<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000


                        COMMISSION FILE NUMBER: 33-64732

                                    SPSS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  DELAWARE                              36-2815480
      (STATE OR OTHER JURISDICTION             (IRS EMPLOYER IDENTIFICATION NO.)
 OF INCORPORATION OR ORGANIZATION)

                  233 S. WACKER DRIVE, CHICAGO, ILLINOIS 60606

              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (312) 651-3000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

                                (TITLE OF CLASS)

         INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
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 FILING REQUIREMENTS
FOR THE PAST 90 DAYS. YES  X   NO
                          ----    ---

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ ]

         THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT (BASED UPON THE PER SHARE CLOSING SALE PRICE OF
$17.875 ON MARCH 16, 2001, AND FOR THE PURPOSE OF THIS CALCULATION ONLY, THE
ASSUMPTION THAT ALL REGISTRANT'S DIRECTORS AND EXECUTIVE OFFICERS ARE
AFFILIATES) WAS APPROXIMATELY $137 MILLION.

         THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, PAR
VALUE $.01, AS OF MARCH 16, 2001, WAS 10,037,584.


================================================================================

<PAGE>
                                EXPLANATORY NOTE


         SPSS Inc. ("SPSS") is filing this Amendment No. 1 on Form 10-K/A in
response to comments and questions received from the Securities and Exchange
Commission (the "SEC") regarding SPSS's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 that was originally filed on April 2, 2001
(the "Original Filing").

         This report contains (a) a revised Management's Discussion and Analysis
of Financial Condition and Results of Operations and (b) restated financial
statements and notes related thereto, which were included in the current report
on Form 8-K filed with the SEC on November 13, 2001 to account for the
pooling-of-interests business combination with ShowCase Corporation.

         This report continues to speak as of the date of the Original Filing,
and SPSS has not updated the disclosure in this report to speak as of a later
date. While this report primarily relates to the historical period covered,
events may have taken place since the date of the Original Filing that might
have been reflected in this report if they had taken place prior to the Original
Filing. All information contained in this report and the Original Filing is
subject to updating and supplementing as provided in SPSS's periodic reports

filed with the SEC.
         As requested by the SEC, SPSS has made the following additional
disclosures in Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources:

-        SPSS has provided additional disclosure regarding why SPSS's accounts
         receivable increased at the same time
         SPSS's revenues decreased (see page 7).
-        SPSS has provided additional disclosure regarding why SPSS's inventory
         balance increased at the same time SPSS's revenues decreased (see page
         7).

         SPSS has corrected the amounts allocated to domestic income and foreign
income set forth in the first table to footnote 9 of the consolidated financial
statements (see page 25).

         Any items in the Original Filing that are not expressly changed hereby
shall be as set forth in the Original Filing.
<PAGE>

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

OVERVIEW

     The original Statistical Package for the Social Sciences was introduced in
1969, and SPSS was incorporated in 1975. The first SPSS products were almost
exclusively used by academic researchers working on mainframe computing systems.
SPSS subsequently transformed and enhanced its core product technology,
broadened its customer base into the corporate and government sectors,
significantly expanded its sales and marketing capabilities, acquired twelve
corporate entities and product offerings, and adapted its products to changing
hardware and software technologies. Approximately 64% of 2000 revenues came from
sales to customers in corporate settings, with another 22% in academic
institutions and 14% in government agencies.

     In recent years, SPSS has experienced a significant shift in the sources of
its revenues. Between 1996 and 2000, revenues from its analytical solutions
increased from 3% to almost 17% of total net revenues and market research
revenues rose from 15% to 16%. In contrast, revenue from SPSS statistical
products and services declined from 67% to 42% of net revenues. Management
expects these trends to continue in 2001.

     The following information should be read in conjunction with the
consolidated historical financial information and the notes thereto included
elsewhere in this proxy statement/prospectus.

RESULTS OF OPERATIONS

     The following table shows select statements of income data as a percentage
of net revenues for the years indicated.

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                     -----------------------------------------
                                                     1996     1997     1998     1999     2000
                                                     -----    -----    -----    -----    -----
<S>                                                  <C>      <C>      <C>      <C>      <C>
                                    Net revenues:
  Analytical solutions...........................      2.8%     3.0%     5.6%     9.6%    16.8%
  Market research................................     15.4%    16.1%    16.1%    18.0%    16.0%
  Statistics.....................................     66.7%    63.3%    56.0%    50.6%    42.3%
  ShowCase.......................................     15.1%    17.6%    22.3%    21.8%    24.9%
                                                     -----    -----    -----    -----    -----
     Net revenues................................    100.0%   100.0%   100.0%   100.0%   100.0%
                              Operating expenses:
  Cost of revenues...............................      9.3%     9.3%     8.7%     9.1%     8.7%
  Sales and marketing............................     51.2%    54.5%    53.5%    54.4%    61.8%
  Product development............................     15.7%    15.7%    15.9%    16.8%    17.7%
  General and administrative.....................     11.8%    11.0%     8.0%     7.9%     7.6%
  Special general and administrative charges.....     --        4.2%      .3%    --       --
  Merger-related.................................      3.1%     3.2%     1.2%      .9%    --
  Acquired in-process technology.................     --         .3%     2.2%      .1%    --
                                                     -----    -----    -----    -----    -----
     Operating expenses..........................     91.1%    98.2%    89.8%    89.2%    95.8%
                                                     -----    -----    -----    -----    -----
Operating income.................................      8.9%     1.8%    10.2%    10.8%     4.2%
Net interest and investment income...............      0.2%      .2%     0.3%     .4%      .6%
Other income (expense)...........................     (0.1)%    .1%     (0.1)%     .2%      .7%
                                                     -----    -----    -----    -----    -----
Income before income taxes.......................      9.0%     2.1%    10.4%    11.4%     5.5%
Provision for income taxes.......................      3.2%     1.9%     5.0%     4.1%     2.3%
                                                     -----    -----    -----    -----    -----
Net income.......................................      5.8%    0.2%      5.4%     7.3%     3.2%
                                                     =====    =====    =====    =====    =====
</Table>

                                        3
<PAGE>

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000.

     Net Revenues.  Net revenues increased from $158,991,000 in 1998 to
$181,453,000 in 1999, an increase of 14% from 1998, and increased to
$186,114,000 in 2000, an increase of 3% from 1999. The 1999 increase was
primarily due to growth in analytical solutions revenues of 99%, resulting from
additional new data mining products and sales of the newly acquired Clementine
products; increases in market research revenues of 28%, primarily due to the
introduction of a new web data collection product, revenues from the newly
acquired Surveycraft products, an increased number of large transactions with
major customers and increases in ShowCase revenues of 11%, primarily due to
increases in maintenance and support and professional service fee revenues.
Offsetting this revenue growth was an increase in statistics revenue of only 3%
in 1999, primarily due to shifts in sales and marketing resources toward
developing the higher-growth markets for analytical solutions, as well as
reflecting the lower overall growth rate in the market for general-purpose
statistical products. The 2000 increase was due primarily to growth in
analytical solutions revenues of 78%, due to increases in data mining products
and sales, and increases in ShowCase revenues of 17%, primarily due to increases
in new license revenues largely attributable to the expansion of the direct
sales force and increases in maintenance and support revenues, offset by the
negative effects of deferring revenues as required by AICPA Technical Practice
Aids regarding software revenue recognition. This application resulted in a
$16,975,000 reduction in net revenues. Market research revenues declined 9% in
2000 primarily due to the negative effects of the deferred revenue adjustment
previously mentioned. Statistics revenue decreased 14% in 2000 due to the
deferred revenue adjustment and a lower overall growth rate in the market for
general-purpose statistical products. Revenues were adversely affected by
foreign currency exchange rates for the three years described.

