year of base
salary, continued health coverage for a one year period, the forgiveness of
certain loans related to the early exercise of stock options and outplacement
services.

     We provide each officer with a quarterly retention bonus if such officer
remains employed by E-Stamp through the end of each quarter.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the compensation committee serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of our board of directors or compensation
committee.

                                        48
<PAGE>   50

     On June 7, 2000, we provided a relocation loan to Roderick Witmond in the
original principal sum of $400,000. The loan is due and payable on the earlier
of 90 days following the termination of his employment with E-Stamp or the fifth
anniversary of the loan. The loan will be partially forgiven in the amount of
$100,000 if Mr. Witmond remains employed by E-Stamp for the term of the loan and
in the amount of $200,000 if Mr. Witmond's employment with E-Stamp is terminated
as a result of a reduction in force or business combination. The loan is secured
by a deed of trust encumbering his residence.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     During 2000, we paid Microsoft Corp. the sum of $2,762,557 pursuant to the
terms of a marketing agreement. Microsoft owns 5.3% of the issued and
outstanding E-Stamp common stock. The following table sets forth certain
information regarding beneficial ownership of our Common Stock as of July 31,
2001 by (i) our Chief Executive Officer, (ii) each of the four other most highly
compensated executive officers of E-Stamp during the year ended December 31,
2000, (iii) any individual that would have qualified for category (ii) had they
be employed by us as an executive officer at year's end, and (iv) all those
known by us to be beneficial owners of more than five percent of outstanding
shares of our Common Stock. This table is based on information provided to us or
filed with the Securities and Exchange Commission by our directors, executive
officers and principal stockholders. Unless otherwise indicated in the footnotes
below, and subject to community property laws where applicable, each of the
named persons have sole voting and investment power with respect to the shares
shown as beneficially owned.

     Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o E-Stamp Corporation, 2051 Stierlin Court, Mountain View,
California 94043. Applicable percentage ownership in the following table is
based on 37,915,194 shares of Common Stock outstanding as of July 31, 2001.

                         PRINCIPAL STOCKHOLDER'S TABLE

<Table>
<Caption>
                                                  NUMBER OF SHARES    PERCENTAGE OF
                                                    BENEFICIALLY         SHARES
                NAME AND ADDRESS                       OWNED           OUTSTANDING
                ----------------                  ----------------    -------------
<S>                                               <C>                 <C>
Microsoft Corporation(1)........................     2,026,225             5.3%

DIRECTORS AND EXECUTIVE OFFICERS:
Robert H. Ewald(2)..............................     1,150,597             3.0%
Thomas J. Reinemer(3)...........................        36,500               *
Nicole Egan(4)..................................       102,941               *
Roderick M. Witmond(5)..........................        68,126               *
Edward F. Malysz(6).............................       125,442               *
Laurie L. Lindsey(7)............................        85,000               *
Marcelo A. Gumucio(8)...........................       470,222             1.2%
John V. Balen(9)................................     1,497,877             4.0%
Thomas L. Rosch.................................         2,780               *
Peter G. Boit...................................           500               *
Adam Wagner(10).................................       741,192             2.0%
Rebecca Saeger(11)..............................        25,000               *
Robert J. Cresci(12)............................       727,448             1.9%
All directors and executive officers as a group
  (10 persons)(13)..............................     4,741,058            12.3%
</Table>

---------------
  *  Less than 1% of the outstanding shares of common stock.

 (1) The address for Microsoft Corporation is One Microsoft Way, Redmond,
     Washington 98502.

 (2) Includes 370,312 shares issuable under options exercisable within 60 days
     of July 31, 2001.

 (3) Mr. Reinemer's employment as an officer terminated in September 2000.

                                        49
<PAGE>   51

 (4) Ms. Egan's employment as an officer terminated in May 2000.

 (5) Includes 21,251 shares issuable under options exercisable within 60 days of
     July 31, 2001. Mr. Witmond's employment as an officer terminated in May
     2001.

 (6) Includes 63,907 shares issuable under options exercisable within 60 days of
     July 31, 2001.

 (7) Includes 85,000 shares issuable under options exercisable within 60 days of
     July 31, 2001. Ms. Lindsey's employment as an officer terminated in May
     2001.

 (8) Includes 31,250 shares issuable under options exercisable within 60 days of
     July 31, 2001 and 139,907 shares are unvested and subject to a right of
     repurchase in favor of E-Stamp, which right lapses over time.

 (9) These shares are beneficially owned by Canaan Equity, L.P. Mr. Balen is a
     principal of Canaan Partners. Mr. Balen disclaims beneficial ownership of
     these shares.

