SEEC INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended March 31, 2002.
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: 0-21985

SEEC, INC.
(Exact name of registrant as specified in its charter)

PENNSYLVANIA 55-0686906
(State of Incorporation) (I.R.S. Employer Identification No.)

PARK WEST ONE, SUITE 200, CLIFF MINE ROAD,
PITTSBURGH, PENNSYLVANIA 15275
(Address of principal executive offices) (Zip code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 893-0300

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

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

Common Stock, par value $0.01 per share
(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 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. [____]

As of May 31, 2002, the aggregate market value of voting Common Stock held
by non-affiliates of the registrant, based upon the last reported sale price for
the registrant's Common Stock on the Nasdaq National Market on such date, as
reported in The Wall Street Journal, was $7,593,278 (calculated by excluding
shares owned beneficially by directors and executive officers as a group from
total outstanding shares, solely for the purpose of this response).

The number of shares of the registrant's Common Stock outstanding as of the
close of business on May 31, 2002 was 6,082,144.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the definitive Proxy Statement of SEEC, Inc. to be used
in connection with the 2002 Annual Meeting of Shareholders (the "Proxy
Statement") are incorporated by reference into Part III of this Annual Report on
Form 10-K to the extent provided herein. Except as specifically incorporated by
reference herein, the Proxy Statement is not to be deemed filed as part of this
Annual Report on Form 10-K.

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SEEC, INC.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

Except for historical information contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Such
forward-looking statements include, but are not limited to, statements regarding
future events and the Company's plans and expectations. The Company's actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below in "Factors That May Affect Future Results," as well as those
discussed elsewhere in this Form 10-K or incorporated herein by reference. See
"Special Note on Forward-Looking Statements."

GENERAL

SEEC, Inc. (the "Company" or "SEEC") provides software solutions that
leverage our customers' existing applications in new Web-centric business
processes that drive growth and profits. We provide component-based Web
applications for insurance and healthcare that automate key business processes
and enable closer collaboration with customers and business partners by
integrating with current business systems. We also provide products that evolve
and adapt custom-built legacy systems to function in a flexible component
architecture using XML and emerging Web services technologies. Large companies
and information technology ("IT") services providers also use our solutions to
improve the quality and efficiency of their application development and
maintenance processes.

Our solutions rapidly deliver new Web-based business capabilities by
integrating and extending custom-built enterprise applications and databases
(i.e., legacy systems), providing a faster time to market and a larger and more
rapid return on investment for customers. The alternative, in many cases, is to
completely replace those legacy systems, which is often impractical given the
high costs and risks of large-scale information technology projects.

Our core product -- SEEC Mosaic Studio -- is derived primarily from core
technologies for legacy software analysis, business rule extraction and reuse,
and automated component generation. Through a 1999 acquisition, we added
Web-enablement and host integration technology that develops and supports
front-end applications and middleware that extend the life and value of existing
host-based systems. Together, these technologies provide a bridge between legacy
systems and newer Web and component architectures. SEEC Mosaic Studio is used to
analyze and extract business rules from current business systems and to automate
many of the procedures required for developing component-based applications that
integrate with existing applications and databases. The product suite addresses
all aspects of legacy evolution, and it also improves the efficiency and
effectiveness of the development and maintenance of mission-critical business
applications.

We employ these core technologies to define and build new component-based
applications for specific industries, initially targeting the property and
casualty insurance sector and healthcare. The insurance application -- Axcess
for Insurance -- provides self-service quoting, underwriting and policy updates
for insurance agents, customer service representatives and policyholders. The
automated quoting, rating, underwriting and endorsement processing features help
insurance companies win more business by improving agent satisfaction and
customer service, increasing productivity and reducing costs. Axcess uses
rule-based component development (following J2EE and XML standards), business
rule mining and reuse, plus flexible integration with current systems of record.
Our ability to build upon an existing robust core technology affords us a unique
level of flexibility and can significantly reduce time to market, a critical
advantage when new industry trends emerge.

Our solutions have been utilized by Fortune 1000 companies and
similarly-sized organizations, and several leading international information
technology service providers. Through 1999, these organizations used our
solutions extensively for year 2000 remediation and testing, legacy system
maintenance, and legacy system reengineering. Since then, organizations are
employing our solutions to automate their core business processes using a
flexible, easy-to-change application architecture.

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INDUSTRY BACKGROUND

The growth of the Web has created vast opportunities for companies to
automate key business processes that improve efficiency and flexibility (i.e.,
business process automation, BPA) and allow them to collaborate more closely
with customers and business partners (i.e., business-to-business integration,
B2Bi). To capture the benefits of BPA and B2Bi, companies need to develop new
Web-based systems that incorporate and extend their existing industry know-how,
proven practices, and established business policies -- their intellectual
capital -- much of which is incorporated in existing legacy systems.

Among large companies, a great percentage of critical applications are
based on inflexible architectures and complex code written in COBOL and other
older computer languages. Gartner Group, a leading analyst organization,
estimates that these third-generation languages (3GLs) account for half of the
business functions in production today -- COBOL alone represents 35 percent.
Gartner also estimates that in many large IT organizations, maintenance and
updates of legacy applications consumes 75-90 percent of the application budget.

Companies are looking for ways to reduce the costs associated with
maintaining their legacy applications (typically through off-shore outsourcing
or improved maintenance and development processes), and rather than replacing
these legacy systems in whole -- which is too costly, time-consuming, and
risky -- many companies are taking an evolutionary approach that is intended to
reduce the cost and time for developing new Web-based capabilities. They are
automating existing processes and adding new business capabilities to existing
systems, identifying core business systems that need to be moved to a Web
architecture, and reusing current functionality and data without massive change
(i.e., rewriting or replacing the legacy systems). According to a recent Gartner
Group report:

- Through 2006, 80 percent of IS organizations will use legacy
functionality in new integration contexts and workflows, rather than
rewrite (0.8 probability).

- Thirty-five percent of the mission-critical functionality in an
application portfolio in 90 percent of IS organizations will be wrapped
in legacy Web services by 2006 (0.6 probability).

Companies following this evolutionary approach require new Web-based
applications that can plug in to existing systems; technology for uncovering and
reusing the core intellectual capital that underlies complex legacy
applications; and methods for accessing and integrating existing applications,
databases and transaction systems as part of new automated business processes
using emerging Web services technology. Based on estimates and projections by
Gartner and other IT industry analysts, the market for legacy understanding,
extension and transformation, and for components and Web services is a
multi-billion dollar opportunity for vendors.

SEEC'S STRATEGY

Our objective is to provide software solutions that let companies quickly
and efficiently capture the benefits of business process automation and
business-to-business integration by leveraging, rather than replacing, their
existing systems and business rules.

Enhance and Expand Leadership in Legacy Evolution Solutions. We intend to
continue to enhance and expand our offerings of legacy evolution solutions. This
includes the enhancement of our core technologies, solution methodologies, and
software products to provide additional automation, functionality and cost
savings to our customers. Our core technologies allow our customers to
efficiently introduce new applications that can be integrated with new or
existing enterprise applications. We are introducing component solutions in
vertical industries, including insurance and healthcare, and we intend to
enhance or develop solutions to address other vertical market opportunities and
to acquire technologies or assets that are complementary to our current line of
products, services, and solutions.

Strategic Account Focus. We are focusing our sales and marketing activities
to penetrate the insurance and financial services markets. We intend to develop
solutions that solve specific business problems within these accounts and build
a close working relationship with these companies. We believe that these efforts
will lead to additional opportunities to provide enterprise solutions to these
customers. Also, our customer base may be

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expanded through the acquisition of other operating companies that have
concentration in specific vertical markets.

Leverage Channel Partners. We currently have relationships with "Service
Provider" partners, which include system integrators and specialized consulting
companies. These relationships provide us access to the service provider's
customer base and sales infrastructure to market our products and solutions. We
are expanding our relationship with independent software vendors and plan to
enter into OEM and reseller agreements to expand our distribution. We are also
seeking distributors in territories where we do not have sales operations.

Provide Solutions with Broad Market Appeal. We developed our enterprise
solutions to be cost effective, flexible and scalable. As a result, our
enterprise solutions appeal to a wide range of Fortune 1000 organizations with a
variety of requirements, and to a broad range of third-party service providers
and system integrators. Our vertical solutions address problems that are common
to a broad range of companies within that sector. These solutions are modular
and can be introduced in a phased manner.

SEEC SOFTWARE SOLUTIONS

SEEC currently offers two related lines of software solutions based on our
core technologies, established methodologies, and services. SEEC Mosaic
Studio -- our primary product -- is the central element of our legacy evolution
solutions for adapting mission-critical IT systems to function in a flexible
component-based, Web services architecture. Axcess is a new line of
component-based solutions for specific industries that provide Web-based
business capabilities by integrating with existing IT assets using SEEC's core
technologies.

SEEC Mosaic Studio Solutions focus on reusing existing IT assets in
building composite applications that combine the best of Web technologies and
mainframe-based systems, including the business rules that provide
differentiation and competitive advantage to companies. The solutions address
all aspects of legacy evolution and also improve the efficiency and
effectiveness of the development and maintenance of mission-critical legacy
applications. The three solutions we are currently offering are:

- Business Rule Management. Most large companies rely on mainframe-based
legacy systems that provide continuing business value, but which cannot
be adapted in time to keep pace with the accelerating rate of business
change. The root of the problem is that business rules that govern key
processes are buried in complex, redundant code that is poorly
understood, difficult to maintain, and costly to change. Also, the staffs
that built many of the legacy applications are aging or retiring, taking
their skills and system knowledge with them. SEEC's business rule
management solution provides application understanding and business rule
mining capabilities that reduce the costs for managing, maintaining and
updating legacy applications and helps IT organizations make better use
of scarce resources and deliver new business capabilities faster and at
lower cost. In customer projects, SEEC Mosaic Studio has:

- Reduced application analysis and rule mining time up to 90 percent.

- Reduced rewrite costs up to 60 percent.

- Improved IT productivity 50 percent or more.

- Legacy Software Components. In many cases, companies need to automate key
business processes by moving selected legacy applications to a flexible,
Web-based architecture. The traditional approach is to replace an entire
system by buying a new package or re-writing the existing system, both of
which are costly, time-consuming and risky. Using the SEEC solution for
legacy software components, companies can selectively transform parts of
their legacy systems by identifying and extracting business rules and
automating the development of new application components that incorporate
these business rules. These legacy software components can be used in a
"composite application system" spanning Web front-ends, Web application
servers and mainframe databases and applications.

- Legacy Web Services. Emerging Web services technology offers the
potential of improved efficiency and closer collaboration with customers
and partners by integrating previously disconnected business processes
over the Internet. A Web service is an application component or program
that incorporates XML and related Internet communication and integration
technologies -- SOAP (Simple Object Access
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Protocol), UDDI (Universal Description, Discovery and Integration), and
WSDL (Web Services Description Language) -- to register, locate and
communicate with other Web services over the Internet. Using our legacy
Web services solution, companies can quickly generate Web services
interfaces providing standards-based access to legacy databases,
transactions and applications without significantly changing the back-end
systems.

Axcess Industry Solutions are built around a library of components for
Web-based self-service applications in specific industries. The solutions use
Web-based workflow and integration with current systems to automate key business
processes, increasing efficiency and reducing costs. They combine off-the-shelf
business components based on industry-standard data models; integration
components for accessing external data sources and services and internal IT
systems; customizable business rule libraries; and SEEC Mosaic Studio for
customization, business rule management, and maintenance. The components are
designed to provide easy customization, scalability and flexibility to adapt to
changing business and technology imperatives.

- Axcess for Insurance provides Web self-service capabilities for insurance
agents and brokers, policyholders, and customer service representatives.
It lets insurance companies rapidly automate key sales and services
processes -- policy quoting, underwriting, issuance, endorsement
processing -- to improve agent satisfaction and customer service,
increase productivity and reduce costs, and, ultimately, to help
insurance companies increase their sales and profitability.

- SEEC's Active Integration for Healthcare allows hospitals, HMOs and
health plans to consolidate and securely access patient information that
traditionally resides in multiple, disconnected information systems.
Patient care and the accuracy of medical documentation are improved
without requiring massive retraining or system replacement. The Active
Integration Solution was developed in cooperation with SeeBeyond
Technology Corporation, a SEEC Technology Partner, which resells the
solution to its healthcare customers.

SEEC SOFTWARE PRODUCTS

SEEC Mosaic Products The SEEC Mosaic product line is based on our core
technologies for analyzing, maintaining, extending and transforming host-based
computer systems. It supports front-end Web applications and middleware that
integrates existing host-based systems with a component-based Web architecture.
Our middleware software is unique in that it can be applied to generate Web
interfaces or provide the middleware between existing Web front-ends and a host
application. Our products have been designed to be easy to use and learn,
allowing customers to rapidly train technical personnel and reduce training
costs. Our products operate in a PC-based environment and are available in
versions for Windows 95(R), Windows 98(R), and Windows NT(R).