     During 2000, the AICPA staff released several Technical Practice Aids
("TPA") for the software industry, consisting of questions and answers related
to the financial accounting and reporting issues of Statement of Position 97-2,
Software Revenue Recognition. As a result of the issuance of these TPA's, SPSS
performed a comprehensive review of their revenue recognition policies to ensure
compliance with recent authoritative literature. On a prospective basis from the
fourth quarter of 2000, SPSS applied the standards in TPA 5100.53 -- Fair value
of PCS in a short-term time-based license and software revenue recognition and
TPA 5100.68 -- Fair value of PCS in perpetual and multi-year time-based licenses
and software revenue recognition. As a result of the application of the TPA's,
SPSS began to recognize the revenue from short-term time-based licenses and
perpetual licenses with multi-year maintenance terms ratable over the term of
the contract. SPSS recorded a one-time adjustment of approximately $16,975,000
to defer revenue for contracts entered into during the fourth quarter of 2000.

     Cost of Revenues.  Cost of revenues consists of costs of goods sold,
amortization of capitalized software development costs, and royalties paid to
third parties. Cost of revenues increased from $13,857,000 in 1998 to
$16,500,000 in 1999, and decreased to $16,268,000 in 2000. These costs increased
19% in 1999 due to higher sales levels and higher amounts of capitalized
software amortized. Cost of revenues decreased 1% in 2000 due to a decrease in
shipping costs and royalties paid to third party software providers. As a
percentage of net revenues, cost of revenues were steady at 9% in 1998, 1999 and
2000.

     Sales and Marketing.  Sales and marketing expenses increased from
$85,099,000 in 1998 to $98,824,000 in 1999 and to $115,074,000 in 2000, an
increase of 16% in 1999 and 2000. These increases reflect the Company's strategy
of expanding sales management, recruiting additional, more senior sales
representatives, and hiring more professional services personnel. Sales and
marketing expense increases were partially offset by the effects of changes in
foreign currency exchange rates in 1999 and 2000. As a percentage of net
revenues, sales and marketing expenses increased from 54% in 1998 and 1999, to
62% in 2000.

     Product Development.  Product development expenses increased from
$25,233,000 in 1998 to $30,465,000 in 1999 and to $32,896,000 in 2000 (net of
the effect of capitalized software development costs of $1,933,000 in 1998,
$2,593,000 in 1999 and $4,930,000 in 2000) an increase of 21% in 1999 and an
increase of 8% in 2000. In the same periods, the Company's expense for
amortization of capitalized software and product translations, included in cost
of revenues, was $1,892,000 in 1998, $3,182,000 in 1999 and $4,161,000 in 2000.
The increases in product development expenses were primarily due to staff
increases, salary increases and

                                        4
<PAGE>

recruiting fees. As a percentage of net revenues, product development expenses
were 16% in 1998, 17% in 1999 and 18% in 2000.

     General and Administrative.  General and administrative expenses increased
from $12,639,000 in 1998 to $14,239,000 in 1999 and decreased to $14,045,000 in
2000, an increase of 13% in 1999 and a decrease of 1% in 2000. The increase in
1999 was due to additional administrative staff, primarily information systems
personnel. The decrease in 2000 was due to reduced costs by consolidating the
United States accounting functions and lower bad debt expense. This expense was
steady as a percentage of net revenues at 8% in 1998, 1999 and 2000.

     Special General and Administrative Charges.  Special general and
administrative charges were $445,000 in 1998 and represented the write-off of
duplicate capitalized software development costs of platforms like UNIX and Open
VMS products as a result of the acquisitions of Surveycraft and Integral
Solutions.

     Merger-related.  SPSS incurred merger-related costs of $1,948,000 in 1998
and $1,611,000 in 1999 related to acquisitions accounted for as
pooling-of-interests, which costs include employee sign-on bonuses, employee
severance, facility costs, and various other expenses. During 1997, the Company
recorded a charge for the consolidation of the Company's United Kingdom
facilities of $1,307,000 and during 1998, recorded a recovery of $280,000 when
the plan was revised based on the acquisition of Integral Solutions. The United
Kingdom facility consolidation plan was established to achieve cost efficiencies
through the elimination of redundant facilities and includes accruals of
$526,000 for estimated lease charges, $286,000 for estimated property tax
charges, $207,000 for the write-off of leasehold improvements and $8,000 for
dilapidation charges. The United Kingdom facility consolidation plan was revised
in 1999 when SPSS was unable to secure suitable facilities in a competitive
London real estate market. This led to a recovery of $803,000 in 1999. Included
in 1999 merger-related costs were expenses related to management and sales force
restructuring, employee sign-on bonuses, professional fees, and various other
expenses.

     Acquired In-Process Technology.  Acquired in-process technology costs were
$3,552,000 in 1998 and related to the acquisitions of Surveycraft and Integral
Solutions accounted for under the purchase method. Acquired in-process
technology costs were $128,000 in 1999 and related to an acquisition of the
VerbaStat software product from DataStat.

     In November 1998, SPSS acquired all of the outstanding capital stock of
Surveycraft, a provider of market research software in the Pacific Rim. A
portion of the purchase price was attributable to acquired in-process
technology, as the development work associated with the project had not reached
technological feasibility and was believed to have no alternative future use
other than as market research software. SPSS carefully assessed the fair value
of the acquired in-process technology using an income approach. Future cash
flows were projected over five years discounted to present value using a
discount rate of 18%. SPSS believes the discount rate is appropriate given the
level of risk of unsuccessful completion of the technology as it was estimated
to be approximately 85% complete, both in terms of costs invested as of the
acquisition date relative to completion costs and technical achievements. In
projecting the future revenue streams from the project, SPSS considered many
factors including competition, market growth estimates, time to market and
additional sales and marketing leverage which SPSS could provide to the
Surveycraft products.

     In December 1998, SPSS acquired all of the outstanding capital stock of
Integral Solutions, a leading provider of data mining software. A portion of the
purchase price was attributable to acquired in-process technology, as the
development work associated with several projects had not reached technological
feasibility and were believed to have no alternative future use other than as
data mining tools. SPSS carefully assessed the fair value of the acquired
in-process technology using an income approach. Future cash flows were projected
over five years discounted to present value using discount rates ranging from
34% to 37% depending on the project and the market risks associated with each of
the research and development projects and resulting products. Specific
consideration was given to the stage of development of each research and
development effort, which ranged from 23% to 82% complete, both in terms of
costs invested as of the acquisition date relative to completion costs and
technical achievements. In projecting the future revenue streams from the
projects, SPSS considered many factors including competition, market growth
estimates,

                                        5
<PAGE>

time to market and additional sales and marketing leverage that SPSS could
provide to the Integral Solutions products.

     In December 1999, SPSS acquired the VerbaStat software program, a software
tool for computer aided coding of open-ended survey questions, from DataStat. A
portion of the purchase price was attributable to acquired in-process
technology, as the development work associated with the program had not reached
technological feasibility and were believed to have no alternative future use.
SPSS carefully assessed the fair value of the acquired in-process technology
using an income approach. Future cash flows were projected over five years
discounted to present value using a discount rate of 20% based on the project
and the market risks associated with the research and development project and
resulting product. Specific consideration was given to the stage of development
of the research and development effort, which was 75% complete, both in terms of
costs invested as of the acquisition date relative to completion costs and
technical achievements. In projecting future revenue streams from the project,
SPSS considered many factors including competition, market growth estimates,
time to market and additional sales and marketing leverage that SPSS could
provide to the VerbaStat product.

     Net Interest and Investment Income.  Net interest and investment income was
$446,000 in 1998, $739,000 in 1999 and $1,096,000 in 2000 primarily due to
interest earned on short-term investments, partially offset by interest expense
incurred on line-of-credit borrowings.

     Other Income (Expense).  Other income (expense) was ($98,000) in 1998 and
$304,000 in 1999 and consists mainly of foreign exchange transactions. Other
income was $1,222,000 in 2000, due primarily to the $1,397,000 gain on the
divestiture of the statistical quality control product line, offset partially by
foreign exchange transactions.