(10) Includes 250,000 shares of common stock held by Wagner & Brown, Ltd., Mr.
     Wagner's former employer. Mr. Wagner has disclaimed beneficial ownership of
     these shares. Also includes 62,500 shares of common stock held by Wagner
     Family Partnership VI, of which Mr. Wagner is a partner. Mr. Wagner has a
     12.5% beneficial ownership of these shares. Includes 200,000 shares of
     common stock held in escrow and for which Mr. Wagner is an escrow agent.
     Wagner & Brown, Ltd. claims beneficial ownership of 38,280 shares and
     Wagner Family Partnership VI claims beneficial ownership of 9,560 shares.
     Includes 163,594 shares held by Wagner & Brown, Ltd., and 56,328 shares
     held by Wagner Family Partnership VI, in each case transferred by Unified
     Holdings, LLC. Mr. Wagner is a managing member of Unified Holdings, LLC.
     Includes 3,385 shares of common stock held by Wagner & Brown, Ltd. and
     3,385 shares of common stock held by Wagner Family Partnership VI. Includes
     2,000 shares held by Mr. Wagner's wife.

(11) Includes 25,000 shares issuable under options exercisable within 60 days of
     July 31, 2001.

(12) Includes 96,968 shares of common stock held by the Declaration of Trust for
     Defined Benefit Plans of Zeneca Holdings Inc., 145,490 shares of common
     stock held by the Declaration of Trust for Defined Benefit Plans of ICI
     American Holdings Inc. and 484,990 shares held by the Delaware State
     Employees' Retirement Fund. Such funds are managed by Pecks Management
     Partners Ltd., of which Mr. Cresci is a Managing Director. Mr. Cresci
     disclaims beneficial ownership of these shares.

(13) Includes 1,069,118 shares issued under the 1999 Stock Plan and 1996 Stock
     Option and Restricted Stock Plan which were vested and 139,907 shares which
     were unvested at June 21, 2001 and subject to a right of repurchase in
     favor of E-Stamp, which right lapses over time. Includes 500,051 shares
     issuable under options exercisable within 60 days of July 31, 2001.

OTHER TRANSACTIONS

     We have entered into indemnification agreements with each of our executive
officers and directors.

     We have granted options to our executive officers and some of our
directors.

     We currently pay Marcelo Gumucio $9,537 per month for his service as
Chairman of the Board.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Reference is made to "Related Party Transactions" contained in Item 11 of
this filing.

                                        50
<PAGE>   52

                                    PART IV

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

     (a)1. Financial Statements

     Reference is made to page 18 for a list of all financial statements and
schedules filed as a part of this report.

     2. Financial Statement Schedules

     None.

     3. Exhibits

     The exhibits listed under Item 14(c) hereof are filed as part of this
Annual Report on Form 10-K.

     (b) Reports on Form 8-K.

     On December 6, 2000, the Company filed a current report on Form 8-K
regarding the phase out of its Internet postage business.

     (c) Exhibits

     The following exhibits are filed with this report:

<Table>
<Caption>
 EXHIBIT
  NUMBER                            EXHIBIT TITLE
----------                          -------------
<C>          <S>
 3.1(1)      Certificate of Incorporation of Registrant.
 3.2(1)      Bylaws of Registrant.
 3.3(1)      Form of Amended and Restated Certificate of Incorporation of
             Registrant.
 3.4(1)      Form of Amended and Restated Bylaws of Registrant.
 3.5(1)      Certificates of Designation of Registrant relating to Series
             A Preferred Stock.
 3.6(1)      Certificates of Designation of Registrant relating to Series
             B Preferred Stock.
 3.7(1)      Certificates of Designation of Registrant relating to Series
             C Preferred Stock.
 3.8(1)      Amendment to Certificate of Incorporation of the Registrant.
 4.1(1)      Specimen Common Stock Certificate.
10.1(1)      Form of Indemnification Agreement between the Registrant and
             each of its directors and officers.
10.2(1)      1999 Stock Plan and form of agreements thereunder.
10.3(1)      1999 Employee Stock Purchase Plan and form of agreements
             thereunder.
10.4(1)      1999 Director Option Plan and form of agreements thereunder.
10.5(1)      1996 Stock Option and Restricted Stock Plan.
10.6(1)      1996 Non-Employee Director Stock Option Plan.
10.7(1)      Second Amended and Restated Investors Rights Agreement.
10.8(1)      Employment Agreement, dated March 29, 1996, between
             Registrant and Nicole Ward (Eagan).
10.9(1)      Employment Agreement, dated May 13, 1996, between Registrant
             and Martin Page l.
10.10(1)     Employment Agreement, dated July 27, 1996, between
             Registrant and Thomas Reinemer.
10.11(1)     Promissory Note, dated May 30, 1999, between Registrant and
             Robert H. Ewald.
10.12(1)     Crypto iButton Service Provider Agreement dated August 21,
             1998, between Registrant and Dallas Semiconductor
             Corporation.
10.13+(1)    Premium Partner Website Marketing Agreement dated July 1,
             1999, between Registrant and Microsoft Corporation.
10.14+(1)    America Online Strategic Marketing Agreement dated November
             13, 1998, between Registrant and America Online.
</Table>