- SEEC Mosaic Studio is a suite of application analysis and development
tools used to analyze and extract business rules from current business
systems and to automate many of the procedures required for developing
component-based applications that integrate with existing applications
and databases. It is used to analyze and modify mainframe source code
that is downloaded to a PC-based environment and stored in an application
dictionary for the performance of development functions. The application
dictionary contains all of the key design elements of a legacy
application, including source code, database definitions, screen
definitions and job control language. Our software utilizes proprietary
parsing, data flow, and program slicing technology to create the
relationships between databases and source code, which enables the
documentation and understanding of a legacy COBOL system. Information
about the flow of control among programs is also stored in the
application dictionary, providing further system understanding by
enabling users to group items by business function. Our software also
utilizes proprietary text-scanning technology to identify data fields and
the impacted lines of code for a wide variety of non-COBOL languages. The
software products described below are the components of SEEC Mosaic
Studio. These products are built on SEEC's core source code analysis
technology, and were sold and distributed in various combinations and as
stand-alone products prior to fiscal 2001.

- The Application Analyst module of SEEC Mosaic Studio facilitates
understanding of the business intent of complex COBOL applications for
the planning and implementation of legacy transformation projects. This
is accomplished by mining business rules embedded in legacy applications,
generating system
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documentation and graphical views illustrating the structure, function,
and interrelationships among application elements, and segmenting
applications into logical work units for project planning and
transformation purposes. Application Analyst features an object-oriented
interface that allows drill-down property dialogs and context menus,
business rule mining, data model displays for database definitions,
graphical CRUD display, and CICS control flow display. Other features
include program source display and annotation facilities, structure chart
and logic displays, selective views, code walkthroughs, cross-reference
displays, and display screens.

- The SEEC RuleBase is a repository for business rules that have been
extracted from legacy applications using the Application Analyst module
of SEEC Mosaic Studio. Using a simple and intuitive interface, the SEEC
RuleBase allows analysts to manage and manipulate the rules. It provides
anchors to the relevant application components so that changes to the
rules can be quickly translated into application changes. In addition to
mined legacy business rules, the SEEC RuleBase can also be used to store
domain rules created by business analysts. The SEEC RuleBase is tightly
integrated with the Application Analyst and Component Designer modules of
SEEC Mosaic Studio in order to provide traceability from specification to
implementation and to perform gap analysis between existing systems and
new systems or industry models.

- SEEC Mosaic Studio's Component Designer module is used in conjunction
with the Application Analyst to recover the data model of COBOL
applications using standard Object Modeling Techniques (OMT). The data
model is populated with legacy entities, attributes, and methods linked
to the physical definitions of the items in the Application Dictionary.
Component Designer features object recovery from existing COBOL
applications and model validation. Component Designer provides links
between each method and the method implementation, and enables the
addition of new properties for the attributes of a class and association,
such as uniqueness and value constraints. It can generate DDL (Data
Definition Language) for the object model and export data to Rational
Rose(TM) or ERWin(TM).

- SEEC Mosaic Studio includes a Component Builder that automatically
creates SEEC DataBeans (EJB and also non-EJB components) that enable
access and manipulation of existing databases (DB2, IMS, VSAM, Oracle,
SQL Server). Each SEEC DataBean corresponds to an entity or a group of
related entities as a composite DataBean in the legacy data model built
with the Application Designer feature. SEEC DataBeans are deployed on a
SEEC Mosaic Server on any EJB application server (such as BEA
WebLogic(TM) or IBM WebSphere(TM)). The Component Builder enables
interactive creation of database definitions through import from the
Application Analyst and Application Designer, or by importing schema
definitions from relational database systems. SEEC DataBeans allow for
access and manipulation of the legacy database and provide a security
framework to govern access and transaction control. The Component Builder
can be deployed on any J2EE-compliant EJB server, which provides
component management and organization, and additional security.

- The Component Builder -- Host module of SEEC Mosaic Studio is used to
rapidly connect existing host applications to the Web and to new
component-based systems. It includes an easy-to-use development
environment for generating thin-clients, Web services and integration
components (programmatic components) corresponding to existing business
processes/functions and mapping to legacy applications. The Web clients
and integration components use TN3270, TN3270-E, TN5250 and Telnet
protocols to provide access to screen-based legacy applications residing
on mainframe, midrange and UNIX-based computer systems. The Component
Builder -- Host is also used to generate thin-clients for Web-enabling
legacy transactions and for providing active integration between a legacy
transaction and Web applications, without changing the legacy
applications. The integration components can be deployed in a Microsoft
(COM/C++) or J2EE environment (JavaBean/EJB).

- SEEC Mosaic Server. SEEC Mosaic Server is the deployment architecture for
thin clients and components developed using SEEC Mosaic Studio. SEEC
Mosaic Server consists of enabling runtime software and the license to
deploy SEEC Mosaic Clients or SEEC DataBeans developed with the SEEC
Mosaic Studio. SEEC Mosaic Server is available in three versions for
deploying ASP/COM clients, which conform with the Microsoft COM standard,
JSP clients, and EJB components. SEEC Mosaic Server runs,

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in conjunction with popular Web or Java application server software, on
computers using Windows NT(TM), Sun Solaris(TM), and many other UNIX
operating systems.

Axcess for Insurance. Axcess for Insurance includes off-the-shelf business
components that automate key insurance processes and integration components that
provide real-time connectivity to other IT systems and data available inside or
outside an organization. The Axcess components are J2EE-compliant Enterprise
Java Beans (EJBs), are based on ACORD data models (the Association for
Cooperative Operations Research and Development, the insurance industry's
technology standards body) and include Web user interfaces tailored to different
user groups -- agents, policyholders, etc. The components are intended to be
customized, and are constructed to easily connect with each other and with other
IT systems using Java and/or XML standards. This modular design allows customers
to implement individual components for a shorter implementation time and a
faster return on their investment.

The following Axcess components are now available:

- Axcess Endorsements is a Web application supporting end-to-end
endorsement processing for different lines of property and casualty
insurance. It allows policyholders, agents and insurance company
personnel to change or update policy information via the Web and to
receive revised premium indications for policies in force. It includes an
easy-to-navigate Web interface and automated premium processing for
improved service and reduced customer support costs. The application
provides real-time integration with external databases and all necessary
insurance company systems to deliver an immediate, accurate premium
update based on the new information. Endorsement templates are available
for different lines of insurance, each of which is based on ACORD data
models and include the unique information required for that line of
business, as well as for different states.

- Axcess Quick Quote is a Web application that allows agents and customers
to generate non-binding quotes by entering information in a series of
intuitive, easy to navigate Web screens. It allows agents and customers
to quote policies in real time by accessing an insurance company's rating
system via the Web, eliminating inaccurate quotes and delays, and
improving customer service. Customizable Quick Quote templates are
available for different lines of insurance, each of which is based on
ACORD data models and include the unique information required for that
line of business, as well as for different states.

- Axcess Full Quote is a Web application that allows agents and customers
to complete the insurance application process in minutes -- from
requesting a quote to generating a binding quote. It provides an
automated, Web-based process providing convenience for customers and
agents, and reduces underwriting costs and time for the insurance
company. Customers or agents can enter information in a series of
intuitive, easy to navigate Web screens that provide real-time external
database lookup and immediate verification of applicant information. Full
Quote templates are available for different lines of insurance, each of
which is based on ACORD data models and include the unique information
required for that line of business, as well as for different states.

- Axcess Agent Work Queue is Web application that manages an insurance
agency's premium transactions in process with a carrier. It reduces
agency workloads and data entry time, allowing agents to focus on
value-added sales activities and customer service. Agent Work Queue
allows an agent or customer service representative to complete processing
an incomplete quote request or application, or to move from quick quote
to full quote. It also interfaces with other Axcess components to start
transactions and to receive updated application status.

- Axcess Rating, Axcess Account Clearance/Risk Reservation, and Axcess
Eligibility and Pricing components each address specific functions in the
insurance policy quoting and issuance process.

Additional components are under development and are expected to be
available in fiscal 2003.

TRAINING AND SERVICES

We offer services and training as an integral part of our solutions.
Services are typically provided in support of our product sales, to help
customers more effectively use our software products, or to deploy and customize

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our solutions and products at customer locations. Engagements may include
end-to-end project services or project management services either at the
customer location or off-site by project consultants based in our technical
resource centers in Pittsburgh, London, and Hyderabad, India, depending upon the
nature of the project and customer requirements. The service engagements are
offered on a fixed-price or on a time-and-materials basis.

The following services are provided in support of SEEC Mosaic Studio:

- Legacy Understanding and Business Rule Mining. Customers employ our
legacy understanding and business rule mining capabilities to improve
legacy application flexibility and reduce ongoing application maintenance
costs, to harmonize and/or integrate multiple systems, and to assess
current systems prior to replacement in order to identify gaps in
functionality between existing systems and packages. In many cases, SEEC
consultants will help customers use SEEC Mosaic Studio to
reverse-engineer the data and process models that underlie the customer's
legacy code, identify and extract all relevant business rules associated
with the applications, and generate comprehensive system documentation,
including graphical views of data dependencies and interrelationships,
and a record of current business logic traceable to specific lines of
code in the system. This business rule documentation becomes a vital
corporate asset in itself, and can be used in new system development,
migration to ERP/CRM or other products, or in revitalizing an existing
system. The recovered data model and business rules are in a format that
can be exported and reused in a number of different forward-engineering
tools. This information can also be used with SEEC Mosaic Studio to more
efficiently maintain and enhance current mainframe applications, before
or while they are extended or transformed.

- Web-Enablement and Legacy Integration Using Integration Components and
Web Services. Using SEEC Mosaic Studio, our services teams can Web-enable
current screen-based applications or build integration components and Web
services that reuse legacy business rules, transactions and data in new
component or Web services-based applications or business processes. (1)
Web-enablement -- When time is of the essence, our consultants can build
a thin-client Web interface to legacy applications and reengineer the
front-end workflow without touching the legacy code, often in a matter of
weeks. The Web clients can access the legacy system via popular Web
servers running on Windows NT or a variety of UNIX systems. (2) Legacy
Integration -- Many organizations need to give users access to multiple
back-end applications, databases and transactions as part of a larger Web
portal, business process automation or integration project. SEEC's
consultants can plan, develop and deploy SEEC integration components that
provide access to the legacy systems. These components can be delivered
as Web services, providing a highly reusable interface between the legacy
database or application and any new component-based application, software
package, or EAI product.

- Legacy Software Components and Web Services Development. For customers
that need to redeploy key business functions in a more flexible
application architecture, our services teams can use SEEC Mosaic Studio
to document the customer's existing system (including the data and
process models), extract relevant business rules from the legacy code,
and redevelop selected system elements in an EJB-based component
architecture that integrates with remaining back-end applications and/or
data using SEEC integration components. Rather than replacing the
customer's existing system in whole, our approach focuses on building
business components that re-implement valuable business and database
logic in a more flexible and scalable system with less risk and at a
fraction of the time and cost of a wholesale package replacement or
custom redevelopment project. The process is applicable to migrating a
single program or application or an entire legacy system (including
databases) to a new e-business architecture.

Training Services. We offer a variety of courses to train customers in
applying SEEC's software products and methodologies, whether the goal is to
quickly Web-enable a single legacy application, to consolidate multiple back-end
systems, or to fully transform a mainframe system to a component-based
e-business architecture. Our training courses allow application developers to
achieve rapid component and thin-client application development and deployment
using SEEC Mosaic Studio.

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CUSTOMER SUPPORT AND MAINTENANCE

We offer customer support and maintenance for each of our products, which
entitles the customer to receive technical support and advice, including problem
resolution services, installation assistance, error corrections and any product
upgrades and enhancements released during the maintenance period. Our standard
license agreement does not require us to provide maintenance for any period of
time and does not provide express or implied warranties for our product
software. Maintenance and support services are provided primarily by telephone
or by e-mail from our offices in or near Pittsburgh, London, and Hyderabad,
India.

CUSTOMERS

Our products and services are used by information systems departments of
Fortune 1000 companies and similarly-sized business and governmental
organizations, and by third-party service providers. Following is a partial list
of service providers and customers that have purchased products and/or services
from SEEC:

IT SERVICE PROVIDERS INSURANCE
CGI Group Inc.
Codelinks, LLC Britannic Assurance plc
Cognizant Technology Solutions Corporation Canada Life Limited
Computer Sciences Corporation Chubb Group of Insurance Cos.
CyberTech Systems, Inc. Equitable Life Assurance
eJiva, Inc. Great American Insurance Company
HCL Infosystems Limited Homesteaders Life Co.
Hexaware Technologies Limited Nationwide Mutual Insurance Company
Infosys Technologies, Ltd. Ohio Casualty Group
Mahindra -- British Telecom Ltd. Ohio Farmers Insurance Co
Mastek Limited PEMCO Mutual Insurance Company
NIIT Limited Regie De L'Assurance-Maladie du Quebec
Ramco Systems Limited St. Paul Fire and Marine Insurance Company
Satyam Computer Services Ltd. Transamerica Occidental Life Insurance Co.
SeeBeyond Technology Corporation The Western and Southern Life Insurance Co.
Silverline Technologies Ltd.
SRA International, Inc. SERVICES AND HEALTH CARE
Unisys Corporation
Kaleida Health System
NewYork-Presbyterian Hospital
Saint Francis Hospital and Medical Center (CT)

BANKING AND FINANCE

Datamec SA
Navy Federal Credit Union
Royal Bank of Scotland

UTILITIES AND TELECOMMUNICATIONS

BT Ignite Solutions
Nicor, Inc.
Pacific Gas & Electric Co.
Southwest Gas Corporation
WorldCom, Inc.