     Provision for Income Taxes.  The provision for income taxes consisted of
$7,926,000 in 1998, $7,492,000 in 1999 and $4,234,000 in 2000. During 1998, the
provision for income taxes represented a tax rate of approximately 48%,
primarily due to nondeductible expenses related to the Surveycraft Limited and
Integral Solutions Limited acquisitions. During 1999, the provision for income
taxes represented a tax rate of approximately 36%, due primarily to the
reduction of the deferred tax valuation allowance. During 2000, the provision
for income taxes represented a tax rate of approximately 42%, due to higher
foreign taxes, but partially offset by the reduction of the deferred tax
valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

     To date, the Company has financed its business primarily through cash
provided by operations, the sale of equity securities and bank borrowings.

     SPSS's long-term debt as of December 31, 2000 consists of a mortgage on
property in The United Kingdom and the balance of the purchase price due
DataStat, S.A. for the acquisition of the VerbaStat product. As of December 31,
2000, SPSS held approximately $27,887,000 of cash and cash equivalents. Funds in
1999 were used primarily for payments related to SPSS's acquisitions, as well as
new computer systems for use in internal product development and expenditures
made for an office move in Sweden. Funds in 2000 were used primarily for
payments related to office space expansions, new sales force automation and
accounting system, upgrades of computing systems, integration of previous
acquisitions, strategic investments, and the hiring of sales and professional
services personnel in advance of revenues.

     In June 1999, the former ShowCase Corporation completed an initial public
offering of common stock which resulted in net proceeds to ShowCase of
approximately $24,400,000. As of December 31, 2000, the ShowCase cash balance
adds approximately $17,605,000 to SPSS cash and cash equivalents.

     In May 2000, the Company renewed its loan agreement with American National
Bank and Trust Company of Chicago. Under the loan agreement, SPSS has an
available $20,000,000 unsecured line of credit, under which borrowings bear
interest at either the prime interest rate or the Eurodollar Rate, depending on
the circumstances. As of December 31, 2000, SPSS had $16,000,000 outstanding
under this line of credit. The

                                       6
<PAGE>

Company's agreement with American National requires SPSS to comply with
specified financial ratios and tests, and, among other things, restricts the
Company's ability to:

     - Incur additional indebtedness;

     - Create liens on assets;

     - Make investments;

     - Engage in mergers, acquisitions or consolidations where SPSS is not the
       surviving entity;

     - Sell assets;

     - Engage in select transactions with affiliates; and

     - Amend its organizational documents or make changes in its capital
       structure.

     SPSS anticipates the amounts available from cash and cash equivalents on
hand, under its line of credit, and cash flows generated from operations, will
be sufficient to fund the Company's operations and capital requirements for the
foreseeable future. However, no assurance can be given that changing business
circumstances will not require additional capital for reasons that are not
currently anticipated or that the necessary additional capital will then be
available to SPSS on favorable terms or at all.

     The relationship of the over 37% increase in accounts receivable to the
revenue decrease of 1% was caused by a combination of factors. The first factor
was the deferring of revenues in accordance with AICPA Technical Practices Aids
regarding software revenue recognition. This application resulted in a
$16,975,000 reduction in net revenues with no parallel reduction in accounts
receivable. The second factor was the timing of sales at the end of 2000. In the
last month of 2000, $28 million was billed, compared to $21 million in the same
period of 1999. The combination of these factors caused the incongruous
relationship between accounts receivable and revenues, when compared to the
prior period. As our billing and payment terms were not impacted by the deferral
of revenue, we do not expect the change to impact our future liquidity.

     The increase in inventory is due to bulk purchases of third party software
in June ($504,000) and September ($800,000), which accounted for $1.3 million of
the $1.5 million increase. SPSS is confident in its ability to sell these third
party products and does not believe any addition to the reserve is necessary at
this time. However, the movement of the inventory will be monitored and
adjustments to the reserve will be made as considered necessary. The
relationship to the revenue decrease is related to the deferred revenue
discussed in the preceding paragraph.

     The Company's capital expenditures, primarily for computer systems,
leasehold improvements and office furniture totaled approximately $13,500,000 in
2000 and are projected to total approximately $8,000,000 in 2001 and $7,000,000
in 2002. SPSS intends capital expenditures during 2001 to include new computers,
primarily for use in internal product development, replacement of its systems
for accounting and order entry, as well as furnishings and other equipment
related to the move of the Company's facilities in Kilburn, UK, and expansion of
facilities in Chicago, Miami, Woking, UK, Denmark, and Australia. SPSS does not
believe that the implementation of its business strategy will require
substantial additional capital expenditures in comparison with historical levels
of product development costs and other expenses.

INTERNATIONAL OPERATIONS

     Significant growth in the Company's international operations also occurred
from 1996 to 2000. Revenues from international operations comprised
approximately 43% to 50% of total net revenues between 1996 and 2000. They were
approximately 43% of total net revenues in 2000.

     Following the reorganization of its international operations in 1990, SPSS
has maintained substantially the same direct sales and telesales organizations
worldwide. The international sales organization uses more independent
distributors than the domestic sales organization, primarily in countries
without an SPSS sales office. Management believes the profit margins associated
with the Company's domestic and international operations are essentially the
same.

     As international revenues increase, SPSS may experience additional foreign
currency exchange risk. To mitigate these effects, SPSS hedges its transaction
exposure (i.e., the effect on earnings and cash flows of changes in foreign
exchange rates on receivables and payables denominated in foreign currencies).
SPSS does not hedge its foreign currency exposure in a manner that would
entirely eliminate the effects of changes in foreign exchange rates on the
Company's consolidated net income. Accordingly, the Company's reported revenues
and net income have been and in the future may be affected by the changes in
foreign exchange rates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISKS

     The Company is exposed to market risk from fluctuations in interest rates
on borrowings under our unsecured line of credit that bears interest at either
the prime rate or the Eurodollar rate. As of December 31, 2000, the Company had
$16,000,000 outstanding under this line of credit. A 100 basis point increase in
interest rates would result in an additional $160,000 of annual interest
expense, assuming the same level of borrowing.

                                        7
<PAGE>

     The Company is exposed to market risk from fluctuations in foreign currency
exchange rates. Since a substantial portion of the Company's operations and
revenue occur outside the United States, and in currencies other than the U.S.
dollar, the Company's results can be significantly impacted by changes in
foreign currency exchange rates. To manage the Company's exposure to
fluctuations to currency exchange rates, the Company enters into various
financial instruments. These instruments generally mature within 12 months.
Gains and losses on these instruments are recognized in other income or expense.
Were the foreign currency exchange rates to depreciate immediately and uniformly
against the U.S. dollar by 10 percent from levels at December 31, 2000,
management expects this would have a materially adverse effect on the Company's
financial results.



                                        8
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                           SPSS INC. AND SUBSIDIARIES


                                      INDEX


                                                                           PAGE
                                                                           ----

Independent Auditors' Report..............................................   10

Consolidated Balance Sheets as of December 31, 1999 and 2000..............   11

Consolidated Statements of Income for the years ended
    December 31, 1998, 1999 and 2000......................................   12

Consolidated Statements of Comprehensive Income for the years ended
     December 31, 1998, 1999 and 2000.....................................   13

Consolidated Statements of Stockholders' Equity for the years ended
    December 31, 1998, 1999 and 2000......................................   14

Consolidated Statements of Cash Flows for the years ended
    December 31, 1998, 1999 and 2000......................................   15

Notes to Consolidated Financial Statements................................   16

Financial Statement Schedule:

Schedule II    Valuation and qualifying accounts..........................   34


Schedules not filed
All schedules other than that indicated in the index have been omitted as the
required information is inapplicable or the information is presented in the
consolidated financial statements or related notes.


                                       9
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
SPSS Inc.:

We have audited the consolidated financial statements of SPSS Inc. and
subsidiaries (the "Company") as listed in the accompanying index. In connection
with our audits of the consolidated financial statements, we also have audited
the consolidated financial statement schedule as listed in the accompanying
index. These consolidated financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and the
financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SPSS Inc. and
subsidiaries as of December 31, 1999 and 2000, and the results of their
operations, and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the related
consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.