                                        51
<PAGE>   53

<Table>
<Caption>
 EXHIBIT
  NUMBER                            EXHIBIT TITLE
----------                          -------------
<C>          <S>
10.15+(1)    Turnkey/Inventory Agreement dated June 1, 1999, between
             Registrant and Modus Media International.
10.16+(1)    Agreement for Services dated June 27, 1997 between
             Registrant and Pilot Network Services, Inc.
10.17(1)     Sublease Agreement dated February 2, 1999 between the
             Registrant and Electronics for Imaging, Inc.
10.18+(1)    Advertising and Promotion Agreement dated May 14, 1999
             between Registrant and Yahoo!, Inc.
10.19+(1)    Letter Agreement dated August 2, 1999 between Registrant and
             At Home Corporation.
10.20+(1)    Platinum Premier Partner Package Agreement dated June 25,
             1999 between Registrant, EarthLink Network, Inc. and
             EarthLink Operations, Inc.
10.21+(1)    Services Agreement dated September 24, 1999 between
             Registrant and Intuit Inc.
10.22++(2)   Cobranding and Promotion Agreement dated December 10, 1999
             between Registrant and eBay Inc.
10.23(2)     Promissory Note dated December 23, 1999, between Registrant
             and Marcelo Gumucio.
10.24(2)     Promissory Note dated January 14, 2000, between Registrant
             and Robert H. Ewald.
10.25(2)     Stock Pledge Agreement dated December 22, 1999 between
             Registrant and Marcelo Gumucio.
10.26(2)     Stock Pledge dated January 14, 2000 between Registrant and
             Robert H. Ewald.
10.27(3)     Office lease between EOP-Shoreline Technology Park, LLC and
             E-Stamp Corporation.
10.28(4)     Promissory Note dated June 7, 2000 between the Company and
             Roderick Witmond.
10.29(4)     Letter dated October 23, 2000 between the Company and Robert
             Ewald.
10.30(4)     Letter dated October 23, 2000 between the Company and Bruce
             White.
10.31(4)     Letter dated October 23, 2000 between the Company and Ed
             Malysz.
10.32(5)     Change of Control Severance Agreement between the Company
             and Robert H. Ewald.
10.33(5)     Change of Control Severance Agreement between the Company
             and Paul Goldman.
10.34(5)     Change of Control Severance Agreement between the Company
             and Laurie Lindsey.
10.35(5)     Change of Control Severance Agreement between the Company
             and Edward Malysz.
10.36(5)     Change of Control Severance Agreement between the Company
             and Daniel Walsh.
10.37(5)     Change of Control Severance Agreement between the Company
             and Roderick Witmond.
10.38(5)     Value Added Reseller Agreement between the Company (through
             Automated Logistics Corp, a.k.a. Evcor) and Aristo
             Computers, Inc. (now Kewill Electronic Commerce).
10.39(5)     Tracer VAR Agreement between Tracer Research Inc. (now
             Kewill Electronic Commerce) and the Company (a.k.a. Evcor
             Automated Logistics Corp.).
10.40(5)     Master Systems and Program Development Agreement amount
             Infonet Services Corporation, the Company (through Infinity
             Logistics Corporation) and Questco, Incorporated.
23.1         Consent of Ernst & Young LLP, Independent Auditors.
24.1         Power of Attorney (Included on Page 54).
</Table>

---------------
(1) Incorporated by reference from Registration Statement No. 333-85359, as
    amended, originally filed with the Securities and Exchange Commission on
    August 17, 1999.

(2) Incorporated by reference from Registration Statement No. 333-96013,
    originally filed with the Securities and Exchange Commission on February 2,
    2000.

(3) Incorporated by reference from Form 10-Q, filed August 14, 2000.

(4) Incorporated by reference from Form 10-Q, filed November 14, 2000.