GOVERNMENT AND EDUCATION

Defense Finance and Accounting Service
General Services Administration of the USA
State of Michigan
Temple University

Historically, a relatively small number of customers have accounted for a
significant percentage of our revenues. In fiscal 2002, two customers each
accounted for 12% and 11% of sales, and six customers represented approximately
50% of our revenues. In fiscal 2001, while no single customer accounted for more
than 10% of our revenues, ten customers represented approximately 50% of our
revenues. In fiscal 2000, one customer accounted for 13% of our total revenues,
and nine customers represented approximately 50% of our revenues.

ACQUISITIONS

Mozart Systems Corporation. On August 4, 1999, we acquired all of the
outstanding shares of capital stock of Mozart Systems Corporation ("Mozart")
pursuant to an Agreement and Plan of Merger by and between SEEC and Mozart dated
July 16, 1999. Mozart developed and sold Web-enablement products for rapid
implementation of e-business applications. SEEC Delaware, Inc. ("SEEC Delaware")
was formed as a wholly-owned subsidiary of SEEC, Inc. to effect the transaction.
Upon the closing of the transaction, SEEC Delaware was merged with and into
Mozart, and all existing shares of Mozart capital stock were canceled. Upon the
cancellation of the former Mozart capital stock, each share of SEEC Delaware
Common Stock was converted to one share of Mozart Common Stock, and Mozart
became a wholly-owned subsidiary of SEEC, Inc. SEEC Delaware was concurrently
dissolved.

We paid an aggregate purchase price of approximately $3.5 million, of which
approximately $2.2 million was paid in cash from existing cash balances, and
$1.0 million was paid in the form of 222,222 unregistered shares of SEEC Common
Stock, with the balance related to acquisition costs and assumed liabilities.

8

SALES, MARKETING AND DISTRIBUTION

We market and sell our products and services directly through our direct
sales force and indirectly through our partners. To support our sales efforts,
we utilize media advertising and direct mail campaigns supported by
telemarketing and promotion through trade articles and trade shows. In addition,
we enter into partnering arrangements with companies such as Satyam Computer
Services, Ltd., SeeBeyond Technology Corp., and Infosys Technologies, Ltd. These
partners utilize our solutions and software products in connection with their
system transformation engagements. We have granted several organizations the
non-exclusive right to market our products. In North and South America, we sell
and support our products and services from our Pittsburgh, Pennsylvania
headquarters and our Chicago, Illinois regional office. Sales and support
services are provided in Europe through our wholly-owned subsidiary, SEEC Europe
Limited ("SEEC Europe"), based in London, England. We sell and support our
products and services in the Asian and Pacific Rim markets through our wholly-
owned subsidiary, SEEC Technologies Asia Private Limited ("SEEC Asia"), based in
Hyderabad, India.

As of March 31, 2002, we had 20 employees engaged in sales and marketing.
Sales to customers outside of the United States represented 32%, 32%, and 25% of
our total revenues in fiscal 2002, 2001, and 2000, respectively.

We intend to continue to expand our sales and marketing efforts by hiring
additional sales and marketing personnel and by entering into additional
arrangements with partners and distributors. We also intend to enter into
additional distribution, license and/or marketing agreements for our software
products, particularly with service providers, systems integrators, and
e-business infrastructure vendors. We are focused on leveraging our existing
customer base to cross-sell other enterprise solutions and software products.

COMPETITION

The market for our enterprise solutions and software products is intensely
competitive and is characterized by rapid change in technology and user needs
and by the frequent introduction of new products. Our principal competitors in
the legacy evolution solutions market include Computer Associates International,
Inc., Micro Focus International Ltd., Netron Inc. and Relativity Technologies,
Inc. In the market for Axcess insurance solutions, competitors include
AscendantOne, Inc., Duck Creek Technologies, Inc., and Intermeg Corporation.
Many of our competitors are more established, benefit from greater name
recognition and have substantially greater financial, technical and marketing
resources than we have.

We believe that the principal factors affecting competition in our markets
include product performance and reliability, product functionality, ease of use,
training, ability to respond to changing customer needs, quality of support, and
price. Other than technical expertise, there are no significant proprietary or
other barriers to entry that could prevent potential competitors from developing
or acquiring similar software products or providing competing solutions in the
market.

RESEARCH AND DEVELOPMENT

We intend to continue to enhance our current products, and to develop,
acquire, or license new products or technology to keep pace with evolving
industry standards and technological developments, and to provide additional
functionality to address changing customer needs. This may require, among other
things, that we build interfaces with third-party products.

As of March 31, 2002, we had 32 employees engaged in product development,
including 25 employees of SEEC Asia. During fiscal 2002, 2001 and 2000, research
and development expenditures were $1,633,000, $1,799,000, and $1,826,000,
respectively. We anticipate that we will continue to commit substantial
resources to research and development in the future.

INTELLECTUAL PROPERTY

We rely on a combination of contractual provisions and copyright, trade
secret and trademark laws to establish and protect our rights in our software
products and proprietary technology. We protect the source code version of our
products as a trade secret and as an unpublished copyrighted work. Despite these
precautions, it
9

may be possible for unauthorized parties to copy certain portions of our
products, to reverse-engineer or otherwise obtain and use information that we
regard as proprietary. We have no patents, and existing copyright and trade
secret laws offer only limited protection. Certain provisions of our license and
distribution agreements, including provisions protecting against unauthorized
use, duplication, transfer and disclosure, may be unenforceable under the laws
of certain jurisdictions, and we are sometimes required to negotiate limits on
these provisions. In addition, the laws of some foreign countries do not protect
our proprietary rights to the same extent as do the laws of the United States.
We have been and may be required from time to time to enter into source code
escrow agreements with certain customers and distributors, providing for release
of source code in the event that we breach our support and maintenance
obligations, file bankruptcy, or cease doing business.

Our competitive position may be affected by our ability to protect our
proprietary information. However, because the software industry is characterized
by rapid technological change, we believe that patent, trademark, copyright,
trade secret and other legal protections are less significant to our success
than other factors such as the knowledge, ability and experience of our
personnel, new product and service development, frequent production
enhancements, ongoing customer service, and product support.

While we have no knowledge that we are infringing the proprietary rights of
any third party, there can be no assurance that such claims will not be asserted
in the future with respect to existing or future products. Any such assertion by
a third party could require us to pay royalties, to participate in costly
litigation, and to defend licensees in any such suit pursuant to indemnification
agreements, or to refrain from selling an alleged infringing product or service.
See "Factors that May Affect Future Results -- Dependence on Proprietary
Rights."

SEEC Application Analyst(R), SEEC Application Designer(R), SEEC DataBean(R)
and SEEC's name and logo are registered marks of the Company. Applications for
U.S. and certain foreign registrations of the marks SEEC Mosaic(TM), Axcess(TM),
and Axcess for Insurance(TM) are pending.

EMPLOYEES

As of March 31, 2002, we had 91 employees worldwide, including 20 in sales
and marketing, 32 in research and development, 6 in customer support, 19 in
professional services and 14 in corporate operations and administration.
Forty-four employees are located in the United States, and 41 and 6 employees
are located in India and the U.K., respectively. Our continued success will
depend, in part, upon our ability to hire and retain key senior management and
skilled technical, professional services and sales and marketing personnel. The
market for qualified personnel has historically been, and we expect that it will
continue to be, intensely competitive. None of our employees is represented by a
labor union or is subject to a collective bargaining agreement. We have not
experienced any work stoppages and consider our relations with our employees to
be good.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Volatility of Quarterly Operating Results. We have experienced, and expect
to continue to experience, significant fluctuations in our quarterly operating
results. There can be no assurance that we will be profitable in any particular
quarter. Quarterly operating results may fluctuate due to a variety of factors,
including the budgeting and purchasing practices of our customers, which affect
the volume and timing of product orders and solution engagements that we
receive, the timing or the announcement and introduction of new products and
product enhancements by us and our competitors, market acceptance of new
products, the mix of direct and indirect sales, the mix of license fee and
services revenues, the mix of training and consulting services within services
revenues, the number and timing of new hires, the loss of any key sales,
marketing or professional services personnel, the length of our sales cycles,
competitive conditions in the industry, and general economic conditions.

We have historically recognized a significant portion of our revenues in
the last month of a quarter, with these revenues frequently concentrated in the
last week of a quarter. As a result, license fee revenue in any quarter is
substantially dependent on orders booked and shipped in the last month and last
week of that quarter. Further, our business is characterized by significant
customer concentration and relatively large projects. We have historically
operated with little or no backlog and, as a result, our revenues for a
particular quarter are generally
10

dependent on orders received during that quarter, including large orders. The
failure to receive a large order in a given quarter could materially and
adversely affect our operating results for that quarter. Our expenses are
largely based upon anticipated revenue levels and planned projects, and in the
short term, it is unlikely that we would be able to adjust spending to
compensate for any unexpected shortfall in revenues. Accordingly, the timing of
product shipments or delivery of services, or the level of progress on certain
customer solution engagements, could cause variations in operating results from
period to period and could result in quarterly losses if shipments are not made,
if services delivery is delayed, or if sufficient progress is not achieved on
customer solution engagements within the quarter anticipated. Due to the
foregoing factors, we believe that quarter-to-quarter comparisons of our
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. Our ability to forecast future revenues
is limited, and it is likely that in some future quarters, our operating results
will be below the expectations of securities analysts and investors. In the
event that operating results are below expectations, or in the event that
adverse conditions prevail or are perceived to prevail generally or with respect
to our business, operating results or financial condition, the price of our
Common Stock would likely be materially and adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Uncertainty of Current and Future Demand for New Solutions. During fiscal
year 2002, much of our efforts were focused on the development and marketing of
the Axcess for Insurance products and solutions. However, there were no revenues
from these products and solutions in fiscal year 2002. In addition, total
revenues declined from $3.0 million in fiscal year 2001 to $2.3 million in
fiscal year 2002, and Mosaic products and solutions accounted for 100% of those
revenues. Although we believe that the markets for Axcess and Mosaic products
and solutions will grow significantly, there can be no assurance that these
markets will develop to the extent that we anticipate. The lack of increased
demand for such products and solutions or an increase in competition in the
market for such products and solutions would have a material adverse effect on
our operating results and financial condition. In order to achieve sustained
growth, we must successfully market our new products and solutions. There can be
no assurance that we will be successful in generating revenues sufficient to
achieve profitable operations or sustained profitability.

Ability to Manage Change and Rapid Growth. Over the last two fiscal years,
we experienced significant changes in our business, the development of new
products and solutions, significant revenue fluctuation, and the contraction of
operations. These changes have placed, and are expected to continue to place,
significant demands on our management, operational and financial resources.
Also, we have realigned our direct sales force to focus on e-business solutions.
The failure of the direct sales force to perform as anticipated and to achieve
their sales goals, or any delay in achieving such goals, could have a material
adverse effect on our business, operating results and financial condition. Our
future growth, should it occur, may require us to manage a number of large
projects in different geographic locations. There can be no assurance that we
will be able to do so effectively. Our failure to do so could have a material
adverse effect on our business, operating results and financial condition. In
addition, the development of the market for products and solutions addressing
e-business is uncertain, unpredictable and subject to rapid change. Our failure
to respond to such changes and adapt our solutions and strategies accordingly
could have a material adverse effect on our business, operating results and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."

Ability to Address Technological Changes and Customer Requirements; New
Products and Solutions. Our future success will depend, in large part, on our
ability to enhance our current products and develop or acquire new products to
keep pace with evolving industry standards and technological developments, and
to provide additional functionality to address changing customer needs. This
will require, among other things, that we build interfaces with third-party
products and adapt to changing industry standards. There can be no assurance
that we will be successful in developing or acquiring product enhancements or
new products, that we can introduce such products or enhancements on a timely
basis, or that any such products or enhancements will be successful in the
marketplace. Any delay or failure on our part to develop or acquire products
that keep pace with evolving industry standards and technological developments
or provide additional functionality to address changing customer needs, could
have a material adverse effect on our business, operating results and financial
condition. In addition, there can be no assurance that such products or
enhancements will meet the requirements of the

11

marketplace or achieve market acceptance. Further, there can be no assurance
that new technologies will not be developed by one or more third parties that
render our products and solutions obsolete. See "Business -- Research and
Development."

Intense Competition. The market for our software products and solutions is
intensely competitive and is characterized by rapid change in technology and
user needs and the frequent introduction of new products and solutions. Many of
our competitors are more established, benefit from greater name recognition, and
have substantially greater financial, technical and marketing resources than we
do. Additionally, there can be no assurance that our competitors will not form
joint ventures, business combinations or other strategic alliances and develop
or offer comprehensive solutions that further compete with our products and
solutions. The announcement of such developments, prior to release, may cause
potential customers to delay their purchasing decisions while they evaluate the
new competitive products. Some of our current or potential competitors also
serve as sales channels for our products and solutions and may elect to
discontinue their sales efforts for our products or solutions, or to commence or
increase their promotional and sales efforts for their own products and
solutions. We believe that the principal factors affecting competition in our
markets include product performance and reliability, product functionality, ease
of use, training, ability to respond to changing customer needs, quality of
support, and price. Other than technical expertise, there are no significant
proprietary or other barriers to entry that could keep potential competitors
from developing or acquiring similar products or providing competing solutions
in our market.