/s/KPMG LLP

Chicago, Illinois
November 2, 2001



                                       10
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           2000
                                                              ------------   ------------
                                                                    (IN THOUSANDS,
                                                                  EXCEPT SHARE DATA)
<S>                                                           <C>            <C>
                                         ASSETS

CURRENT ASSETS:
  Cash and cash equivalents.................................    $ 28,447       $ 27,887
  Marketable securities.....................................      18,387         10,849
  Accounts receivable, net of allowances of $3,240 in 1999
     and $3,542 in 2000.....................................      51,749         72,611
  Inventories...............................................       2,895          3,936
  Deferred income taxes.....................................       6,349         10,334
  Prepaid expenses and other current assets.................       4,564          7,336
                                                                --------       --------
     Total current assets...................................     112,391        132,953
                                                                --------       --------
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost:
  Land and building.........................................       1,671          1,551
  Furniture, fixtures, and office equipment.................       8,395          9,141
  Computer equipment and software...........................      29,810         38,431
  Leasehold improvements....................................       6,795          8,916
                                                                --------       --------
                                                                  46,671         58,039
  Less accumulated depreciation and amortization............      28,472         32,931
                                                                --------       --------
Net property, equipment and leasehold improvements..........      18,199         25,108
                                                                --------       --------
Capitalized software development costs, net of accumulated
  amortization..............................................      13,078         16,142
Goodwill, net of accumulated amortization...................       5,395          8,106
Other assets................................................       3,746          7,190
                                                                --------       --------
                                                                $152,809       $189,499
                                                                ========       ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable.............................................    $  9,000       $ 16,000
  Accounts payable..........................................       6,993          9,901
  Accrued royalties.........................................       1,030            986
  Accrued rent..............................................       1,050          1,438
  Other accrued liabilities.................................      12,141         13,388
  Income taxes and value added taxes payable................       3,664          3,245
  Customer advances.........................................         529            442
  Deferred revenues.........................................      23,876         42,183
                                                                --------       --------
     Total current liabilities..............................      58,283         87,583
                                                                --------       --------
Deferred income taxes.......................................       3,886            749
Other non-current liabilities...............................       2,432          1,967
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value; 50,000,000 shares
     authorized; 13,160,036 and 13,632,445 shares issued and
     outstanding in 1999 and 2000, respectively.............         132            136
  Additional paid-in capital................................      80,081         86,960
  Accumulated other comprehensive loss......................          (5)        (3,108)
  Deferred compensation.....................................        (426)          (338)
  Retained earnings.........................................       8,426         15,550
                                                                --------       --------
     Total stockholders' equity.............................      88,208         99,200
                                                                --------       --------
                                                                $152,809       $189,499
                                                                ========       ========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       11
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------
                                                           1998          1999          2000
                                                        -----------   -----------   -----------
                                                           (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                     <C>           <C>           <C>
Net revenues:
  Analytical solutions................................  $     8,836   $    17,540   $    31,246
  Market research.....................................       25,551        32,674        29,688
  Statistics..........................................       89,085        91,716        78,846
  ShowCase............................................       35,519        39,523        46,334
                                                        -----------   -----------   -----------
Net revenues..........................................      158,991       181,453       186,114
                                                        -----------   -----------   -----------
Operating expenses:
  Cost of revenues....................................       13,857        16,500        16,268
  Sales and marketing.................................       85,099        98,824       115,074
  Product development.................................       25,233        30,465        32,896
  General and administrative..........................       12,639        14,239        14,045
  Special general and administrative charges..........          445            --            --
  Merger-related......................................        1,948         1,611            --
  Acquired in-process technology......................        3,552           128            --
                                                        -----------   -----------   -----------
Operating expenses....................................      142,773       161,767       178,283
                                                        -----------   -----------   -----------
Operating income......................................       16,218        19,686         7,831
                                                        -----------   -----------   -----------
Other income (expense):
     Net interest and investment income...............          446           739         1,096
     Other............................................          (98)          304         1,222
                                                        -----------   -----------   -----------
Other income..........................................          348         1,043         2,318
                                                        -----------   -----------   -----------
Income before income taxes............................       16,566        20,729        10,149
Income tax expense....................................        7,926         7,492         4,234
                                                        -----------   -----------   -----------
Net income............................................  $     8,640   $    13,237   $     5,915
                                                        ===========   ===========   ===========
Basic net income per share............................  $      0.79   $      1.05   $      0.44
                                                        ===========   ===========   ===========
Shares used in computing basic net income per share...   10,976,524    12,562,316    13,372,917
                                                        ===========   ===========   ===========
Diluted net income per share..........................  $      0.73   $      0.98   $      0.41
                                                        ===========   ===========   ===========
Shares used in computing diluted net income per
  share...............................................   11,796,683    13,503,848    14,326,552
                                                        ===========   ===========   ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       12
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<Table>
<Caption>
                                                               YEAR ENDED DECEMBER 31,
                                                              --------------------------
                                                               1998     1999      2000
                                                              ------   -------   -------
                                                                    (IN THOUSANDS)
<S>                                                           <C>      <C>       <C>
Net income..................................................  $8,640   $13,237   $ 5,915
Other comprehensive income (loss):
  Foreign currency translation adjustment...................     128       834    (3,107)
  Unrealized holding gain (loss) on marketable securities...    (304)      172         4
                                                              ------   -------   -------
Comprehensive income........................................  $8,464   $14,243   $ 2,812
                                                              ======   =======   =======
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       13
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ----------------------------------
                                                                 1998        1999        2000
                                                              ----------   ---------   ---------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                           <C>          <C>         <C>
Common stock, $.01 par value:
  Balance at beginning of period............................   $    116     $   120     $   132
  Sale of 18,663, 30,131 and 30,038 shares of common stock
     to the Employee Stock Purchase Plans in 1998, 1999 and
     2000, respectively.....................................         --          --          --
  Stock issued pursuant to public offering..................         --          10          --
  Exercise of stock options and other.......................          4           2           4
                                                               --------     -------     -------
  Balance at end of period..................................   $    120     $   132     $   136
                                                               --------     -------     -------
Additional paid-in capital:
  Balance at beginning of period............................   $ 50,395     $54,091     $80,081
  Sale of 18,663, 30,131 and 30,038 shares of common stock
     to the Employee Stock Purchase Plans in 1998, 1999 and
     2000, respectively.....................................        522         762         725
  Sale of 54,606 shares of common stock in 1998.............        488          --          --
  Stock issued pursuant to public offering..................         --      24,340          --
  Exercise of stock options and other.......................      1,323         325       4,091
  Stock-based compensation..................................        355         152         304
  Stock options issued to consultant........................         --          60          --
  Income tax benefit related to stock options...............      1,008         351       1,759
                                                               --------     -------     -------
  Balance at end of period..................................   $ 54,091     $80,081     $86,960
                                                               --------     -------     -------
Accumulated other comprehensive income (loss):
  Balance at beginning of period............................   $   (835)    $(1,011)    $    (5)
  Foreign currency translation adjustment...................        128         834      (3,107)
  Unrealized holding gain (loss) on marketable securities...       (304)        172           4
                                                               --------     -------     -------
  Balance at end of period..................................   $ (1,011)    $    (5)    $(3,108)
                                                               --------     -------     -------
Deferred compensation:
  Balance at beginning of period............................   $     --     $  (322)    $  (426)
  Deferred compensation.....................................       (355)       (152)         --
  Stock options issued to consultant........................         --         (60)         --
  Amortization of deferred compensation.....................         33         108          88
                                                               --------     -------     -------
  Balance at end of period..................................   $   (322)    $  (426)    $  (338)
                                                               --------     -------     -------
Retained earnings (accumulated deficit):
  Balance at beginning of period............................   $(13,451)    $(4,811)    $ 8,426
  Net income................................................      8,640      13,237       5,915
  Adjustment to conform fiscal years of pooled business.....         --          --       1,209
                                                               --------     -------     -------
  Balance at end of period..................................   $ (4,811)    $ 8,426     $15,550
                                                               --------     -------     -------
Total stockholders' equity..................................   $ 48,067     $88,208     $99,200
                                                               ========     =======     =======
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       14
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                              --------------------------------
                                                                1998       1999        2000
                                                              --------   ---------   ---------
                                                                       (IN THOUSANDS)
<S>                                                           <C>        <C>         <C>
Cash flows from operating activities:
  Net income................................................  $  8,640   $  13,237   $   5,915
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................     7,732       9,660      11,957
    Provision for returns and doubtful accounts, net of
     returns and write-offs.................................       305         (90)         --
    Compensation expense related to options.................        33         108         392
    Deferred income taxes...................................    (2,234)        431      (7,122)
    Gain on sale of product line............................        --          --      (1,397)
    Income tax benefit from stock options exercised.........     1,008         351       1,759
    Write-off of acquired in-process technology.............     3,552         128          --
    Changes in assets and liabilities, net of effects of
     acquisitions:
      Accounts receivable...................................    (6,985)     (9,774)    (20,862)
      Inventories...........................................      (164)        (24)     (1,541)
      Prepaid expenses and other current assets.............       224        (672)     (1,638)
      Accounts payable......................................       960        (642)      2,907
      Income taxes payable..................................       295        (295)        293
      Accrued royalties.....................................        89         (83)         44
      Accrued expenses......................................      (258)     (1,996)     (1,160)
      Accrued income taxes..................................     4,423      (2,213)        419
      Deferred revenue......................................     3,896        (628)     18,307
      Other.................................................     1,462      (1,445)     (1,299)
                                                              --------   ---------   ---------
Net cash provided by operating activities...................    22,978       6,053       6,974
                                                              --------   ---------   ---------
Cash flows from investing activities:
  Capital expenditures, net.................................   (11,056)     (5,162)    (12,684)
  Purchase of marketable securities.........................        --    (133,496)   (152,138)
  Proceeds from maturities and sale of marketable
    securities..............................................        32     115,571     159,680
  Divesture of product line/affiliate, net..................       218          --       1,700
  Purchase of cost-basis investment.........................        --          --      (1,450)
  Purchase of software license..............................        --          --      (1,000)
  Capitalized software development costs....................    (4,070)     (5,597)     (7,602)
  Acquisition earn-out payments.............................        --          --      (3,882)
  Net payments related to acquisitions......................    (8,404)        (83)         --
                                                              --------   ---------   ---------
Net cash used in investing activities.......................   (23,280)    (28,767)    (17,376)
                                                              --------   ---------   ---------
Cash flows from financing activities:
  Net (repayments) borrowings under line-of-credit
    agreements..............................................     7,638         (48)      7,000
  Proceeds from issuance of common stock....................     2,337       1,089       4,820
  Proceeds from initial public offering, net of expenses....        --      24,350          --
  Payments under capital lease obligations..................      (136)       (134)        (80)
                                                              --------   ---------   ---------
Net cash provided by financing activities...................     9,839      25,257      11,740
                                                              --------   ---------   ---------
Effect of exchange rate on cash.............................       189         707      (3,107)
Adjustment to conform fiscal years of pooled businesses.....        --          --       1,209
                                                              --------   ---------   ---------
Net change in cash and cash equivalents.....................     9,726       3,250        (560)
Cash and cash equivalents at beginning of period............    15,471      25,197      28,447
                                                              --------   ---------   ---------
Cash and cash equivalents at end of period..................  $ 25,197   $  28,447   $  27,887
                                                              ========   =========   =========
Supplemental disclosures of cash flow information:
  Interest paid.............................................  $    363   $     959   $   1,063
  Income taxes paid.........................................     6,464      12,093       9,363
  Cash received for income tax refunds......................       395          26         234
                                                              ========   =========   =========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       15
<PAGE>

