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                                                                      EXHIBIT 99

FORWARD-LOOKING INFORMATION

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. SpeechWorks International, Inc.'s (the
"Company") Form 10-K, Annual Report to Stockholders, any Form 10-Q or Form 8-K
of the Company, or any other oral or written statements made by or on behalf of
the Company, may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance. These
forward-looking statements are identified by their use of such terms and phrases
as "intends," "intend," "intended," "goal," "estimate," "estimates," "expects,"
"expect," "expected," "project," "projects," "projected," "projections,"
"plans," "anticipates," "anticipated," "should," "designed to," "foreseeable
future," "believe," "believes," and "scheduled" and similar expressions. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made.

         The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The actual results of the Company may differ significantly
from the results discussed in forward-looking statements. Factors that might
cause such a difference include but are not limited to: (a) the general
political, economic and competitive conditions in the United States and abroad;
(b) changes in capital availability or costs, such as changes in interest rates;
(c) market perceptions of the industry in which the Company operates, or
security ratings; (d) government regulation; (e) authoritative generally
accepted accounting principles or policy changes from such standard-setting
bodies as the Financial Accounting Standards Board and the Securities and
Exchange Commission, and the factors set forth below.

WE HAVE A HISTORY OF LOSSES AND WE EXPECT TO CONTINUE TO INCUR NET LOSSES FOR
THE FORESEEABLE FUTURE THAT MAY DEPRESS OUR STOCK PRICE.

         We had an accumulated deficit of $66.0 million at December 31, 2000,
and we expect to incur net losses for the foreseeable future. Net losses were
$29.6 million for the year ended December 31, 2000, $15.5 million for the year
ended December 31, 1999, and $5.8 million for the year ended December 31, 1998.
We anticipate continuing to incur significant sales and marketing, research and
development and general and administrative expenses and, as a result, we will
need to generate higher revenues to achieve and sustain profitability. We cannot
be certain we will realize sufficient revenues to achieve profitability.
Moreover, if we were to achieve profitability, we may not be able to sustain or
increase our profitability on a quarterly or annual basis. Any additional
financing that we may require in the future may not be available at all or, if
available, may be on terms unfavorable to us. Failure to achieve or maintain
profitability may depress the market price of our common stock.

WE EXPECT OUR QUARTERLY REVENUES AND OPERATING RESULTS TO FLUCTUATE. IF OUR
QUARTERLY OPERATING RESULTS FAIL TO MEET THE EXPECTATIONS OF FINANCIAL ANALYSTS
AND INVESTORS, THE TRADING PRICE OF OUR COMMON STOCK MAY DECLINE.

         Our revenues and operating results are likely to vary significantly
from quarter to quarter. A number of factors are likely to cause these
variations, including:

         o     the timing of sales of our products and services, particularly in
               light of our dependence on a relatively small number of large
               orders,

         o     the timing of product implementations, particularly large client
               design projects,

         o     unexpected delays in introducing new products and services,


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         o    increased expenses, whether related to sales and marketing,
              product development or administration,

         o    deferral of recognition of our revenue in accordance with
              applicable accounting principles due to the time required to
              complete projects,

         o    the mix of product license and services revenue,

         o    the mix of domestic and international sales, and

         o    costs related to possible acquisitions of technology or
              businesses.

         Because of the volatility of our quarterly results and the difficulty
in predicting our future performance, our operating results may fall below the
expectations of analysts or investors and, as a result, the price of our common
stock may decline.

SPEECH-ACTIVATED SYSTEMS ARE RELATIVELY NEW PRODUCTS, AND OUR SUCCESS WILL
DEPEND ON OUR ABILITY TO CONTINUE TO EDUCATE PROSPECTIVE CLIENTS ON THE
COMMERCIAL VIABILITY OF THE PRODUCTS. IF SPEECH-ACTIVATED SYSTEMS ARE NOT
ACCEPTED BY OUR POTENTIAL CLIENTS AND THEIR CUSTOMERS, OUR BUSINESS WILL BE
HARMED.