Our ability to compete successfully in the sale of e-business software
products and solutions will depend in large part upon our ability to attract new
customers, sell products and solutions, expand our direct sales force and our
indirect sales and marketing channels, deliver and support product enhancements
to our existing and new customers, and respond effectively to continuing
technological change by developing new solutions and products. There can be no
assurance that we will be able to compete successfully in the future, or that
future competition for product sales and solutions or other competitive factors
will not have a material adverse effect on our business, operating results and
financial condition. See "Business -- Competition."

Risks Related to Possible Acquisitions. We may acquire existing businesses,
products, and technologies to enhance and expand our line of e-business software
products and solutions, and to expand our customer base. Such acquisitions may
be material in size and in scope. There can be no assurance that we will be able
to identify, acquire, or profitably manage additional businesses or successfully
integrate any acquired businesses into SEEC without substantial expenses,
delays, or other operational or financial problems. Acquisitions involve a
number of special risks and factors, including increasing competition for
attractive acquisition candidates in our markets, the technological enhancement
and incorporation of acquired products into existing product lines and services,
the assimilation of the operations and personnel of the acquired companies,
failure to retain key personnel, adverse short-term effects on reported
operating results, the amortization of acquired intangible assets, the
assumption of undisclosed liabilities of any acquired companies, the failure to
achieve anticipated benefits such as cost savings and synergies, as well as the
diversion of management's attention during the acquisition and integration
process. Some or all of these special risks and factors may have a material
adverse impact on our business, operating results, and financial condition. We
do not have significant experience in the identification and management of
acquisitions, and the success of our acquisition strategy will depend on the
effective management of the foregoing risks and our ability to identify,
complete, and integrate strategic acquisitions on favorable terms.

Potential for Product Liability. Our software products and solutions are
often utilized to perform reengineering functions on mission-critical components
of our customers' information systems. The programs and data contained in these
systems are often necessary for the continuation of the customer's business and
are critical to the operations and financial performance of the customer. Any
failure of these systems could have a material adverse effect upon our customers
and could result in a claim for substantial damages against us, regardless of
our responsibility for such failure. In connection with the license of our
products and the sale of our services, we attempt to contractually limit our
liability for damages arising from negligent acts, errors, mistakes or
omissions. Despite this precaution, there can be no assurance that the
limitations of liability set forth in our customer contracts would be
enforceable or would otherwise protect us from liability for damages.
Additionally, we maintain general liability insurance coverage with limits of $1
million per occurrence and $1 million aggregate coverage and excess liability
insurance coverage with limits of $6 million per occurrence and
12

$6 million aggregate coverage. However, there can be no assurance that such
coverage will continue to be available on acceptable terms, or will be
sufficient to cover one or more large claims, or that the insurer will not
disclaim coverage as to any future claim. The successful assertion of one or
more large claims against us that exceed available insurance coverages, or
changes in our insurance policies, such as premium increases or the imposition
of large deductible or co-insurance requirements, could have a material adverse
effect on our business, operating results and financial condition.

Risks Associated with Sales Channels. Our ability to achieve significant
revenue growth in the future will depend, in part, on our success in recruiting
and training sufficient direct sales personnel and expanding the number of
partners that utilize or market our products. Although we are currently
investing, and plan to continue to invest, significant resources to develop and
expand our direct sales force and expand our network of partners, we have at
times experienced, and may continue to experience, difficulty in recruiting
qualified personnel for our direct sales force and in entering into or
maintaining relationships with partners. There can be no assurance that we will
be able to maintain or successfully expand our direct sales force or network of
partners, or that any such expansion will result in an increase in revenue. Any
failure to expand our direct sales force or network of partners could have a
material adverse effect on our business, operating results and financial
condition. Our agreements with our partners are generally non-exclusive, and
some may be terminated by either party without cause. Our partners are not
within our control, are not obligated to purchase products from us, and may also
offer their own product lines and solutions or represent or refer product lines
or solutions offered by our competitors. There can be no assurance that these
partners will continue their current relationships with us, or that they will
not give higher priority to the sale or referral of other products or solutions,
including products or solutions of our competitors. A reduction in sales efforts
or discontinuance of sales or referrals of our products by partners could lead
to reduced sales and could materially and adversely affect our business,
operating results and financial condition. Some of our current or potential
competitors also serve as sales channels for our solutions and may elect to
discontinue their sales efforts for our products or solutions, or to commence or
increase promotional and sales efforts for their own products and solutions.

Our strategy of marketing our products directly to end users and indirectly
through partners may result in distribution channel conflicts. Our direct sales
efforts may compete with those of our indirect sales channels and, to the extent
that partners target the same customer, such partners may come into conflict
with each other. There can be no assurance that channel conflicts will not
materially and adversely affect our relationships with our customers or
partners, or our ability to attract additional partners.

Reliance on Certain Relationships. We have established strategic
relationships with a number of organizations that we believe are important to
our worldwide sales, marketing and support activities. Our relationships with
our partners such as Satyam Computer Services, Ltd., SeeBeyond Technology Corp.,
and Infosys Technologies, Ltd. expand the distribution of our products. There
can be no assurance that our partners, many of which have significantly greater
financial and marketing resources than we do, will not develop or market
software products which compete with our products in the future, or will not
otherwise discontinue their relationships with or support of us. Our failure to
maintain our existing relationships or to establish new relationships in the
future could have a material adverse effect on our business, operating results
and financial condition.

Dependence on Offshore Software Development. A significant element of our
business strategy is to continue to leverage our investment in SEEC Asia. We
believe that the use of this offshore software development center will provide
us with a potential cost advantage over some of our competitors. In the past,
India has experienced significant inflation and other economic difficulties and
has been subject to significant currency fluctuations. The Indian government has
exercised, and continues to exercise, significant influence over many aspects of
the Indian economy, and Indian government actions concerning the economy could
have a material adverse effect on private sector entities. During the past
several years, India's government has provided significant tax incentives and
relaxed certain regulatory restrictions in order to encourage foreign investment
in specified sectors of the economy, including the software development
industry. Certain of those benefits which have directly affected us include,
among others, tax holidays, liberalized import and export duties, and
preferential rules concerning foreign investment and repatriation.
Notwithstanding these benefits, however, India's central and state governments
remain significantly involved in the Indian economy as regulators. The
13

elimination of any of these benefits could have a material adverse effect on our
business, operating results and financial condition. Further, no assurance can
be given that we will not be materially and adversely affected by future changes
in inflation, interest rates, currency valuation, taxation, social stability or
other political, economic or diplomatic developments in or affecting India. See
"Business -- Research and Development."

Risk of Doing Business in International Markets. In fiscal 2002, 2001, and
2000, 32%, 32%, and 25%, respectively, of our revenues were from international
customers. We expect that international revenues will continue to account for a
significant percentage of our revenues. We have operations in the United Kingdom
and India, and may expand our operations in other international markets. As a
result, we will be subject to a number of risks, including, among other things,
difficulties in administering our business globally, managing foreign
operations, currency fluctuation, restrictions against the repatriation of
earnings, export requirements and restrictions, and multiple and possibly
overlapping tax structures. In addition, we may from time to time experience a
decrease in sales in certain foreign countries as a result of general economic
conditions in such countries. These risks could have a material adverse effect
on our business, operating results and financial condition. In addition,
acceptance of our products in certain international markets may require
exclusive, time-consuming and costly modifications to our products to localize
the products for use in particular markets. Any earnings generated in countries
other than the United States may be permanently invested outside the United
States, or may be subject to considerable taxation if repatriated to the United
States. We may incur significant costs in foreign currencies to enhance our
marketing, sales and distribution in other countries. Accordingly, as a result
of currency fluctuations, the translation of foreign currencies into U.S.
dollars for accounting purposes could adversely affect our operating results.
Historically, our foreign currency translation adjustments have not been
significant. See notes 4 and 11 to the Consolidated Financial Statements for
additional information about foreign operations and export sales.

Acts of War or Terrorism. The September 11, 2001 terrorist attacks on the
United States created immediate significant economic and political uncertainty.
The long-term effects of such attacks on the world economy and SEEC's business
are unknown, but could be material to the Company. Further terrorists acts or
acts of war, whether in the United States or abroad, could cause damage or
disruption to the Company, its suppliers, strategic partners or customers, or
could create political or economic instability, any of which could have a
material adverse effect on our business. Particularly, escalated tensions
between India and Pakistan pose an increased risk to our software development
and sales operations in India, which could be disrupted in the event of the
outbreak of war between the two countries.

Dependence on Key Personnel. Our success will depend, in part, upon our
ability to hire and retain key senior management and skilled technical,
professional services and sales and marketing personnel. In particular, our
operations, including our strategic direction, sales, and research and
development efforts, are dependent on Ravindra Koka, SEEC's President and Chief
Executive Officer. Although we believe we will be able to hire qualified
personnel, an inability to do so could materially and adversely affect our
ability to market, sell, develop and enhance our enterprise solutions and
products. The market for qualified personnel has historically been, and we
expect that it will continue to be, intensely competitive, and the process of
locating and hiring qualified personnel can be difficult, time-consuming and
expensive.

Some of our IT professionals in the U.S. are citizens of India, with most
of them working in the U.S. under H-1B temporary visas. Under current law, there
is a statutory limit on new H-1B visas that may be issued in a given year. If we
are unable to obtain H-1B visas for our employees in sufficient quantities or at
a sufficient rate for a significant period of time, our business, operating
results, and financial condition could be materially and adversely affected. On
October 17, 2000, the "American Competitiveness in the Twenty-First Century Act"
(the "Act") was signed into law, and the annual H-1B visa quota for each of the
years 2001, 2002 and 2003 was increased to 195,000. The annual quota reverts to
65,000 in fiscal year 2004. In addition, certain provisions of the Act make it
likely that there will not be any H-1B "black out periods" as there have been in
the past. However, the Act now permits permanent resident applicants to change
employers under certain conditions, which could adversely impact employee
retention rates among the Company's non-citizen/non-permanent resident
consultants.

14

We have been hiring, and intend to continue to hire, sales managers and
other key personnel. Our success will depend in part on the successful
assimilation and performance of these individuals. The loss of one or more of
our key employees, in particular, Mr. Koka, or our inability to hire and retain
other qualified employees could have a material adverse effect on our business,
operating results and financial condition. We have employment agreements with
certain key employees, including Mr. Koka, but do not maintain key man life
insurance on any of our employees.

Dependence on Proprietary Rights. Our success is heavily dependent upon our
proprietary technology. We regard our enterprise solutions and software products
as proprietary and attempt to protect them under a combination of copyright,
trade secret and trademark laws, as well as by contractual restrictions on
employees and third parties. Despite these precautions, it may be possible for
unauthorized parties to copy our software or to reverse-engineer or otherwise
obtain and use information we regard as proprietary. We have no patents, and
existing trade secret and copyright laws provide only limited protection.
Certain provisions of our license and distribution agreements, including
"shrink-wrap" license agreements, which include provisions protecting against
unauthorized use, duplication, transfer and disclosure, may be unenforceable
under the laws of certain jurisdictions, and we are sometimes required to
negotiate limits on these provisions. Policing unauthorized use of our products
is difficult, and while we are unable to determine the extent to which piracy of
our software exists, software piracy is expected to be a persistent problem,
particularly in international markets and as a result of the growing use of the
Internet. Certain third parties may have the right to be provided with access to
the source code for certain of our products under a source code escrow agreement
with safeguards. Such access to source code may increase the possibility of
misappropriation or misuse of our software. Our close relationship with certain
third-party service providers increases the risk that such providers may attempt
to use our proprietary products and methodologies to develop their own solutions
that compete with ours. In addition, the laws of some foreign countries do not
protect our proprietary rights to the same extent as do the laws of the United
States. There can be no assurance that the steps that we have taken will be
adequate to deter misappropriation of proprietary information, or that we will
be able to detect unauthorized use and take appropriate steps to enforce our
intellectual property rights. In addition, our solutions depend, to a certain
extent, on our ability to build interfaces with third-party software products,
which are subject to the proprietary rights of such third parties. There can be
no assurance that such third parties will continue to support or update such
products, or that we will continue to have the access to such products necessary
to offer the interfaces as a component of our solutions.

Significant and protracted litigation may be necessary to protect our
proprietary rights, to determine the scope of the proprietary rights of others,
or to defend against claims of infringement. We are not aware that any of our
products, trademarks or other proprietary rights infringe the proprietary rights
of third parties, and we are not currently involved in any litigation with
respect to proprietary rights. Infringement claims against software developers
are likely to increase as the number of functionally-similar products in the
market increases. There can be no assurance that third-party claims, with or
without merit, alleging infringement will not be asserted against us in the
future. Such assertions, whether with or without merit, can be time-consuming
and expensive to defend, and could require us to cease the use and sale of
infringing products, trademarks or technologies, to incur significant litigation
costs and expenses, to develop or acquire non-infringing technology, or to
obtain licenses to the alleged infringing technology. There can be no assurance
that we would be able to develop or acquire alternative technologies or to
obtain such licenses on commercially acceptable terms or at all, which could
have a material adverse effect on our business, operating results and financial
condition. See "Business -- Intellectual Property."