                           SPSS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  (a) DESCRIPTION OF BUSINESS

     SPSS Inc. ("SPSS" or the "Company") is a multinational company that
provides software and professional services for discovering what customers want
and predicting what they will do. The Company's products and services,
individually and in combination, are primarily used by commercial organizations
to integrate and analyze market, customer, and operational data in the process
of formulating strategies and programs to interact with their customers more
effectively. This process is commonly called "data mining" or "data analysis
using advanced analytical techniques."

     In connection with the merger with ShowCase Corporation ("ShowCase") in
2001, the Company introduced a Windows-based query tool for the IBM AS/400,
ShowCase Vista. ShowCase has subsequently introduced additional products and
services to support an end-to-end business intelligence solution for IBM AS/400
customers. ShowCase's product suite is sold under the name ShowCase Strategy.

     Analytical solutions include products and services, sold separately or in
combination, for customer relationship management, business intelligence, and
business performance measurement applications. Market research includes products
and services, sold separately or in combination, for survey design,
implementation, and analysis in the market research industry. Statistics include
products and services, sold separately or in combination, for general purpose
statistical analysis.

  (b) PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of SPSS Inc. and
its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

  (c) USE OF ESTIMATES

     Management of SPSS has made a number of estimates and assumptions relating
to the reporting of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates.

  (d) SOFTWARE REVENUE RECOGNITION

     The Company applies AICPA Statement of Position ("SOP") 97-2, Software
Revenue Recognition and related interpretations, which specifies the criteria
that must be met prior to SPSS recognizing revenues from software sales.

     SPSS primarily recognizes revenue from product licenses, net of an
allowance for estimated returns and cancellations, at the time the software is
delivered. Revenue from certain product license agreements is recognized upon
contract execution, product delivery, and customer acceptance.

     Revenue from postcontract customer support ("PCS" or "maintenance")
agreements, including PCS bundled with product licenses, is recognized ratably
over the term of the related PCS agreements. Some product licenses include
commitments for insignificant obligations, such as technical and other support,
for which an accrual is provided.

     Revenue from training, consulting, publications, and other items is
recognized as the related products or services are delivered or rendered.

     Revenues from fixed-price contracts are recognized using the
percentage-of-completion method of contract accounting as services are performed
to develop, customize and install the Company's software products. The
percentage completed is measured by the percentage of labor hours incurred to
date in relation

                                       16
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to estimated total labor hours for each contract. Management considers labor
hours to be the best available measure of progress on these contracts.

     During 2000, the AICPA staff released several Technical Practice Aids
("TPA") for the software industry, consisting of questions and answers related
to the financial accounting and reporting issues of Statement of Position 97-2,
Software Revenue Recognition. As a result of the issuance of these TPA's, SPSS
performed a comprehensive review of their revenue recognition policies to ensure
compliance with recent authoritative literature. On a prospective basis
beginning in the fourth quarter of 2000, SPSS applied the standards set forth in
TPA 5100.53 -- Fair value of PCS in a short-term time-based license and software
revenue recognition and TPA 5100.68 -- Fair value of PCS in perpetual and
multi-year time-based licenses and software revenue recognition. As a result of
the application of the TPA's, SPSS recognized the revenue from short-term
time-based licenses and perpetual licenses with multi-year maintenance terms
ratable over the term of the contract. The Company recorded a one-time
adjustment of approximately $16,975,000 to defer revenue for contracts entered
into during the fourth quarter of 2000.

  (e) SOFTWARE DEVELOPMENT COSTS

     Software development costs incurred by SPSS in connection with the
Company's long-term development projects are capitalized in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 86, Accounting for the
Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. SPSS has
not capitalized software development costs relating to development projects
where the net realizable value is of short duration, as the effect would be
immaterial. SPSS reviews capitalized software development costs each period and,
if necessary, reduces the carrying value of each product to its net realizable
value.

  (f) EARNINGS PER SHARE

     Basic earnings per share ("EPS") is based on the weighted average number of
shares outstanding and excludes the dilutive effect of unexercised common stock
equivalents. Diluted EPS is based on the weighted average number of shares
outstanding and includes the dilutive effect of unexercised common stock
equivalents.