         Our business would be harmed if use of speech-activated, e-business
solutions does not continue to develop, or develops more slowly than we expect.
Our market is relatively new and rapidly evolving. Our future success depends on
the acceptance by current and future clients and their customers of
speech-activated services as an integral part of their businesses. The size of
our market will depend in part on consumer acceptance of automated speech
systems and the actual and perceived quality of these systems. The adoption of
speech-activated services could be hindered by the perceived costs of this new
technology, as well as the reluctance of enterprises that have invested
substantial resources in existing call centers, touch-tone-based systems or
internet-based e-business infrastructures to replace or enhance their current
systems with this new technology. Accordingly, in order to achieve commercial
acceptance, we will have to educate prospective clients, including large,
established telecommunications companies, about the uses and benefits of
speech-activated services in general and our products in particular. If these
efforts fail, or if speech-activated software platforms do not achieve broad
commercial acceptance, our business could be significantly harmed and our
revenues could decline. In addition, the continued development of new and
evolving wireless technologies using a visual web browser interface could
adversely affect the demand for speech-activated services.

WE CURRENTLY RELY ON A LIMITED NUMBER OF LARGE ORDERS FOR A SIGNIFICANT PORTION
OF OUR REVENUES. AS A RESULT, OUR INABILITY TO SECURE ADDITIONAL SIGNIFICANT
CLIENTS DURING A GIVEN PERIOD OR THE LOSS OF ONE MAJOR CLIENT COULD CAUSE OUR
QUARTERLY RESULTS OF OPERATION TO SUFFER. OUR STOCK PRICE MAY ALSO BE ADVERSELY
AFFECTED BY UNEXPECTED QUARTERLY REVENUE DECLINES CAUSED BY DELAYS IN REVENUE
RECOGNITION.

         Due to the nature of our business, in any quarter we are dependent upon
a limited number of orders that are relatively large in relation to our overall
revenues. Our speech-activated products and services require significant
expenditures by our clients and typically involve lengthy sales cycles. We may
spend significant time and incur substantial expenses educating and providing
information to prospective clients. Any failure to complete a sale to a
prospective client during a quarter could result in revenues and operating
results for the quarter that are lower than expected.


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         In addition, as a result of the significant time required to deliver or
perform a client order, we may be unable to recognize revenue related to a
client order until well after we receive the order. Our dependence on large
client orders and the delay in recognizing revenue relating to these orders
makes it difficult to forecast quarterly operating results. This could cause our
stock price to be volatile or to decline.

IF WE FAIL TO DEVELOP NEW PRODUCTS AND SERVICES IN THE FACE OF OUR INDUSTRY'S
RAPIDLY EVOLVING TECHNOLOGY, OUR FUTURE OPERATING RESULTS MAY BE ADVERSELY
AFFECTED.

         Our growth and future operating results will depend, in part, on our
ability to keep pace with:

         o    rapidly changing speech recognition and speech synthesis
              technology,

         o    evolving industry standards and practices,

         o    frequent new speech-activated service and product introductions
              and enhancements, and

         o    changing client requirements and preferences for their automated
              speech systems.

         Any delay or failure on our part in responding quickly,
cost-effectively and sufficiently to these developments could render our
existing speech-activated products and services noncompetitive or obsolete and
have an adverse effect on our competitive position. We may have to incur
substantial expenditures to modify or adapt our speech-activated products and
services to respond to technological changes. We must stay abreast of
cutting-edge technological developments and evolving service offerings to remain
competitive and increase the utility of our speech-activated services. We must
be able to incorporate new technologies into the speech-activated e-business
solutions we design and develop to address the increasingly complex and varied
needs of our client base. If we are unable, for technological or other reasons,
to develop and introduce new and enhanced products and to respond to changing
client requirements and preferences in a timely manner, we may lose existing
customers and fail to attract new customers, which could result in a significant
decline in our revenues.

OUR APPLICATION SOFTWARE MAY CONTAIN DEFECTS, WHICH COULD RESULT IN DELAYED OR
LOST REVENUE, EXPENSIVE CORRECTIONS, LIABILITY TO OUR CLIENTS AND CLAIMS AGAINST
US.

         We design, develop and implement complex speech-activated e-business
solutions that are crucial to the operation of our clients' products and
businesses. Defects in the solutions we develop could result in delayed or
lost revenue, adverse client reaction and negative publicity about us or our
products and services or require expensive corrections. Also, due to the
developing nature of speech recognition technology and text-to-speech
technology, our products are not currently and may never be accurate in every
instance. In addition, third party technology that is included in our
products could contain errors or defects. Clients who are not satisfied with
our products or services could bring claims against us for substantial
damages, which, even if unsuccessful, would likely be time consuming and
could result in costly litigation and payment of damages. Such claims could
have an adverse effect on our financial results and competitive position.

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OUR CURRENT AND POTENTIAL COMPETITORS IN THE SPEECH-ACTIVATED E-BUSINESS
SOLUTIONS MARKET, SOME OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO,
MAY OFFER PRODUCTS AND SERVICES THAT MAY CAUSE DEMAND FOR, AND THE PRICES OF,
OUR PRODUCTS TO DECLINE.