Volatility of Stock Price. The market prices of technology companies,
including SEEC, have been highly volatile. The market price of our Common Stock
is likely to continue to be highly volatile and may increase or decrease
significantly as a result of factors such as actual or anticipated fluctuations
in our operating results, general conditions in the computer hardware and
software industries; announcements of new products, technological innovations or
new contracts by us or by our competitors; developments with respect to patents,
copyrights or proprietary rights; general market conditions; and other factors.
In addition, in recent years the stock market in general, and the shares of
technology companies in particular, have experienced extreme price fluctuations.
These broad market and industry fluctuations, over which we have no control, may
materially and

15

adversely affect the market price of our Common Stock. In addition, shortfalls
in sales or earnings, and general economic conditions may materially and
adversely affect the market price of our Common Stock.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, and we intend that such forward-looking
statements be subject to the safe harbors created thereby. Such forward-looking
statements involve risks and uncertainties and include, but are not limited to,
statements regarding future events and our plans and expectations. Our actual
results may differ materially from such statements. Factors that cause or
contribute to such differences include, but are not limited to, those discussed
above in "Factors That May Affect Future Results," as well as those discussed
elsewhere in this Form 10-K and the documents incorporated herein by reference.
Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate
and, therefore, there can be no assurance that the results contemplated in such
forward-looking statements will be realized. In addition, as disclosed above
under "Factors That May Affect Future Results," our business and operations are
subject to substantial risks that increase the uncertainties inherent in the
forward-looking statements included in this Form 10-K. The inclusion of such
forward-looking information should not be regarded as a representation by us or
by any other person that the future events, plans or expectations contemplated
by us will be achieved.

ITEM 2. PROPERTIES

Our principal administrative, research and development, customer support,
and sales and marketing facilities are located in approximately 16,000 square
feet of office space located in the greater Pittsburgh metropolitan area. The
current lease agreement expires in February 2003. In addition, we lease office
space located in or near San Francisco and Chicago. We also lease office space
near London, England for our European operations and in Hyderabad, India for our
Asian operations. We will continue to periodically assess our requirements
regarding location, size, and types of facilities. We believe that we will be
able to obtain suitable additional space as needed.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

16

PART II

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

Our Common Stock is traded on the Nasdaq Stock Market under the symbol
"SEEC." The following table sets forth the range of high and low sale prices of
our Common Stock as reported on the Nasdaq Market for the periods indicated.

FISCAL YEARS ENDED MARCH 31,

As of May 7, 2002, there were approximately 2,300 beneficial owners of our
Common Stock.

We have never declared or paid cash dividends on our Common Stock and do
not anticipate paying any cash dividends in the foreseeable future. We currently
anticipate that we will retain future earnings, if any, to fund our operations.

17

ITEM 6. SELECTED FINANCIAL DATA

18

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

OVERVIEW

SEEC, Inc. ("SEEC" or the "Company") provides business-to-business (B2B)
software solutions for insurance, financial services, telecommunications and
other industries. The Company's solutions are built upon SEEC Mosaic Studio, a
platform for scalable B2B systems that extend and connect existing business
processes and systems with the Web. SEEC's solutions reuse the mission-critical
business rules locked within existing applications without disrupting current
operations or replacing back-end administrative systems. As a result, projects
can be implemented more rapidly and at lower cost, and with lower risk than with
traditional approaches.

The growth of the Web as a medium for business and the rapid development of
B2B technologies such as XML and Web services are driving large enterprises to
externalize their traditional business processes to improve efficiency, maintain
their competitiveness, and enable future growth. Our solutions focus on
preserving the competitive advantages inherent in current financial, customer
service and industrial systems while allowing companies to utilize the
underlying value of these systems in new Web-centric business processes. SEEC
Mosaic Studio supports these efforts by externalizing the business rules within
current systems and by providing means for quickly integrating those systems
with the Web.

The SEEC Mosaic Studio solutions are used in a wide range of industries,
and SEEC is now incorporating the SEEC Mosaic technologies in its Axcess
industry solutions for insurance and other sectors. The first of these
solutions, Axcess for Insurance, includes component templates that allow
insurance carriers to quickly automate and externalize their key sales processes
to agent and broker business partners. Axcess can reduce the carriers' costs and
improve their relations with the agents and brokers that account for the vast
majority of insurance sales. Axcess, along with SEEC Mosaic Studio, provides a
new alternative to "build vs. buy" for B2B initiatives that offers a faster
return on investment.

SEEC was founded in 1988 to develop tools and solutions for reengineering
of legacy COBOL applications. Through 1999, organizations used SEEC's solutions
extensively for year 2000 remediation and testing, legacy system maintenance,
and legacy system reengineering. In fiscal 2001, we introduced SEEC Mosaic
Studio. Our customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. We derive our revenues from software license and
maintenance fees and professional services fees. Professional services are
typically provided to customers in conjunction with the license of software
products. Our enterprise solutions and software products and services are
marketed through a broad range of distribution channels, including direct sales
to end users, and to end users in conjunction with our partners.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America, which require us
to make estimates and judgements that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. We periodically evaluate these estimates, including those related
to our revenue recognition, allowance for doubtful accounts, and intangible
assets. We base our estimates on historical experience and various other
assumptions that we believe to be reasonable based on the specific
circumstances, the results of which form the basis for making judgments about
the carrying value of certain assets and liabilities that are not readily
apparent from other sources. Actual results could differ from these estimates.

We believe the following critical accounting policies impact the most
significant judgments and estimates used in the preparation of our consolidated
financial statements:

Revenue Recognition. Our revenue recognition policy is significant because
our revenue is a key component of our results of operations. We follow detailed
guidelines discussed in Note 1 of the Notes to our Consolidated Financial
Statements. We recognize revenue in accordance with generally accepted
accounting principles that have been prescribed for the software industry. The
accounting rules related to revenue recognition are complex and are affected by
interpretations of the rules and an understanding of industry practices, both of

19

which are subject to change. Consequently, the revenue recognition accounting
rules require management to make significant judgments.

Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable. Fixed-price contracts and related estimates have
not been significant in recent years.

Impairment of Goodwill and Intangible Assets. We record intangible assets
when we acquire other companies. The cost of the acquisition is allocated to the
assets and liabilities acquired, including intangible assets, with the remaining
amount being classified as goodwill. We periodically review the carrying amounts
of goodwill and intangible assets for indications of impairment. If impairment
is indicated, we assess the value of the intangible assets. The value of
goodwill and intangible assets has been amortized to operating expense over
time, with in-process research and development recorded as a one-time charge on
the acquisition date. Under current accounting guidelines that became effective
on July 1, 2001, goodwill arising from transactions occurring after June 30,
2001 and any existing goodwill as of April 1, 2002 are no longer amortized to
expense but rather are periodically assessed for impairment. As a result of
write-downs of goodwill resulting from impairment evaluations performed in
fiscal 2001 and 2002, no goodwill exists as of April 1, 2002. We periodically
review the estimated remaining useful lives of our remaining intangible assets.
A reduction in our estimate of remaining useful lives, if any, could result in
increased amortization expense in future periods. See Notes 2 and 3 to the
Consolidated Financial Statements.

Allowance for Doubtful Accounts. We record allowances for estimated losses
resulting from the inability of our customers to make required payments. We
assess the credit worthiness of our customers based on past collection history
and specific risks identified in our outstanding accounts receivable. If the
financial condition of a customer deteriorates such that its ability to make
payments might be impaired, or if payments from a customer are significantly
delayed, additional allowances might be required, resulting in future bad debt
expense not provided in the allowance for doubtful accounts at March 31, 2002.

20

RESULTS OF OPERATIONS

The following table sets forth the percentage of total revenues represented
by certain income and expense items.

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001

Revenues. Total revenues for fiscal 2002 were $2,335,000 compared to
$3,045,000 for fiscal 2001, a decrease of $710,000 or 23%. Software license and
maintenance fees were $1,464,000 for fiscal 2002 compared to $2,262,000 for
fiscal 2001, a decrease of $798,000 or 35%. Professional services revenues,
consisting of consulting and training services fees, were $871,000 in fiscal
2002 compared to $783,000 in fiscal 2001, an increase of $88,000 or 11%. The
decreases in revenues are primarily attributable to the global economic
slowdown, as many companies have chosen to defer or reduce the rate of spending
on information technology ("IT") projects. This reduced spending on software and
services has negatively impacted our revenues.

Cost of Revenues. Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of personnel costs of employees or subcontracted personnel required to
provide consulting, training, on-site or in-house factory services, and customer
support services. Our total cost of revenues was $1,249,000 for fiscal 2002,
compared to $1,528,000 for fiscal 2001, a decrease of $279,000 or 18%. The
decrease in cost of revenues was associated with the decline in revenues, as
discussed above. Total costs of revenues did not decrease in the same proportion
as did revenues between periods, primarily due to costs of maintaining customer
support staff at a level adequate to serve our customers, regardless of the
decrease in associated revenues during the period.

Cost of software license and maintenance fees includes the expenses for
providing customer support services and, to a lesser degree, the expenses of
third-party software sold, media, manuals, duplication and shipping related to
sales of certain of our software products. Customer support ("maintenance")
services include telephone or online (Internet) technical assistance and
periodic software upgrades provided to customers who have purchased maintenance
in conjunction with a software license purchases. Cost of software license and

21

maintenance fees was $372,000 for fiscal 2002 compared to $455,000 for fiscal
2001, a decrease of $83,000 or 18%. Customer support costs declined with a fall
in maintenance contract renewals. The cost reductions were primarily in
personnel costs.

Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for our personnel responsible for providing
consulting and training services to customers. Costs of temporary or
subcontracted labor may also be included, if such labor is required to meet the
demands of providing services. Professional services costs were $877,000 for
fiscal 2002 compared to $1,073,000 for fiscal 2001, a decrease of $196,000 or
18%. This decrease occurred in spite of the increase in professional services
revenues and was primarily attributable to reductions in professional staff and
associated personnel costs. Utilization rates for professional staff were higher
in fiscal 2002 compared to fiscal 2001.

Gross Margins. Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 47% for fiscal 2002 compared to 50%
for fiscal 2001. Gross margin percentages were 75% and 80% for software license
and maintenance fees, and (1)% and (37)% for professional services, for fiscal
2002 and 2001, respectively.

The gross margin percentages for software license and maintenance fees are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. The gross
margin percentage for software license and maintenance fees was lower in fiscal
2002 than in fiscal 2001 due primarily to the decrease in these revenues, which
declined by a proportionately greater percentage than the decrease in customer
support costs.

The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. The gross margin percentage in fiscal 2002 was higher than in
fiscal 2001 due to the increase in professional services revenues combined with
reduced staff levels, resulting in higher utilization rates of our billable
consultants.

General and Administrative. General and administrative expenses include
the costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $1,729,000 for fiscal 2002 compared to $2,268,000 for fiscal 2001,
a decrease of $539,000 or 24%. This decrease was primarily due to lower
personnel and depreciation costs, cost savings associated with the closing of
our Burlingame, California operation, and other ongoing efforts to reduce
general expenses. These cost reductions were partially offset by higher
insurance costs.

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
tradeshows and other promotional activities. Sales and marketing expenses were
$4,350,000 for fiscal 2002 compared to $4,437,000 for fiscal 2001, a decrease of
$87,000 or 2%. The decrease is primarily due to lower marketing expenditures,
particularly a reduction in tradeshows expense. These cost reductions were
partially offset by higher personnel costs and expenses related to opening a new
sales office in Chicago, both related to changes in our sales and marketing
organization following the hiring of our new sales vice president.

Research and Development. Total expenditures for research and development
were $1,632,000 in fiscal 2002 compared to $1,799,000 in fiscal 2001, a decrease
of $167,000 or 9%. The decrease was primarily the result of a reduction in
personnel costs. A larger proportion of development work was shifted to India,
where personnel costs are lower.

Amortization of Goodwill and Other Intangible Assets. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. Amortization of goodwill and other intangible assets amounted to
$177,000 in fiscal 2002 compared to $559,000 in fiscal 2001, a decrease of
$382,000 or 68%. The decrease was attributable to the fiscal 2001 write-down of
$2,092,333 of impaired long-lived assets, which resulted in lower amortization
expense in fiscal 2002. See Notes 2 and 3 to the Consolidated Financial
Statements.

22

Write-Down of Impaired Assets. We incurred non-cash charges of $136,000 to
write down impaired assets in fiscal 2002 compared to $2,092,000 in fiscal 2001,
a decrease of $1,956,000 or 93%. The fiscal 2002 charges were based principally
on an impairment test of goodwill acquired in our August 1999 purchase of ERA
Software Systems Private, Limited, a software consulting and development company
based in India.. The fiscal 2001 charges were based principally on an impairment
test of intangible assets acquired with the Company's August 1999 purchase of
Mozart, as described in Note 3 to the Consolidated Financial Statements. The
value of acquired goodwill and other intangible assets is deemed impaired and
charged to operations if expected future cash flows of the related assets are
less than their carrying values.

Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are comprised primarily of money market funds and high-grade bonds and
bond funds with average maturities of less than two years. Interest and other
income, net was $680,000 in fiscal 2002, compared to $1,307,000 in fiscal 2001,
a decrease of $627,000 or 48%. This decrease resulted from lower short-term
interest rates combined with the effect of lower cash and short-term investments
balances in the current year periods as compared to the prior year periods. The
drop in interest income was partially offset by a net gain of $71,000 on the
disposal of marketable investments in fiscal 2002 versus a net loss of $56,000
on the disposal of marketable investments in fiscal 2001. Cash and short-term
investment balances were used in fiscal 2002 primarily to fund operations.

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2001 AND MARCH 31, 2000

Revenues. Total revenues for fiscal 2001 were $3,045,000 compared to
$6,316,000 for fiscal 2000, a decrease of $3,271,000 or 52%. Software license
and maintenance fees were $2,262,000 for fiscal 2001 compared to $3,821,000 for
fiscal 2000, a decrease of $1,559,000 or 41%. Professional services revenues,
consisting of consulting, training, and legacy system transformation services
fees, were $783,000 in fiscal 2001 compared to $2,495,000 in fiscal 2000, a
decrease of $1,712,000 or 69%. Most of our revenues in the first three quarters
of fiscal 2000 were derived from sales of year 2000 products and solutions, and
the decreases experienced were a result of the rapid decline in worldwide demand
for year 2000 solutions immediately following December 31, 1999. Since that
date, substantially all of our revenues have been generated from sales of our
Web-enablement and legacy system transformation solutions (collectively,
"e-business" solutions).

Cost of Revenues. Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of personnel costs of employees or subcontracted personnel required to
provide consulting, training, on-site or in-house factory services, and customer
support services. Our total cost of revenues was $1,528,000 for fiscal 2001,
compared to $2,219,000 for fiscal 2000, a decrease of $691,000 or 31%. The
decrease in cost of revenues was associated with the decline in revenues, as
discussed above. This decline was partially offset by increased costs related to
Web-enablement and legacy transformation products and services. Total costs of
revenues did not decrease in the same proportion as did revenues between
periods, primarily due to the inherent costs of under-utilized professional
staff.

Cost of software license and maintenance fees includes the expenses for
providing customer support services, royalties, third-party software sold, and,
to a lesser degree, the expenses of media, manuals, duplication and shipping
related to sales of certain of our software products. Customer support
("maintenance") services include telephone or online (Internet) technical
assistance and periodic software upgrades provided to customers who have
purchased maintenance in conjunction with a software license purchases. Cost of
software license and maintenance fees was $455,000 for fiscal 2001 compared to
$560,000 for fiscal 2000, a decrease of $105,000 or 19%. With customers having
completed their year 2000 remediation projects, customer support costs declined
with a fall in maintenance contract renewals, which was partially offset by
increases in costs related to sales of e-business products. The cost reductions
were primarily in the areas of customer support personnel costs and a royalty
charge in fiscal 2000 for third-party software sold, a cost not incurred in
fiscal 2001.

Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for our personnel responsible for providing
consulting and training services to customers. Costs of temporary or
subcontracted labor may also be included, if such labor is required to meet the
demands of providing services. Professional services costs were $1,073,000 for
fiscal 2001 compared to $1,659,000 for fiscal 2000, a decrease of

23

$586,000 or 35%. This decrease was primarily attributable to reductions in
personnel costs, both in-house and subcontracted, and is related to the decline
in demand for year 2000-related services, which was partially offset by an
increase in demand for services related to e-business solutions. Due to the
under-utilization of professional staff, total costs of professional services
did not decrease at the same rate as services revenues between periods.

Gross Margins. Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 50% for fiscal 2001 compared to 65%
for fiscal 2000. Gross margin percentages were 80% and 85% for software license
and maintenance fees, and (37)% and 34% for professional services, for fiscal
2001 and 2000, respectively.

The gross margin percentages for software license and maintenance fees are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. Also, these
percentages fluctuate depending on the mix of software products and the varying
royalty expenses, if any, associated with those products. The gross margin
percentage for software license and maintenance fees was lower in fiscal 2001
than in fiscal 2000 due primarily to the decrease in these fees, which declined
by a proportionately greater percentage than the decrease in customer support
costs.

The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. The gross margin percentages for professional services vary
depending on the utilization rates for billable consultants, the timing and
amount of costs incurred for recruiting and training services consultants, and
the type of services provided. The gross margin percentage in fiscal 2001 was
lower than in fiscal 2000 due to the decrease in professional services revenues,
with the corresponding lower utilization rates of our billable consultants.

General and Administrative. General and administrative expenses include
the costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $2,268,000 for fiscal 2001 compared to $2,472,000 for fiscal 2000,
a decrease of $204,000 or 8%. This decrease was primarily due to cost savings
associated with the closing of our office in Germany and other ongoing efforts
to reduce general expenses.

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
and other promotional activities. Sales and marketing expenses were $4,437,000
for fiscal 2001 compared to $5,402,000 for fiscal 2000, a decrease of $965,000
or 18%. The decrease is primarily due to lower marketing expenditures, changes
in the sales organization, and a decrease in sales commissions expense
commensurate with the reduction in revenues between the two periods. We incurred
higher expenses for advertising and promotion in fiscal 2000 in conjunction with
the launch of our e-business solutions. Also, the sales organization was
restructured after the third quarter of fiscal 2000, with the resultant cost
reductions reflected in the full fiscal 2001 period.

Research and Development. Total expenditures for research and development
were $1,799,000 in fiscal 2001 compared to $1,825,000 in fiscal 2000, a decrease
of $26,000 or 1%. The decrease was primarily the result of the elimination of
outside consulting costs related to a completed development project. The
reduction was largely offset by the effect of a full year of costs for Mozart
personnel in fiscal 2001 compared to eight months of such costs in fiscal 2000.
Mozart was acquired in the second quarter of fiscal 2000.

Amortization of Goodwill and Other Intangible Assets. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. Amortization of goodwill and other intangible assets amounted to
$559,000 in fiscal 2001 compared to $446,000 in fiscal 2000, an increase of
$113,000 or 25%. The increase was attributable to a full year of amortization of
intangible assets added with the August 1999 acquisition of Mozart in fiscal
2001, compared to eight months of such costs in fiscal 2000. See Note 2 to the
Consolidated Financial Statements.

Write-Down of Impaired Assets. We incurred non-cash charges amounting to
$2,092,000 in fiscal 2001, based principally on an impairment test of intangible
assets acquired with the Company's August 1999 purchase of Mozart, as described
in Note 3 to the Consolidated Financial Statements. The value of acquired
goodwill and
24

other intangible assets is deemed impaired and charged to operations if expected
future cash flows of the related assets are less than their carrying values. We
did not incur any such charges in fiscal 2000.

Acquired In-Process Research and Development. We recorded a one-time
charge of $531,000 during fiscal 2000 in connection with the acquisition of
Mozart, as described in Note 2 to the Consolidated Financial Statements. We did
not incur any such charges in fiscal 2001. The value of acquired research and
development projects is charged to expense when, in management's opinion, the
projects have not reached technological feasibility and have no probable
alternative future use.

Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are comprised primarily of money market funds and high-grade bonds and
bond funds with average maturities of less than two years. Interest and other
income, net was $1,307,000 in fiscal 2001, compared to $1,455,000 in fiscal
2000, a decrease of $148,000 or 10%. Despite the positive impact of higher
average interest rates on invested cash, the effects of the decrease in cash
balances and, to a lesser extent, the realized losses on short-term bond
investments, combined to reduce interest and other income, net between fiscal
2000 and fiscal 2001. Cash balances have been used to fund operations and for
stock repurchases.

Income Taxes. An income tax benefit of $395,000 was recorded for fiscal
2000, resulting in an effective tax rate of 8%. No income tax provision or
benefit was recorded for fiscal 2001. In fiscal 2000 and 2001, we calculated a
net deferred tax asset, which was offset by a valuation allowance due to the
uncertainty of realization of our net operating loss carryforwards. The
valuation allowance reduced the tax benefit calculated on the net operating
losses incurred in both years. See Note 11 to the Consolidated Financial
Statements.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the balance of our cash, cash equivalents, and
short-term investments was $14.4 million compared to $20.3 million at March 31,
2001. Our working capital totaled $14.0 million and $19.9 million at March 31,
2002 and 2001, respectively. Our cash flows have been used primarily for general
operating expenses, to purchase equipment, furniture and leasehold improvements,
to fund internal research and development, and to fund two business
acquisitions.

Our primary investing activities in fiscal 2002 consisted of net sales of
short-term investments of $341,000 and purchases of property and equipment of
$200,000. Our primary investing activities in fiscal 2001 consisted of net sales
of short-term investments of $3,493,000. In fiscal 2000, we paid $2,271,000, net
of cash acquired, in connection with an acquisition, as described in Note 2 to
the Consolidated Financial Statements. Our financing activities in fiscal 2002,
2001 and 2000 included the purchase of our Common Stock for $73,000, $339,000
and $135,000, respectively, under the stock repurchase program described in Note
8 to the Consolidated Financial Statements.

Our cash balances may be used to develop or expand domestic and
international sales and marketing efforts, to establish additional facilities,
to hire additional personnel, for increased research and development, for
capital expenditures, and for working capital and other general corporate
purposes. We may also utilize cash to develop or acquire other businesses,
products or technologies complementary to our current business. The amounts
actually expended for each such purpose may vary significantly and are subject
to change at our discretion, depending upon certain factors, including economic
or industry conditions, changes in the competitive environment, and strategic
opportunities that may arise. We believe that cash flows from operations and the
current cash balances will be sufficient to meet our liquidity needs for the
foreseeable future. In the longer term, we may require additional sources of
capital to continue operations at the current rate or to fund future growth.
Such sources of capital may include additional equity offerings or debt
financings.

IMPACT OF INFLATION

Increases in the inflation rate are not expected to materially affect our
operating results. Inflationary cost increases have not been material in recent
years, and to the extent allowed in light of competitive pressures, such
increases are passed on to customers through increased billing rates.

25

FOREIGN CURRENCY TRANSLATION

The overall effects of foreign currency exchange rates on our business
during the periods discussed have not been material. Movements in foreign
currency exchange rates create a degree of risk to our operations if those
movements affect the dollar value of costs incurred in foreign currencies. The
majority of our billings to date have been denominated in U.S. dollars. Changing
currency exchange rates may affect our competitive position if exchange rate
changes impact profitability and business and/or pricing strategies of non-U.S.
based competitors.

The functional currency of our foreign subsidiaries is the U.S. dollar.
Monetary assets and liabilities of the Company's foreign subsidiaries are
translated at year-end exchange rates and non-monetary items are translated at
historical rates. Revenues and expenses are translated at average exchange rates
in effect during the period.

SEASONALITY

We do not believe that our operations are affected by seasonal
fluctuations. Our cash flows may at times fluctuate due to the timing of cash
receipts from large individual sales.

RECENT ACCOUNTING STANDARDS

In June 2001, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. The
Company's previous business combinations were accounted for using the purchase
method. SFAS No. 141 also requires that acquired intangible assets be recognized
apart from goodwill if the acquired intangible assets meet certain criteria. In
accordance with the guidelines in SFAS No. 142, goodwill and other intangible
assets with indefinite useful lives should be tested for impairment annually, or
more frequently if impairment indicators arise. Separable intangible assets that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives. SFAS No. 142 must be applied in fiscal years beginning after
December 15, 2001 to all goodwill and other intangible assets recognized at that
date, regardless of when those assets were initially recognized. SFAS No. 142
requires that a transitional goodwill impairment test be completed six months
from the date of adoption and a reassessment of the useful lives of other
intangible assets occur within the first interim quarter after adoption of SFAS
No. 142. In accordance with the provisions of the statement, the Company will
adopt SFAS 142 on April 1, 2002. The Company does not expect the adoption of
SFAS 142 to have a material affect on its financial position, results of
operations, or cash flows.

In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS No. 144 also supercedes certain provisions of APB Opinion No. 30,
"Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 addresses financial accounting and
reporting for the impairment and disposal of long-lived assets and significantly
changes the criteria required to classify an asset as held-for-sale. The
statement is effective for fiscal years beginning after December 15, 2001, with
early adoption allowed. The Company adopted the standard effective April 1,
2002. The Company does not expect the adoption of SFAS 144 to have a material
affect on its financial position, results of operations, or cash flows.

26

ITEM 7A. MARKET RISK

Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relates primarily to our cash equivalent investments. We have not
used derivative financial instruments. We invest our excess cash in short-term,
floating-rate instruments that carry a degree of interest rate risk. These
instruments may produce less income than expected if interest rates fall.
Conversely, if interest rates rise, the market value of our fixed-income
investments will likely be negatively impacted.