<Table>
<Caption>
                                                        YEAR ENDED DECEMBER 31,
                                                ---------------------------------------
                                                   1998          1999          2000
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
BASIC EPS
Net income....................................  $ 8,640,000   $13,237,000   $ 5,915,000
Weighted-average number of common shares
  outstanding.................................   10,976,524    12,562,316    13,372,917
Basic EPS.....................................  $      0.79   $      1.05   $      0.44
                                                ===========   ===========   ===========
DILUTED EPS
Net income....................................  $ 8,640,000   $13,237,000   $ 5,915,000
Weighted-average number of common shares
  outstanding.................................   10,976,524    12,562,316    13,372,917
Effect of dilutive securities-stock options...      820,159       941,532       953,635
                                                -----------   -----------   -----------
Weighted-average number of common shares and
  common share equivalents that would be
  issued upon exercise........................   11,796,683    13,503,848    14,326,552
                                                -----------   -----------   -----------
Diluted EPS...................................  $      0.73   $      0.98   $      0.41
                                                ===========   ===========   ===========
Anti-dilutive shares not included in diluted
  EPS calculation.............................      208,694       157,753        85,357
                                                ===========   ===========   ===========
</Table>

                                       17
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  (g) DEPRECIATION AND AMORTIZATION

     Depreciation of buildings is provided over thirty years on a straight-line
method. Furniture and equipment is depreciated using the straight-line method
over the estimated useful lives of the assets, which range from three to ten
years. Leasehold improvements are amortized on the straight-line method over the
remaining terms of the respective leases. Capitalized software costs are
amortized on a straight-line method over three to five years based upon the
expected life of each product. This method results in greater amortization than
the method based upon the ratio of current year gross product revenue to current
and anticipated future gross product revenue.

     As of January 1, 1998, SPSS adopted SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. This standard requires
that certain costs related to the development or purchase of internal-use
software be capitalized and amortized over the estimated useful life of the
software. SOP 98-1 also requires that costs related to the preliminary project
stage and post-implementation/operations stage of an internal-use computer
software development project be expensed as incurred. During 1998, 1999 and 2000
SPSS capitalized $873,000, $739,000 and $1,229,000 and amortized $6,000, $23,000
and $40,000 of internal-use computer software.

  (h) INCOME TAXES

     SPSS applies the asset and liability method of accounting for income taxes
in which deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

  (i) STOCK OPTION PLANS

     The Company accounts for its stock options under the provisions of SFAS No.
123, Accounting for Stock-Based Compensation. SFAS No. 123 permits entities to
recognize as expense over the vesting period the fair value of all stock-based
awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to
apply the provisions of Accounting Principles Board Opinion ("APB") No. 25,
Accounting for Stock Issued to Employees and provide pro forma net income (loss)
disclosures for employee stock option grants made as if the fair value-based
method defined in SFAS No. 123 had been applied. Under APB No. 25, compensation
expense would be recorded on the date of the grant only if the current market
price of the underlying stock exceeded the exercise price. The Company has
elected to apply the provisions of APB No. 25 and provide the pro forma
disclosures required by SFAS No. 123.

  (j) INVENTORIES

     Inventories, consisting of finished goods, are stated at the lower of cost
or market. Cost is determined using the first-in, first-out method.

  (k) GOODWILL

     The excess of the cost over the fair value of net assets acquired is
recorded as goodwill and amortized on a straight-line basis over 5 to 15 years.
Accumulated amortization was $1,575,000 and $2,718,000 as of December 31, 1999
and 2000, respectively. When goodwill exceeds associated expected operating cash
flows, it is considered to be impaired and is written down to fair value, which
is determined based on discounted cash flows.

                                       18
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  (l) FOREIGN CURRENCY TRANSLATION

     The translation of the applicable foreign currencies into U.S. dollars is
performed for balance sheet accounts using current exchange rates in effect at
the balance sheet date and for revenue and expense accounts using the average
exchange rates during the period. The gains or losses resulting from such
translation are included in stockholders' equity. Gains or losses resulting from
foreign currency transactions are included in "other income and expense" in the
statement of income.

  (m) FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair values of financial instruments were not materially different from
their carrying values.

  (n) CASH AND CASH EQUIVALENTS

     Cash and cash equivalents are comprised of highly liquid investments with
original maturity dates of three months or less.

  (o) MARKETABLE SECURITIES

     All marketable securities are classified as available-for-sale and
available to support current operations or to take advantage of other investment
opportunities. These securities are stated at estimated fair values based upon
market quotes with unrealized holding gains or losses reported as a separate
component of accumulated other comprehensive income within stockholders' equity.
Realized gains and losses are included in other income (expense). The cost of
securities sold is based on the specific identification method. The cost of debt
securities is adjusted for amortization of premiums and accretion of discounts
to maturity. This amortization and accretion is included in net interest and
investment income (expense).

  (p) LONG-LIVED ASSETS

     Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount should be
evaluated. Factors leading to impairment include a combination of historical
losses, anticipated future losses and inadequate cash flow. The assessment of
recoverability is based on management's estimate. Impairment is assessed by
comparing the carrying value to the estimated and undiscounted future cash flows
expected to result from the use of the assets and their eventual disposition.
Impairment is measured based on discounted cash flows. SPSS has determined that
as of December 31, 2000, there has been no impairment in the carrying values of
long-lived assets.

  (q) ADVERTISING EXPENSES

     Advertising expenses are charged to operations during the year in which
they are incurred. The total amount of advertising expenses charged to
operations was $4,291,000, $3,557,000 and $2,852,000 for the years ended
December 31, 1998, 1999 and 2000, respectively.

  (r) RECLASSIFICATIONS

     Where appropriate, some items relating to the prior years have been
reclassified to conform to the presentation in the current year.

                                        19
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2)  DOMESTIC AND FOREIGN OPERATIONS

     The net assets, net revenues and net income of international subsidiaries
as of and for the years ended December 31, 1998, 1999 and 2000 included in the
consolidated financial statements are summarized as follows:

<Table>
<Caption>
                                                             DECEMBER 31,
                                                ---------------------------------------
                                                   1998          1999          2000
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Working capital...............................  $ 8,431,000   $18,703,000   $26,616,000
                                                ===========   ===========   ===========
Excess of noncurrent assets over noncurrent
  liabilities.................................  $ 3,522,000   $ 4,391,000   $ 5,939,000
                                                ===========   ===========   ===========
Net revenues..................................  $69,227,000   $83,382,000   $80,143,000
                                                ===========   ===========   ===========
Net income....................................  $ 7,082,000   $ 4,639,000   $ 6,874,000
                                                ===========   ===========   ===========
</Table>

     Net revenues(1) per geographic region are summarized as follows:

<Table>
<Caption>
                                                      YEAR ENDED DECEMBER 31,
                                             ------------------------------------------
                                                 1998           1999           2000
                                             ------------   ------------   ------------
<S>                                          <C>            <C>            <C>
United States..............................  $ 89,764,000   $ 98,071,000   $105,971,000
United Kingdom.............................    26,194,000     27,096,000     25,113,000
The Netherlands............................    11,978,000     13,505,000      9,989,000
Japan......................................     9,750,000     11,900,000     13,346,000
Germany....................................     9,428,000     11,573,000      9,727,000
France.....................................     3,166,000      3,528,000      3,927,000
Other......................................     8,711,000     15,780,000     18,041,000
                                             ------------   ------------   ------------
                                             $158,991,000   $181,453,000   $186,114,000
                                             ============   ============   ============
</Table>

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

(1) Revenues are attributed to countries based on point-of-sale.