(5) Incorporated by reference from Form 10-K, filed March 29, 2001.

 +  The registrant obtained confidential treatment of certain portions of this
    exhibit from the Commission. The omitted portions have been filed separately
    with the Commission.

                                        52
<PAGE>   54

 ++  The registrant is seeking confidential treatment of certain portions of
     this exhibit from the Commission. The omitted portions have been filed
     separately with the Commission.

     (d) Financial Statement Schedules.

     Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

                                        53
<PAGE>   55

                                   SIGNATURES

     Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Mountain View, California, on the 9th day of August, 2001.

                                          E-STAMP CORPORATION

                                          By:      /s/ ROBERT H. EWALD
                                            ------------------------------------
                                                      Robert H. Ewald
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Ewald and Edward Malysz and
each of them singly, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign this Annual Report on Form 10-K filed
herewith and any or all amendments to said report, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or his
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons in the capacities and on
the dates indicated below.

<Table>
<Caption>
                      SIGNATURE                                     TITLE                     DATE
                      ---------                                     -----                     ----
<C>                                                    <C>                               <S>
                 /s/ ROBERT H. EWALD                      President, Chief Executive     August 9, 2001
-----------------------------------------------------  Officer and Director (Principal
                   Robert H. Ewald                            Executive Officer)

                /s/ EDWARD F. MALYSZ                   Vice President and Acting Chief   August 9, 2001
-----------------------------------------------------    Financial Officer (Principal
                  Edward F. Malysz                         Financial and Accounting
                                                        Officer), General Counsel and
                                                                  Secretary

                          *                                 Chairman of the Board        August 9, 2001
-----------------------------------------------------
                 Marcelo A. Gumucio

                          *                                        Director              August 9, 2001
-----------------------------------------------------
                    John V. Balen

                          *                                        Director              August 9, 2001
-----------------------------------------------------
                   Thomas L. Rosch

                          *                                        Director              August 9, 2001
-----------------------------------------------------
                     Peter Boit
</Table>

                                        54
<PAGE>   56

<Table>
<Caption>
                      SIGNATURE                                     TITLE                     DATE
                      ---------                                     -----                     ----
<C>                                                    <C>                               <S>
                          *                                        Director              August 9, 2001
-----------------------------------------------------
                     Adam Wagner

                          *                                        Director              August 9, 2001
-----------------------------------------------------
                   Rebecca Saeger

                          *                                        Director              August 9, 2001
-----------------------------------------------------
                  Robert J. Cresci

              *By: /s/ EDWARD F. MALYSZ
----------------------------------------------------
                  Edward F. Malysz
                  Attorney-in-Fact
</Table>

                                        55
<PAGE>   57

                                 EXHIBIT INDEX

<Table>
<Caption>
 EXHIBIT
  NUMBER                             EXHIBIT TITLE
----------                           -------------
<S>           <C>
 3.1(1)       Certificate of Incorporation of Registrant.
 3.2(1)       Bylaws of Registrant.
 3.3(1)       Form of Amended and Restated Certificate of Incorporation of
              Registrant.
 3.4(1)       Form of Amended and Restated Bylaws of Registrant.
 3.5(1)       Certificates of Designation of Registrant relating to Series
              A Preferred Stock.
 3.6(1)       Certificates of Designation of Registrant relating to Series
              B Preferred Stock.
 3.7(1)       Certificates of Designation of Registrant relating to Series
              C Preferred Stock.
 3.8(1)       Amendment to Certificate of Incorporation of the Registrant.
 4.1(1)       Specimen Common Stock Certificate.
10.1(1)       Form of Indemnification Agreement between the Registrant and
              each of its directors and officers.
10.2(1)       1999 Stock Plan and form of agreements thereunder.
10.3(1)       1999 Employee Stock Purchase Plan and form of agreements
              thereunder.
10.4(1)       1999 Director Option Plan and form of agreements thereunder.
10.5(1)       1996 Stock Option and Restricted Stock Plan.
10.6(1)       1996 Non-Employee Director Stock Option Plan.
10.7(1)       Second Amended and Restated Investors Rights Agreement.
10.8(1)       Employment Agreement, dated March 29, 1996, between
              Registrant and Nicole Ward (Eagan).
10.9(1)       Employment Agreement, dated May 13, 1996, between Registrant
              and Martin Pagel.
10.10(1)      Employment Agreement, dated July 27, 1996, between
              Registrant and Thomas Reinemer.
10.11(1)      Promissory Note, dated May 30, 1999, between Registrant and
              Robert H. Ewald.
10.12(1)      Crypto iButton Service Provider Agreement dated August 21,
              1998, between Registrant and Dallas Semiconductor
              Corporation.
10.13+(1)     Premium Partner Website Marketing Agreement dated July 1,
              1999, between Registrant and Microsoft Corporation.
10.14+(1)     America Online Strategic Marketing Agreement dated November
              13, 1998, between Registrant and America Online.
10.15+(1)     Turnkey/Inventory Agreement dated June 1, 1999, between
              Registrant and Modus Media International.
10.16+(1)     Agreement for Services dated June 27, 1997 between
              Registrant and Pilot Network Services, Inc.
10.17(1)      Sublease Agreement dated February 2, 1999 between the
              Registrant and Electronics for Imaging, Inc.
10.18+(1)     Advertising and Promotion Agreement dated May 14, 1999
              between Registrant and Yahoo!, Inc.
10.19+(1)     Letter Agreement dated August 2, 1999 between Registrant and
              At Home Corporation.
10.20+(1)     Platinum Premier Partner Package Agreement dated June 25,
              1999 between Registrant, EarthLink Network, Inc. and
              EarthLink Operations, Inc.
10.21+(1)     Services Agreement dated September 24, 1999 between
              Registrant and Intuit Inc.
</Table>
<PAGE>   58