         A number of companies have developed, or are expected to develop,
products and services that compete with our speech-activated e-business
solutions. Competitors in the speech-activated e-business solutions market
include IBM, Lernout and Hauspie Speech Products, InfoSpace/Locus Dialogue,
Lucent Technologies, Nuance Communications, Philips Electronics and Phonetic
Systems. We expect additional competition from other companies such as
Microsoft, which acquired a voice interface technology company. Furthermore,
we expect consolidation in our industry, and other companies may enter our
markets by acquiring or entering into strategic relationships with our
competitors. Current and potential competitors have established, or may
establish, cooperative relationships among themselves or with third parties
to increase the abilities of their advanced speech and language technology
products to address the needs of our prospective customers.

         Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition or larger client bases than we do.
Our present or future competitors may be able to develop speech-activated
products and services comparable or superior to those we offer, adapt more
quickly than we do to new technologies, evolving industry trends and standards
or client requirements, or devote greater resources to the development,
promotion and sale of their products and services than we do. Accordingly, we
may not be able to compete effectively in our markets, competition may intensify
and future competition may cause demand for and the prices of our products to
decline, which could adversely affect our sales and profitability.

IF THE STANDARDS WE HAVE SELECTED TO SUPPORT ARE NOT ADOPTED AS THE STANDARDS
FOR SPEECH-ACTIVATED SOFTWARE, BUSINESSES MIGHT NOT USE OUR SPEECH-ACTIVATED
SOFTWARE PLATFORM FOR DELIVERY OF APPLICATIONS AND SERVICES, AND OUR REVENUE
GROWTH COULD BE NEGATIVELY AFFECTED.

         The market for speech-activated services software is new and emerging
and industry software standards have not yet been fully established. We may not
be competitive unless our products support changing industry software standards.
The emergence of industry standards other than those we have selected to
support, whether through adoption by official standards committees or widespread
usage, could require costly and time consuming redesign of our products. If
these standards become widespread and our products do not support them, our
clients and potential clients may not purchase our products, and our revenue
growth could be adversely affected. Multiple standards in the marketplace could
also make it difficult for us to design our products to support all applicable
standards, which could also result in decreased sales of our products.

WE HAVE AND INTEND TO CONTINUE EXPANDING OUR INTERNATIONAL OPERATIONS. BECAUSE
OF THE RISKS INVOLVED WITH OPERATING A BUSINESS IN FOREIGN COUNTRIES, WE MAY NOT
BE SUCCESSFUL AND OUR BUSINESS COULD BE HARMED.

         Our international sales represented 2.6% of our revenue in 1999 and
13.8% in 2000. We have recently expanded our direct and indirect international
sales force with the expectation of increasing international revenues. We have
limited experience in international operations and international product and
service sales, and there can be no assurance we will be successful in growing
our international business. We are subject to a variety of risks associated with
conducting business internationally, any of which could harm our business. These
risks include:

         o    difficulties and costs of staffing and managing foreign
              operations,

         o    difficulties in establishing and maintaining an effective
              international reseller network,


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         o    the burden of complying with a wide variety of foreign laws,
              particularly with respect to intellectual property and license
              requirements,

         o    political and economic instability outside the United States,

         o    import or export licensing and product certification
              requirements,

         o    tariffs, duties, price controls or other restrictions on foreign
              currencies or trade barriers imposed by foreign countries,

         o    potential adverse tax consequences, including higher marginal
              rates,

         o    unfavorable fluctuations in currency exchange rates, and

         o    limited ability to enforce agreements, intellectual property
              rights and other rights in some foreign countries.

IN ORDER TO INCREASE OUR INTERNATIONAL SALES, WE MUST DEVELOP LOCALIZED VERSIONS
OF OUR PRODUCTS. IF WE ARE UNABLE TO DO SO, WE MAY BE UNABLE TO GROW OUR REVENUE
AND EXECUTE OUR BUSINESS STRATEGY.

         In order to expand our international sales, we intend to continue to
invest significant resources to create and refine different speech recognition
and synthesis models for each particular language or dialect. These speech
processing models are required to create versions of our products that
understand or reproduce the local language or dialect. If we fail to develop
localized versions of our products, our ability to address international market
opportunities and to grow our business will be limited. In addition, we are
required to invest resources to develop these versions of our products in
advance of the receipt of revenues. We may be unable to recognize revenues
sufficient to render these products profitable.