     Long-lived assets per geographic region are summarized as follows:

<Table>
<Caption>
                                                             DECEMBER 31,
                                                ---------------------------------------
                                                   1998          1999          2000
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
United States.................................  $33,191,000   $35,661,000   $50,696,000
United Kingdom................................    2,122,000     1,968,000     2,782,000
The Netherlands...............................      318,000       224,000       240,000
Japan.........................................    1,049,000     1,066,000       936,000
Germany.......................................      269,000       211,000       319,000
Other.........................................      912,000     1,288,000     1,573,000
                                                -----------   -----------   -----------
                                                $37,861,000   $40,418,000   $56,546,000
                                                ===========   ===========   ===========
</Table>

                                        20
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3)  SOFTWARE DEVELOPMENT COSTS AND PURCHASED SOFTWARE

     Activity in capitalized software is summarized as follows:

<Table>
<Caption>
                                                             DECEMBER 31,
                                                ---------------------------------------
                                                   1998          1999          2000
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Balance, net -- beginning of year.............  $ 6,703,000   $10,658,000   $13,078,000
Additions.....................................    5,500,000     3,961,000     7,018,000
Product translations..........................      792,000     1,641,000       501,000
Write-down to net realizable value............     (445,000)           --            --
Sale of assets................................           --            --      (294,000)
Amortization expense charged to cost of
  revenues....................................   (1,892,000)   (3,182,000)   (4,161,000)
                                                -----------   -----------   -----------
Balance, net -- end of year...................  $10,658,000   $13,078,000   $16,142,000
                                                ===========   ===========   ===========
</Table>

     The components of net capitalized software are summarized as follows:

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                             -------------------------
                                                                1999          2000
                                                             -----------   -----------
<S>                                                          <C>           <C>
Product translations.......................................  $ 2,798,000   $ 2,489,000
Acquired software technology...............................    4,720,000     5,477,000
Capitalized software development costs.....................    5,560,000     8,176,000
                                                             -----------   -----------
Balance, net -- end of year................................  $13,078,000   $16,142,000
                                                             ===========   ===========
</Table>

     Total software development costs, including amounts expensed as incurred,
amounted to approximately $29,303,000, $36,062,000 and $40,498,000, for the
years ended December 31, 1998, 1999 and 2000, respectively.

     Included in acquired software technology at December 31, 1999 and 2000 is
$1,782,000 and $1,337,000 of technology resulting from the purchase of
Surveycraft Party Ltd., Integral Solutions Ltd. and the VerbaStat product. (See
Note 4)

(4)  ACQUISITIONS AND DIVESTITURES

  ACQUISITIONS

     In November 1998, SPSS acquired all of the outstanding shares of capital
stock of Surveycraft Pty. Ltd. ("Surveycraft") for an aggregate purchase price
of approximately $1,700,000. The Surveycraft acquisition was accounted for as a
purchase and, accordingly, the acquired assets and liabilities have been
recorded at their estimated fair values. In the fourth quarter of 1998, SPSS
recorded charges of approximately $863,000 representing a one-time write-off of
acquired in-process technology and other merger-related costs. Surveycraft is a
computer software company specializing in market research software. In 1999,
SPSS consolidated the Surveycraft business into its Australia and Cincinnati
offices. Also in 1999, some assumed liabilities were revalued, and goodwill was
decreased by $371,000.

     On December 31, 1998, SPSS acquired all of the outstanding shares of
capital stock of Integral Solutions Limited ("Integral Solutions"), a
corporation incorporated under the laws of England, from the shareholders of
Integral Solutions (the "Shareholders"). The stock purchase occurred pursuant to
the Stock Purchase Agreement between SPSS and the Shareholders in the United
Kingdom (the "Agreement") dated as of December 31, 1998. SPSS acquired Integral
Solutions from the Shareholders for approximately $7,000,000 plus contingent
payments (as defined in the Agreement) of up to approximately $7,000,000 based
on future results of the acquired business (the "Purchase Price"). Additional
payments of approximately $3,900,000

                                        21
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and $2,900,000 were made in January 2000 and February 2001, respectively.
Additional payments were recorded as an adjustment to purchase price in the
periods in which such payments were determinable. The Integral Solutions
acquisition was accounted for as a purchase and, accordingly, the acquired
assets and liabilities have been recorded at their estimated fair values. In the
fourth quarter of 1998, SPSS recorded charges of approximately $5,082,000
representing a one-time write-off of acquired in-process technology and other
merger-related costs. Integral Solutions is a leading full-service data mining
company, supplying consultancy and training. In 1999, Integral Solution's office
lease expired and personnel were moved to the existing SPSS UK Ltd. Offices in
Woking, England. Also in 1999, some assumed liabilities were revalued, and
goodwill was increased by $227,000.

     The following summary presents information concerning the purchase price
allocations for the acquisitions accounted for under the purchase method for the
year ended December 31, 1998.

<Table>
<Caption>
                                                  ACQUIRED
                                    PURCHASED    IN-PROCESS                              PURCHASE
COMPANY NAME                         SOFTWARE    TECHNOLOGY    GOODWILL      OTHER       PRICE(1)
------------                        ----------   ----------   ----------   ----------   -----------
<S>                                 <C>          <C>          <C>          <C>          <C>
Surveycraft.......................  $  202,000   $  312,000   $1,974,000   $  533,000   $ 3,021,000
Integral Solutions................   2,020,000    3,240,000    2,239,000    1,741,000     9,240,000
                                    ----------   ----------   ----------   ----------   -----------
                                    $2,222,000   $3,552,000   $4,213,000   $2,274,000   $12,261,000
                                    ==========   ==========   ==========   ==========   ===========
</Table>

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

(1) Purchase price includes costs associated with the acquisition and acquired
    deferred tax liabilities.

     SPSS incurred significant costs and expenses in connection with these
acquisitions, including professional fees, employees' severance and various
other expenses. Such expenses were recorded as part of the purchase price in
connection with the Surveycraft and Integral Solutions acquisitions accounted
for as purchases.

     On November 29, 1999, SPSS acquired all of the outstanding shares of
capital stock of Vento Software, Inc. ("Vento"), a corporation incorporated
under the laws of Florida, from the shareholders of Vento in exchange for
546,060 shares of common stock in a stock acquisition accounted for as a pooling
of interests and, accordingly, the consolidated financial statements have been
restated as if SPSS and Vento had been combined for all periods presented. In
the fourth quarter of 1999, SPSS recorded charges of approximately $1,611,000
representing merger-related costs for expenses relating to management and sales
force restructuring, employee sign-on bonuses, professional fees and various
other expenses. Vento is an analytical solutions company whose assets include
the VentoMap product line, a series of industry-specific software products for
business performance measurement, and a proprietary methodology for the delivery
of related professional services.

     On December 24, 1999, SPSS acquired certain assets related to the VerbaStat
software program from DataStat, S.A., a corporation organized under the laws of
Belgium, for approximately $1,000,000. VerbaStat is a software tool for computer
aided coding of open-ended survey questions.

     The following summary presents information concerning the purchase price
allocation for the VerbaStat acquisition accounted for under the purchase method
for the year ended December 31, 1999.

<Table>
<Caption>
                                              ACQUIRED
                                 PURCHASED   IN-PROCESS                          PURCHASE
COMPANY NAME                     SOFTWARE    TECHNOLOGY   GOODWILL    OTHER       PRICE
------------                     ---------   ----------   --------   --------   ----------
<S>                              <C>         <C>          <C>        <C>        <C>
VerbaStat......................   $5,000      $128,000    $883,000   $138,000   $1,154,000
</Table>

On February 26, 2001, the Company acquired all of the outstanding capital stock
of ShowCase Corporation (ShowCase), in exchange for approximately 3,725,000
shares of common stock, which had a market value of approximately $63,958,000 at
the time of the acquisition. The transaction was accounted for as a pooling of
interests, and accordingly, the consolidated financial statements have been
restated as if the combining

                                        22
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

companies had been combined for all periods presented. Merger costs relating to
the acquisition amounted to approximately $10.5 million. These costs included
investment banking fees, legal and other professional fees, employee severance
payments and various other expenses.

     The following information reconciles total revenues and net income of SPSS
as previously reported in the Company's Annual Report on Form 10-K for the years
ended December 31, 1998, 1999 and 2000 to those included in the accompanying
consolidated financial statements.