Foreign Currency Risk. As of March 31, 2002, we had operating subsidiaries
located in the United Kingdom and India. We are exposed to foreign currency
exchange rate fluctuations as the financial results of our foreign subsidiaries
are translated into U.S. dollars in consolidation. As exchange rates vary, these
results, when translated, may vary from expectations and adversely impact
overall profitability. We maintain only nominal foreign currency cash balances,
consisting of working funds necessary to facilitate the short-term operations of
our subsidiaries. At March 31, 2002 we did not hold any material
foreign-denominated financial instruments or contracts, and we have not entered
into foreign currency hedge transactions. The effect of foreign exchange rate
fluctuations on our financial position or results of operations has not been,
and is not expected to be, material in the foreseeable future.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 14 below and the index therein for a listing of financial
statements and supplementary data filed as part of this report.

27

SEEC, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

28

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and
Board of Directors
SEEC, Inc.
Pittsburgh, Pennsylvania

We have audited the accompanying consolidated balance sheets of SEEC, Inc.
and subsidiaries as of March 31, 2002 and 2001, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
each of the three years in the period ended March 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. 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 consolidated financial position of SEEC, Inc. and
subsidiaries as of March 31, 2002 and 2001, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended March 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

BDO Seidman, LLP

Boston, Massachusetts
May 23, 2002

29

SEEC, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

30

SEEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

31

SEEC, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

YEARS ENDED MARCH 31, 2000, 2001 AND 2002

The accompanying notes are an integral part of these financial statements.

32

SEEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements.

33

SEEC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The consolidated financial statements include the
accounts of SEEC, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"), including SEEC Holdings, Inc., SEEC Europe Limited, SEEC
Technologies Asia Private Limited ("SEEC Asia"), SEEC Germany GmbH ("SEEC
Germany"), SEEC Singapore, Pte. Ltd. ("SEEC Singapore"), and Mozart Systems
Corporation (see Note 2). Also included are the accounts of the unincorporated
branch operations located in South Korea. The operations of SEEC Germany were
discontinued during the year ended March 31, 2000, and the operations of SEEC
Singapore and the Korean branch were closed during the year ended March 31,
2001. All significant intercompany balances and transactions have been
eliminated.

Business. Founded in 1988, the Company provides integrated solutions for
building dynamic and flexible e-business applications while retaining and
enhancing the ongoing value of existing systems. The Company's solutions address
the full range of system understanding, business rule mining, composite
applications and Web enablement. The Company provides solutions for enhancing
and renewing systems to a Web services architecture for easier integration with
newer Web-based systems -- allowing for disparate systems within an enterprise
to communicate with each other. The Company's tools, services and application
components reduce implementation time and costs by leveraging and reusing
business rules and existing systems in new Web-based composite applications,
without disrupting current operations or replacing back-end administrative
systems.

The Company's customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. Through 1999, these organizations used the Company's
solutions extensively for year 2000 remediation and testing, legacy system
maintenance, and legacy system reengineering. More recently, the SEEC Mosaic
Studio solutions are used in a wide range of industries, and SEEC is now
incorporating the SEEC Mosaic technologies in its Axcess industry solutions for
insurance and other sectors.

The Company's solutions are provided through a combination of integrated
software products and specialized professional services, including installation,
training, consulting, maintenance and product support services. Marketing
efforts are conducted through the Company's direct sales force and relationships
with third party service providers under non-exclusive arrangements.

Foreign Currency Translation. The Company's foreign operations' functional
currency is the U.S. dollar. Monetary assets and liabilities of the Company's
foreign subsidiaries are translated at year-end exchange rates and non-monetary
items are translated at historical rates. Revenues and expenses are translated
at average exchange rates in effect during the period. Foreign currency
transaction gains and losses are recognized currently in the consolidated
statements of operations (see Note 7).

Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash, Cash Equivalents and Concentrations of Credit Risk. The statements
of cash flows classify changes in cash and cash equivalents (short-term,
highly-liquid investments readily convertible into cash with an original
maturity of three months or less) according to operating, investing or financing
activities. Cash equivalents consist of funds in money market accounts and
totaled $10,092,446 and $15,908,154 at March 31, 2002 and 2001, respectively.
Financial instruments that potentially expose the Company to concentrations of
credit risk consist principally of cash, temporary cash investments and accounts
receivable.

34

The Company places its cash and temporary cash investments with financial
institutions which management considers to be of high quality; however, at times
such deposits may be in excess of the Federal Deposit Insurance Corporation
insurance limit.

Concentrations of credit risk with respect to accounts receivable result
from a significant portion of revenues being derived from a relatively small
number of customers (see Note 4). The Company generally does not require
collateral on accounts receivable because the majority of the Company's
customers are large, well established companies. The Company provides allowances
for estimated credit losses in accordance with management's ongoing evaluation.
While the competitiveness of the software industry presents an inherent
uncertainty, the Company's credit risks are moderated by the diversity of its
customers and geographic sales areas.

Short-Term Investments. Short-term investments consist of short duration
fixed-income securities, primarily government agency issues and corporate bonds.
The average duration of the short-term investment portfolio of debt securities
is approximately two years. The Company's short-term investments are classified
as available-for-sale and are carried at fair value with unrealized gains and
losses included in other comprehensive income (loss). Realized gains and losses
are recognized in the results of operations.

Revenue Recognition. On April 1, 1998, the Company adopted AICPA Statement
of Position ("SOP") 97-2, "Software Revenue Recognition." SOP 97-2 specifies the
criteria that must be met for recognizing revenues from software sales. In
December 1998, the AICPA issued SOP 98-9, "Software Revenue Recognition, With
Respect To Certain Arrangements," and the Company adopted the statement for all
transactions entered into in fiscal 1999. SOP 98-9 requires recognition of
revenue using the "residual method" in a multiple-element arrangement when fair
value does not exist for one or more of the delivered elements in the
arrangement. Under the residual method, the total fair value of the undelivered
elements is deferred and subsequently recognized in accordance with SOP 97-2.

Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable.

Property and Equipment. Property and equipment are stated at cost.
Maintenance and repairs that are not considered to extend the useful life of
assets are charged to operations as incurred. Depreciation is provided using the
straight-line method. Estimated useful lives of assets are as follows: computer
equipment -- 3 to 5 years; software and other equipment -- 5 years; furniture
and fixtures -- 5 to 7 years; and leasehold improvements -- life of the lease.

Goodwill and Other Intangible Assets. Goodwill represents the excess of
the purchase price of net tangible and intangible assets acquired in business
combinations over their estimated fair value. Other intangible assets include
capitalized trademark costs and developed technology, assembled workforce and
customer lists acquired in business combinations. Goodwill and other intangible
assets are amortized on a straight-line basis over their estimated useful lives,
ranging from five to seven years.

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of," the
Company evaluates goodwill and other intangible assets on an ongoing basis, and
impairment losses are recognized if expected future cash flows of the related
assets are less than their carrying values. Based on these evaluations, the
Company recorded charges for the write-downs of certain impaired assets in the
years ended March 31, 2002 and 2001 (see Note 3).

Research and Development Costs. Research and development expenses include
costs incurred by the Company to develop and enhance the Company's software.
SFAS No. 86, "Accounting for the Costs of
35

Computer Software to be Sold, Leased or Otherwise Marketed," establishes
criteria for capitalization of software development costs, beginning upon the
establishment of product technological feasibility and concluding when the
product is available for general release to customers. After carefully
evaluating these criteria, management concluded that the amounts qualifying for
capitalization were immaterial, and therefore no development costs have been
capitalized to date.

Advertising Costs. Advertising costs are expensed as incurred and totaled
$200,591, $233,023 and $915,016 for the years ended March 31, 2002, 2001 and
2000, respectively.

Stock-Based Compensation. SFAS No. 123, "Accounting for Stock-Based
Compensation," was effective for the year ended March 31, 1997. As permitted by
SFAS No. 123, the Company has continued to account for employee stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and has made the pro forma
disclosures required by SFAS No. 123 in Note 9.

In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. ("FIN") 44, "Accounting for Certain Transactions
Involving Stock Compensation -- an Interpretation of APB Opinion No. 25." FIN 44
primarily clarifies the definition of an employee for purposes of applying APB
No. 25, the criteria for determining whether a plan qualifies as a
noncompensatory plan, the accounting consequences of various modifications to
the terms of previously fixed stock option awards, and the accounting for an
exchange of stock compensation awards in a business combination. The application
of FIN 44 did not have a significant impact on the Company's results of
operations, financial position or cash flows.

Income Taxes. The Company records income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS No.
109, deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under SFAS No. 109, the effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date (see Note 11). The measurement of deferred tax assets is reduced,
if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realized.

Net Loss per Common Share. Net loss per common share for all periods
presented is computed in accordance with the provisions of SFAS No. 128,
"Earnings Per Share." Basic earnings or loss per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed using the weighted average number of common
shares and dilutive potential common shares outstanding during the period.
Dilutive common shares include options and warrants if their exercise prices
exceed the average market price of the common shares (see Note 12). Common
equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive.

Financial Instruments. The estimated fair value of the Company's financial
instruments, which include short-term investments, accounts receivable, accounts
payable and off-balance-sheet letters of credit, approximates their carrying
value.

Comprehensive Income. The Company reports comprehensive income in
accordance with SFAS No. 130, "Reporting Comprehensive Income." Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. The Company's comprehensive
income (loss) is reported on the consolidated statement of shareholders' equity
for all periods.

Segment Reporting. The Company operates in a single segment, as defined by
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." See Note 4 for geographic information.

Recent Accounting Pronouncements. In June 2001, the FASB issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires the use of the purchase method of accounting and
prohibits the use of the pooling-of-interests method of accounting for business
combinations initiated after June 30, 2001. The Company's previous business
combinations were

36

accounted for using the purchase method. SFAS No. 141 also requires that
acquired intangible assets be recognized apart from goodwill if the acquired
intangible assets meet certain criteria. In accordance with the guidelines in
SFAS No. 142, goodwill and other intangible assets with indefinite useful lives
should be tested for impairment annually, or more frequently if impairment
indicators arise. Separable intangible assets that are not deemed to have an
indefinite life will continue to be amortized over their useful lives. SFAS No.
142 must be applied in fiscal years beginning after December 15, 2001 to all
goodwill and other intangible assets recognized at that date, regardless of when
those assets were initially recognized. SFAS No. 142 requires that a
transitional goodwill impairment test be completed six months from the date of
adoption and a reassessment of the useful lives of other intangible assets occur
within the first interim quarter after adoption of SFAS No. 142. In accordance
with the provisions of the statement, the Company will adopt SFAS 142 on April
1, 2002. The Company does not expect the adoption of SFAS 142 to have a material
affect on its financial position, results of operations, or cash flows.

In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS No. 144 also supercedes certain provisions of APB Opinion No. 30,
"Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 addresses financial accounting and
reporting for the impairment and disposal of long-lived assets and significantly
changes the criteria required to classify an asset as held-for-sale. The
statement is effective for fiscal years beginning after December 15, 2001, with
early adoption allowed. The Company adopted the standard effective April 1,
2002. The Company does not expect the adoption of SFAS 144 to have a material
affect on its financial position, results of operations, or cash flows.

Reclassifications. Certain prior period amounts have been reclassified to
conform to the current year presentation.

NOTE 2 -- ACQUISITION

Mozart Systems Corporation -- On August 4, 1999, the Company acquired all
of the outstanding shares of capital stock of Mozart, a developer of
Web-enablement products for rapid implementation of e-business applications. The
acquisition was accounted for using the purchase method of accounting and,
accordingly, the results of operations of Mozart are included in the Company's
consolidated financial statements from the date of acquisition. The Company has
allocated the purchase price to the assets acquired and the liabilities assumed
based upon their respective fair market values on the date of acquisition. The
aggregate purchase price was approximately $3.5 million, of which approximately
$2.2 million was paid in cash from existing cash balances and $1.0 million was
paid in the form of 222,222 unregistered shares of SEEC Common Stock, with the
balance related to acquisition costs and assumed liabilities.

Based upon the fair market values on the effective date of the acquisition,
the purchase price was allocated as follows:

Current assets.............................................. $ 155,498
Property and equipment...................................... 100,000
Acquired in-process research and development................ 531,100
Goodwill and other intangible assets........................ 2,746,321
----------
Total purchase price........................................ $3,532,919
==========

Acquired in-process research and development expenses were charged to
expense in the year ended March 31, 2000. Included in goodwill and other
intangible assets is cost allocated to purchased software of $2,484,321, which
was determined in an initial valuation of the assets purchased using estimated
undiscounted future cash flows. Goodwill and other intangible assets acquired
were amortized over their estimated useful lives of five to seven years until,
based on an impairment review in March 2001, their remaining net book value was
written down (see Note 3).

37

The value of acquired research and development projects is charged to
expense when, in management's opinion, the projects have not reached
technological feasibility and have no probable alternative future use. The
Company allocated value to in-process research and development based on an
assessment of research and development projects. The values assigned to those
assets were limited to significant research projects for which technological
feasibility had not been established. This allocation represented the estimated
fair value based on the risk-adjusted cash flows of the incomplete projects. The
value of Mozart's in-process research and development projects was determined by
estimating the costs to develop the purchased in-process technology to the stage
of commercial viability, estimating the future cash flows from the sale of the
technology, and discounting the cash flows to their present values.