<Table>
<Caption>
 EXHIBIT
  NUMBER                             EXHIBIT TITLE
----------                           -------------
<S>           <C>
10.22++(2)    Cobranding and Promotion Agreement dated December 10, 1999
              between Registrant and eBay Inc.
10.23(2)      Promissory Note dated December 23, 1999, between Registrant
              and Marcelo Gumucio.
10.24(2)      Promissory Note dated January 14, 2000, between Registrant
              and Robert H. Ewald.
10.25(2)      Stock Pledge Agreement dated December 22, 1999 between
              Registrant and Marcelo Gumucio.
10.26(2)      Stock Pledge dated January 14, 2000 between Registrant and
              Robert H. Ewald.
10.27(3)      Office lease between EOP-Shoreline Technology Park, LLC and
              E-Stamp Corporation.
10.28(4)      Promissory Note dated June 7, 2000 between the Company and
              Roderick Witmond.
10.29(4)      Letter dated October 23, 2000 between the Company and Robert
              Ewald.
10.30(4)      Letter dated October 23, 2000 between the Company and Bruce
              White.
10.31(4)      Letter dated October 23, 2000 between the Company and Ed
              Malysz.
10.32(5)      Change of Control Severance Agreement between the Company
              and Robert H. Ewald.
10.33(5)      Change of Control Severance Agreement between the Company
              and Paul Goldman.
10.34(5)      Change of Control Severance Agreement between the Company
              and Laurie Lindsey.
10.35(5)      Change of Control Severance Agreement between the Company
              and Edward Malysz.
10.36(5)      Change of Control Severance Agreement between the Company
              and Daniel Walsh.
10.37(5)      Change of Control Severance Agreement between the Company
              and Roderick Witmond.
10.38(5)      Value Added Reseller Agreement between the Company (through
              Automated Logistics Corp, a.k.a. Evcor) and Aristo
              Computers, Inc. (now Kewill Electronic Commerce).
10.39(5)      Tracer VAR Agreement between Tracer Research Inc. (now
              Kewill Electronic Commerce) and the Company (a.k.a. Evcor
              Automated Logistics Corp.).
10.40(5)      Master Systems and Program Development Agreement amount
              Infonet Services Corporation, the Company (through Infinity
              Logistics Corporation) and Questco, Incorporated.
23.1          Consent of Ernst & Young LLP, Independent Auditors.
24.1          Power of Attorney (Included on Page 54).
</Table>

---------------
(1) Incorporated by reference from Registration Statement No. 333-85359, as
    amended, originally filed with the Securities and Exchange Commission on
    August 17, 1999.

(2) Incorporated by reference from Registration Statement No. 333-96013,
    originally filed with the Securities and Exchange Commission on February 2,
    2000.

(3) Incorporated by reference from Form 10-Q, filed August 14, 2000.

(4) Incorporated by reference from Form 10-Q, filed November 14, 2000.

(5) Incorporated by reference from Form 10-K, filed March 29, 2001.

 +  The registrant obtained confidential treatment of certain portions of this
    exhibit from the Commission. The omitted portions have been filed separately
    with the Commission.

++  The registrant is seeking confidential treatment of certain portions of this
    exhibit from the Commission. The omitted portions have been filed separately
    with the Commission.