GROWTH IN OUR OPERATIONS MAY STRAIN OUR RESOURCES, MANAGEMENT INFORMATION
SYSTEMS AND CONTROLS, WHICH MAY REDUCE OUR CHANCES OF ACHIEVING PROFITABILITY.

         We have recently experienced significant growth. From December 31, 1998
to December 31, 2000, the number of our employees increased from 86 to 317. We
intend to continue to expand our business operations significantly in the
future. We will need to expand our management, operational, financial and human
resources, as well as management information systems and controls, to support
our anticipated future growth. If we are successful, this growth will place a
strain on the ability of our management team to execute our business plan. In
addition, we will be required to make significant investments in personnel,
management systems and resources. The expansion of these systems will place a
significant burden on our management team and our information technology staff,
and these systems may not be effective once implemented. If we do not manage
this growth, our business will suffer.

WE RELY ON OUR INTELLECTUAL PROPERTY RIGHTS, AND IF WE ARE UNABLE TO PROTECT
THESE RIGHTS, WE MAY FACE INCREASED COMPETITION. PROTECTION OF OUR INTELLECTUAL
PROPERTY RIGHTS IS UNCERTAIN AND MAY BE COSTLY.

         Intellectual property rights are important in our industry. We rely on
a combination of patent, copyright, trademark and trade secret laws, as well as
confidentiality, assignment of rights to inventions, and/or license agreements
with our employees, consultants and corporate or strategic partners to protect
our intellectual property rights. These legal protections afford only limited
protection and may be time-consuming and expensive to obtain and maintain.
Further, despite our efforts, we may be unable to prevent third parties


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from unauthorized use of our intellectual property. Monitoring unauthorized use
of our intellectual property is difficult, and we cannot be certain that the
steps we have taken will be effective to prevent unauthorized use.

         Litigation may be necessary to enforce our intellectual property rights
and trade secrets. These lawsuits, regardless of their success, would likely be
time consuming and expensive to resolve and would divert management's time and
attention away from our business.

WE MAY UNDERTAKE STRATEGIC ACQUISITIONS OR INVESTMENTS IN THE FUTURE AND ANY
DIFFICULTIES FROM INTEGRATING SUCH ACQUISITIONS OR INVESTMENTS COULD DAMAGE
OUR ABILITY TO ATTAIN OR MAINTAIN PROFITABILITY. THE ANTICIPATED BENEFITS OF
STRATEGIC ACQUISITIONS OR INVESTMENTS MAY NEVER BE REALIZED.

         We may acquire or make significant investments in businesses and
technologies that complement or augment our existing business and
technologies. Integrating any newly acquired businesses or technologies could
be expensive and time-consuming and could divert management's time and
attention away from our on-going business. We may not be able to integrate
any acquired business, products, employees or technology successfully and our
failure to do so could harm our business. We cannot guarantee that we will
realize any anticipated benefits from such acquisitions or investments.
Moreover, we may need to raise additional funds through public or private
debt or equity financing to acquire or make significant investments in any
businesses or technologies, which may result in dilution for stockholders and
the incurrence of indebtedness. We may not be able to operate acquired
businesses profitability.

SOME OF OUR CUSTOMERS AND PARTNERS ARE NEWLY-FORMED BUSINESSES OR BUSINESSES
THAT ARE NOT YET PROFITABLE. IF THESE COMPANIES FAIL OR EXPERIENCE FINANCIAL
DIFFICULTIES, OUR BUSINESS COULD BE NEGATIVELY AFFECTED.

         Some of our customers and partners are financed by investments from
venture capital investors. Given the current general economic conditions and
investment climate, these companies could face difficulties in securing
additional financing to fund their operations. If these companies are not yet
profitable or self-sustaining based on their operations, they could be unable
to satisfy their commitments to us. Even if they are able to meet current
obligations to us, they may not be able to buy additional products and
services from us. If these companies cannot meet their current obligations to
us or fail, our business could be significantly harmed and our revenue could
decline.

WE MAY EXPEND SIGNIFICANT RESOURCES TO DEFEND AGAINST CLAIMS OF INFRINGEMENT BY
THIRD PARTIES, AND IF WE ARE NOT SUCCESSFUL WE MAY LOSE SIGNIFICANT RIGHTS OR BE
REQUIRED TO ENTER INTO DISADVANTAGEOUS LICENSE OR ROYALTY ARRANGEMENTS.