The nature of the efforts to develop the acquired in-process technology
into commercially viable products principally relate to the completion of all
planning, designing, coding, and testing activities that are necessary to
establish that the products can be produced to meet the Company's design
requirements, including functions, features, and technical and economic
performance requirements.

Mozart's results of operations were not considered material to the Company,
and therefore, no pro forma information is provided.

NOTE 3 -- ASSET IMPAIRMENT

The Company assesses long-lived assets for impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." Under those rules, the Company reviews for impairment of
long-lived assets, and certain identifiable intangibles to be held and used,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The Company evaluates any possible impairment
of long-lived assets using estimates of undiscounted future cash flows. If an
impairment loss is to be recognized, it is measured as the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Management
evaluates the fair value of its long-lived assets and intangibles using
primarily the estimated discounted future cash flows method.

The results of such an evaluation performed in March 2001 indicated
significant impairment of certain assets, primarily intangible assets acquired
with the Company's purchase of Mozart (see Note 2). As a consequence, in March
2001, the Company wrote off $2,092,333 of Mozart intangible assets and
equipment, and certain SEEC trademark costs. A March 2002 evaluation of
long-lived assets indicated impairment of certain assets, primarily goodwill
acquired with the Company's purchase of ERA Software Systems Private, Limited in
1998, resulting in a write-down of $136,166.

The write-downs of impaired assets had no impact on the Company's cash flow
or its ability to generate cash flow in the future. As a result of the charge,
depreciation and amortization expense related to these assets will decrease in
future periods.

NOTE 4 -- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

Two customers accounted for 12% and 11% of sales during the year ended
March 31, 2002. One of those customers accounted for 16% of accounts receivable
outstanding at March 31, 2002. No single customer accounted for more than 10% of
sales during the year ended March 31, 2001. Sales to one customer accounted for
13% of the Company's total revenues during the year ended March 31, 2000.

For the year ended March 31, 2002, export sales to non-affiliates accounted
for 32% of total revenues, including Asia -- 15% and Europe -- 10%. For the year
ended March 31, 2001, export sales to non-affiliates accounted for 32% of total
revenues, including Asia -- 20% and Europe -- 8%. For the year ended March 31,
2000, export sales to non-affiliates accounted for 25% of total revenues,
including Asia -- 11% and South America -- 9%.

38

NOTE 5 -- SHORT-TERM INVESTMENTS

Short-term investments consist of the following:

Amortized cost at March 31, 2001 includes a reduction resulting from a
decline in value of a marketable debt security. Because the decline in value was
judged to be other-than-temporary, the $48,467 impairment write-down was
recognized as a realized loss during the year ended March 31, 2001.

Management does not anticipate realization of the March 31, 2002 holding
gain in the upcoming year due to the anticipated adequacy of cash and cash
equivalents currently held to fund operating requirements.

NOTE 6 -- PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

NOTE 7 -- INTEREST AND OTHER INCOME, NET

Interest and other income, net consists of the following:

39

NOTE 8 -- CAPITAL STOCK

In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3,000,000 to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through March 31, 2002, the Company has repurchased 441,875 shares and
used 214,832 shares to cover employee stock purchases and stock option and
warrants transactions. Repurchased shares are recorded as treasury shares.

NOTE 9 -- STOCK OPTIONS

The Company has two stock option plans (the "Plans") that provide for the
granting of stock options to officers and key employees. The 1994 Stock Option
Plan provides for a maximum of 226,305 common shares that may be awarded during
the Plan's ten-year term. The 1997 Stock Option Plan provides for a maximum of
1,300,000 common shares that may be awarded through June 2007. Of the total
1,526,305 common shares eligible for award under the Plans, 1,003,297 shares
have been issued through March 31, 2002. The purpose of the Plans is to promote
the interests of the Company and its shareholders by providing key employees
with additional incentives to continue the success of the Company.

Under the Plans, options are awarded by a committee designated by the
Company's Board of Directors or, if no committee is designated, the full Board.
Incentive stock options and non-qualifying stock options may be granted to
purchase a specified number of shares of common stock at a price not less than
the fair market value on the date of grant and for a term not to exceed 10
years. Options become exercisable at such times and in such installments as
determined at the date of grant, subject to continued employment and certain
other conditions, including a limited ability to sell or otherwise transfer
shares issued pursuant to the Plans.

Activity related to qualified stock options issued under the Plans is
summarized below:

SUMMARY STOCK OPTION INFORMATION:

The Company accounts for the Plans using the intrinsic value method.
Accordingly, no compensation cost has been recognized for the Plans. The pro
forma data below reflects the effect had compensation cost for the

40

Plans been determined based on the fair market value at the grant dates for the
awards under the Plans in accordance with SFAS No. 123.

The fair value of each option grant is estimated on the date of grant using
the Black-Sholes option pricing model. The following assumptions were used for
grants for the years ended March 31, 2002, 2001 and 2000, respectively: risk
free interest rate -- 3.5%, 4.6%, and 6.8%; expected weighted-average
term -- 3.2 years, 2.8 years, and 3.9 years; expected volatility levels -- 100%,
130% and 100%. A dividend yield of zero was assumed for all three years.

The following table summarizes information about qualified stock options
outstanding at March 31, 2002:

NON-QUALIFIED STOCK OPTIONS:

Activity related to non-qualified stock options is summarized below:

In August 2001, the Company's shareholders approved the adoption of The
2000 Non-Employee Directors Stock Option Plan, which had been adopted by the
Board of Directors in November 2000, subject to such shareholder approval. All
current and future directors of the Corporation who are not employees of the
Corporation or any of its subsidiaries are eligible to participate in the
Directors Plan. Initially, the aggregate

41

number of shares of Common Stock which may be issued or delivered and as to
which stock options may be granted under the Plan is 250,000 shares.

Non-qualified stock options outstanding at March 31, 2002, were exercisable
as follows:

EMPLOYEE STOCK PURCHASE PLAN:

On August 6, 1998, the Company adopted the SEEC, Inc. 1998 Employee Stock
Purchase Plan (the "ESPP"), which provides for 300,000 shares of the Company's
common stock to be issued pursuant to purchase rights granted to employees.
Under the plan, eligible employees can elect to have up to 10% of their earnings
withheld, subject to certain limitations, to be used to purchase shares of
common stock on specified dates within 24-month offering periods. In addition,
the Compensation Committee may designate certain offering periods during which
employees may purchase shares of common stock for cash. The purchase price per
share is eighty-five percent (85%) of the lower of (i) the fair market value of
the common stock on the participant's entry date into the offering period or
(ii) the fair market value on the semi-annual purchase date. Under the ESPP, the
Company issued common shares totaling 26,362, 49,862 and 48,098 at an average
price of $1.72, $3.30 and $3.84 during the years ended March 31, 2002, 2001 and
2000, respectively. In accordance with APB 25, the Company does not recognize
compensation cost related to employee purchase rights under the Plan and,
therefore, there are no charges or credits to income in connection with the
ESPP.

NOTE 10 -- COMMON STOCK WARRANTS

Warrants were outstanding to purchase 10,833, 194,500 and 194,500 shares of
the Company's common stock, at March 31, 2002, 2001 and 2000, respectively.
Warrants for 194,500 shares expired on January 22, 2002. The Company recorded
expense of $10,781 for the value of 10,833 warrants issued for services during
the year ended March 31, 2002. The value of the warrants was estimated as of the
date of grant using the Black-Sholes pricing model. These warrants were
outstanding at March 31, 2002, are exercisable at $2.07 per share, and will
expire on July 12, 2004. Warrants were exercised for 12,500 shares in March
2000.

NOTE 11 -- INCOME TAXES

As required under provisions of Section 481(a) of the U.S. Internal Revenue
Code, effective April 1, 1998, the Company changed its method of accounting for
tax reporting purposes from the cash method to the accrual method. The related
adjustment is includable in taxable income ratably over a four-year period.

42

The components of the net deferred tax asset are as follows:

The income tax benefit for the year ended March 31, 2000 consisted of a
deferred Federal tax benefit of $250,000 and a deferred state tax benefit of
$145,000. A reconciliation of the effective rate of the income tax benefit for
the year ended March 31, 2000 to the statutory U.S. Federal income tax rate is
as follows:

Federal statutory tax rate.................................. 34.0%
State income taxes.......................................... 6.6
Change in valuation allowance............................... (34.9)
Other, net.................................................. 2.0
-----
Effective tax rate.......................................... 7.7%
=====

Pretax earnings (losses) of the Company's foreign operations for the years
ended March 31, 2002, 2001 and 2000 were $(621,717), $(466,230) and $216,502,
respectively.

The Company had unused net operating loss carryforwards available at March
31, 2002 that may be applied to reduce future taxable income as follows:

NOTE 12 -- NET LOSS PER SHARE

Net loss per share is based on the weighted average number of common shares
outstanding in each year. Diluted EPS is similar to basic EPS, except that the
weighted average of common shares outstanding is increased to include the
additional common shares that would have been outstanding if the potential
dilutive common shares, consisting of shares of those stock options and warrants
for which market price exceeds exercise price, had been issued. Common
equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive. Therefore, there was no difference between
basic and diluted EPS for each period presented.

43

NOTE 13 -- COMMITMENTS AND CONTINGENCIES

The Company leases its headquarters facility under a noncancelable
operating lease which expires in February 2003. In addition to minimum rentals,
the lease provides for adjustments relating to changes in real estate taxes and
other operating expenses. The Company also rents five remote offices, including
a Chicago sales office and the office facilities of the Company's subsidiaries
based in Delaware, the United Kingdom, and India.

The operations and office of SEEC Germany were closed during the year ended
March 31, 2000, and the related future rent obligation, consisting of $63,165 in
payments due through December 2001, was charged to expense. During the year
ended March 31, 2001, a new lessee agreed to occupy the premises, and the
Company was relieved from the remaining lease obligation of $39,186, which was
credited to operations.

Future minimum rental payments as of March 31, 2002 under leases having
initial noncancelable lease terms in excess of one year are as follows:

Total rent expense incurred for all leases during the years ended March 31,
2002, 2001 and 2000 amounted to $533,843, $489,827 and $617,778, respectively.

The Company has employment agreements with certain key employees that
provide for minimum annual salaries and automatic annual renewals at the end of
the initial two-year term. The agreements generally contain, among other things,
confidentiality agreements, assignment to the Company of inventions made during
employment (and under certain circumstances for two years following termination
of employment) and non-competition agreements for the term of the agreements
plus two years. Four executive employment/severance agreements provide for
payments upon termination of employment, either under not-for-cause
circumstances or if the key employee resigns for good reason, as defined. The
maximum contingent liability under these agreements was approximately $511,000
at March 31, 2002.

The Company had outstanding irrevocable letters of credit of approximately
$101,000 at March 31, 2002.

NOTE 14 -- VALUATION AND QUALIFYING ACCOUNTS

The following is a summary of the Company's valuation and qualifying
account activity:

44

NOTE 15 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly financial information for the years ended March 31, 2002 and 2001
is as follows (in thousands, except per share data):

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

None.

45

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF SEEC

Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 8, 2002 and is incorporated herein by reference to this
Item 10.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 8, 2002 and is incorporated herein by reference to this
Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 8, 2002 and is incorporated herein by reference to this
Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our Annual Meeting of
Shareholders on August 8, 2002 and is incorporated herein by reference to this
Item 13.

PART IV

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

(a) Documents filed as part of this Report

1. FINANCIAL STATEMENTS. The following financial statements are filed as part
of this Annual Report on Form 10-K:

2. FINANCIAL STATEMENT SCHEDULES. Financial Statement Schedules have been
omitted because the required information is not present in amounts
sufficient to require submission of a schedule, or because the information
required is included in the financial statements or in a footnote thereto.

46

3. EXHIBITS. The Exhibits listed below are filed or incorporated by reference
as part of this Annual Report on Form 10-K.

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

(1) Incorporated by reference to Exhibits to the Company's Registration
Statement on Form S-1, File No. 333-14027.

(2) Incorporated by reference to Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1997, File No. 0-21985.

(3) Incorporated by reference to the Company's Registration Statement on Form
S-8, File No. 333-62149.

(4) Incorporated by reference to Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1999, File No. 0-21985.

(5) Incorporated by reference to the Company's Report on Form 8-K dated August
4, 1999, File No. 0-21985.

(6) Incorporated by reference to Exhibits to the Company's Report on Form 10-K
for the fiscal year ended March 31, 2000, File No. 0-21985.

(7) Incorporated by reference to the Company's Registration Statement on Form
S-8, File No. 333-54366.

47

(8) Incorporated by reference to Exhibits to the Company's Quarterly Report on
Form 10-Q for the period ended December 31, 2000, File No. 0-21985.

(9) Incorporated by reference to Exhibits to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2001, File No. 0-21985.

(10) Incorporated by reference to Exhibits to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2001, File No. 0-21985.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the quarter ended March 31, 2002.

48

SIGNATURES

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

SEEC, INC.
June 24, 2002
By: /s/ RAVINDRA KOKA
------------------------------------
Ravindra Koka
President, Chief Executive Officer
and Director

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