         Currently, in the software industry there are frequent assertions of
patent infringement by owners of patents, and assertions of other violations of
intellectual property rights such as trademarks, copyrights, and trade secrets.
In addition, there are a large number of patents in the speech processing area.
Although we do not believe that we are infringing on any patent rights, the
holders of patents may claim that we are doing so. If any claim was made against
us, our business could be harmed, particularly if we are unsuccessful in
defending such claim. If we are forced to defend any claim, whether it is with
or without merit or is determined in our favor, then we may face costly
litigation, diversion of technical and management personnel, delays in future
product releases or injunctions preventing us from selling our products and
services. We may also be required to enter into costly and burdensome royalty
and licensing agreements. Any royalty or licensing agreements, if required, may
not be available on terms acceptable to us, or at all.

OUR PRODUCTS INCORPORATE TECHNOLOGY WE LICENSE FROM OTHERS. OUR INABILITY TO
MAINTAIN THESE LICENSES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

         Some of the technology included in or operating in conjunction with our
products is licensed by us from others. Certain of these license agreements are
for limited terms. If for any reason these license agreements terminate, we may
be required to seek alternative vendors and may be unable to obtain similar
technology on favorable terms or at all. If we are unable to obtain alternative
license agreements, we could be required to modify some features of our
products, which could adversely affect sales of our products and services.

WE RELY ON RESELLERS AND ORIGINAL EQUIPMENT MANUFACTURERS FOR A PORTION OF OUR
SALES. THE LOSS OF ONE OR MORE SIGNIFICANT RESELLERS OR ORIGINAL EQUIPMENT
MANUFACTURERS COULD LIMIT OUR ABILITY TO SUSTAIN AND GROW OUR REVENUES.

         In 2000, 38.2% of our sales were attributable to our resellers and
original equipment manufacturers, or OEMs, especially InterVoice-BRITE which
accounted for 16.1% of our sales in 2000. We intend to increase our sales
through resellers in the future. As a result, we are in part dependent upon the
continued success and viability of our resellers and OEMs, as well as their
continued interest in selling our products. The loss of a key reseller or OEM or
our failure to develop and sustain new reseller and OEM relationships could
limit our ability to sustain and grow our revenues.

         Our contracts with our resellers and OEMs generally do not require them
to purchase our products. Our resellers and OEMs are independent companies over
which we have limited control. Our resellers and OEMs could cease to market our
products or devote significant resources to the sale of our products. Any
failure of our resellers or OEMs to successfully market and sell our products
could result in revenues that are lower than anticipated. In addition, our
resellers and OEMs possess confidential information concerning our products and
operations. Although we have nondisclosure agreements with our resellers and
OEMs, a reseller


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or OEM could use our confidential information in competition with us, which
could adversely affect our competitive position and revenues.

WE RELY UPON THE CONTINUED SERVICE AND PERFORMANCE OF A RELATIVELY SMALL NUMBER
OF SENIOR MANAGEMENT AND KEY TECHNICAL PERSONNEL. MOREOVER, COMPETITION FOR
QUALIFIED PERSONNEL IS INTENSE. WE MAY NOT BE ABLE TO RETAIN OR RECRUIT
NECESSARY PERSONNEL, WHICH COULD IMPACT THE MANAGEMENT AND DEVELOPMENT OF OUR
BUSINESS.

         Our future success depends on our retention of a small number of senior
management and key technical personnel, such as Stuart R. Patterson, our
President and Chief Executive Officer, and Michael S. Phillips, our Chief
Technology Officer and co-founder. We do not have key person life insurance
policies covering any of our employees. The loss of services of any of our
executive officers or key personnel could have a negative effect on our ability
to grow.

         We need to attract and retain managerial and highly-skilled technical
personnel for whom there is intense competition. If we are unable to attract and
retain managerial and qualified technical personnel, our operations could suffer
and we may never achieve profitability.

OUR BUSINESS WILL BE HARMED IF WE FAIL TO HIRE OR RETAIN QUALIFIED SALES
PERSONNEL, OR IF NEWLY HIRED SALES PEOPLE FAIL TO DEVELOP THE NECESSARY SALES
SKILLS OR DEVELOP THESE SKILLS MORE SLOWLY THAN WE ANTICIPATE.

         Our financial success depends to a large degree on the ability of our
direct and indirect sales force to increase sales. Therefore, our ability to
increase revenue in the future depends considerably upon our success in
recruiting, training and retaining additional direct and indirect sales
personnel and the success of the sales force. Also, it may take a new
salesperson a number of months before he or she becomes a productive member of
our sales force.