<Table>
<Caption>
                                                 1998           1999           2000
                                             ------------   ------------   ------------
<S>                                          <C>            <C>            <C>
Net revenues:
  SPSS(1)..................................  $123,472,000   $141,930,000   $139,780,000
  ShowCase(2)..............................    35,519,000     39,523,000     46,334,000
                                             ------------   ------------   ------------
       Total...............................  $158,991,000   $181,453,000   $186,114,000
                                             ============   ============   ============
Net income (loss):
  SPSS(1)..................................  $  8,578,000   $ 15,502,000   $  7,536,000
  ShowCase(2)..............................        62,000     (2,265,000)    (1,621,000)
                                             ------------   ------------   ------------
       Total...............................  $  8,640,000   $ 13,237,000   $  5,915,000
                                             ============   ============   ============
Diluted net income per share...............  $       0.73   $       0.98   $       0.41
                                             ============   ============   ============
</Table>

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

(1) Represents the historical results of SPSS without considering the effect of
    the pooling of interests consummated with ShowCase during 2001.

(2) Represents the historical results of ShowCase for the twelve months ended
    March 31, 1999, March 31, 2000 and December 31, 2000.

     The consolidated statement of income for the year ended December 31, 2000,
reflects the impact of ShowCase operating results for the three months ended
March 31, 2000, which are also included in the year ended December 31, 1999
consolidated statement of income due to differences in reporting periods
reflective to SPSS. The revenues and net loss of ShowCase included more than
once were $10,865,000 and ($1,209,000), respectively.

  DIVESTITURES

     On May 11, 2000, SPSS sold substantially all of the assets of its QI
Analyst business to Wonderware Corporation for approximately $2,000,000,
recording a gain in other income of $1,397,000.

(5)  COMMITMENTS AND CONTINGENCIES

  OPERATING LEASES

     SPSS leases its office facilities, storage space, and some data processing
equipment under lease agreements expiring through the year 2012. Minimum lease
payments indicated below do not include costs such as property taxes,
maintenance, and insurance.

                                        23
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following is a schedule of future noncancellable minimum lease payments
required under operating leases as of December 31, 2000:

<Table>
<Caption>
YEAR ENDING DECEMBER 31,                                         AMOUNT
------------------------                                       -----------
<S>                                                            <C>
2001........................................................   $ 6,128,000
2002........................................................     5,037,000
2003........................................................     4,590,000
2004........................................................     3,992,000
2005........................................................     3,271,000
Thereafter..................................................    15,262,000
                                                               -----------
                                                               $38,280,000
                                                               ===========
</Table>

     Rent expense related to operating leases was approximately $7,068,000,
$7,422,000 and $8,500,000 during the years ended December 31, 1998, 1999 and
2000, respectively.

  LITIGATION

     SPSS is subject to certain legal proceedings and claims that have arisen in
the ordinary course of business and have not been adjudicated. Marija J. Norusis
("Plaintiff") and SPSS entered into a series of publishing agreements pursuant
to which Plaintiff agreed to author portions of certain software manuals and
statistical guides. Plaintiff alleges that SPSS has published and sold certain
manuals which contain Plaintiff's work and/or which Plaintiff had the right to
prepare under the terms of the parties' agreements, without paying the Plaintiff
royalties on such sales. Plaintiff filed a complaint, as amended, in which
Plaintiff asserts claims for a declaratory judgment, an accounting, breach of
contract, quantum meruit, and violation of the Illinois Deceptive Trade
Practices Act. Plaintiff currently seeks unspecified damages in an amount in
excess of $100,000 together with prejudgment interest and attorney's fees. On
motion by SPSS, the court dismissed Plaintiff's declaratory claim, but all of
the other claims are pending. In July 2000, the Court ordered the parties to
retain an independent third party to analyze SPSS' records and to prepare a
report of SPSS' sales of the software manuals and statistical guides for which
Plaintiff claims a right to royalties. That report was completed in December
2000, and the parties are currently engaged in settlement discussions based on
the report. SPSS intends to pursue settlement negotiations with Plaintiff, and,
if those negotiations are unsuccessful, to vigorously contest Plaintiff's
claims. See Note 13.

(6)  OTHER NON-CURRENT LIABILITIES

     SPSS has a mortgage on its freehold property, which houses the SPSS Limited
Quantime offices in London, England. The mortgage is held by Norwich Union
Investment Management of Norwich, England and is a fixed 12.04%, 30-year
mortgage expiring in January 2010. The annual principal and interest payments
total British Pounds Sterling (GBP) of 109,692 (approximately $166,000). The
current portion of this debt is GBP 33,106 (approximately $50,000) and is
included in "Other Accrued Liabilities" as of December 31, 2000. The non-current
balance as of December 31, 2000 is GBP 553,510 (approximately $828,000).

     In December 1999, SPSS entered into an asset purchase agreement with
DataStat, S.A. for the purchase of the VerbaStat product. Under the terms of the
agreement, SPSS will pay DataStat twelve quarterly installment payments of
$83,333. The current portion of this debt is approximately $250,000, and is
included in "Other accrued liabilities" as of December 31, 2000. The non-current
balance as of December 31, 2000 is $417,000.

                                        24
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(7)  FINANCING ARRANGEMENTS

     The Company has a loan agreement with American National Bank and Trust
Company of Chicago. Under the agreement, SPSS has an available $20,000,000
unsecured line of credit. At December 31, 2000, SPSS had $16,000,000 in
borrowings under this credit agreement. Borrowings against the line of credit
bear interest at either the prime interest rate or the Eurodollar Rate (varying
between 8.21% and 8.37% at December 31, 2000), depending on the circumstances.
As of January 26, 2001, the Company amended its June 1, 2000 line of credit to
make an additional $5,000,000 available until April 30, 2001.

     The Company has a $3,000,000 revolving line of credit agreement with a bank
through August 30, 2001, bearing interest at the bank's base rate plus .25%.
Borrowings are limited to 75% of eligible accounts receivable and are payable on
demand. The revolving line of credit note is secured by substantially all of the
Company's assets and contains certain restrictive financial covenants, including
liquidity, profitability and the maintenance of prescribed tangible net worth
and debt to tangible net worth ratios. No borrowings were outstanding under the
line of credit at December 31, 2000.

(8)  OTHER INCOME (EXPENSE)

     Other income (expense) consists of the following:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31,
                                                  -------------------------------------
                                                     1998         1999         2000
                                                  ----------   ----------   -----------
<S>                                               <C>          <C>          <C>
Interest and investment income..................  $1,364,000   $1,482,000   $ 2,196,000
Interest expense................................    (918,000)    (743,000)   (1,100,000)
Exchange gain (loss) on foreign currency
  transactions..................................    (238,000)     119,000      (224,000)
Gain on sale of product line....................          --           --     1,397,000
Other...........................................     140,000      185,000        49,000
                                                  ----------   ----------   -----------
Total other income (expense)....................  $  348,000   $1,043,000   $ 2,318,000
                                                  ==========   ==========   ===========
</Table>

(9)  INCOME TAXES

     Income (loss) before income tax consists of the following:

<Table>
<Caption>
                                                        YEAR ENDED DECEMBER 31,
                                                ---------------------------------------
                                                   1998          1999          2000
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Domestic......................................  $ 4,970,000   $ 4,029,000   $(6,974,000)
Foreign.......................................   11,596,000    16,700,000    17,093,000
                                                -----------   -----------   -----------
                                                $16,566,000   $20,729,000   $10,149,000
                                                ===========   ===========   ===========
</Table>

                                        25
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Income tax expense (benefit) consists of the following:

<Table>
<Caption>
                                                  CURRENT      DEFERRED        TOTAL
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Year ended December 31, 1998
  U.S. Federal................................  $ 4,249,000   $(2,029,000)  $ 2,220,000
  State.......................................      919,000      (161,000)      758,000
  Foreign.....................................    4,192,000       756,000     4,948,000
                                                -----------   -----------   -----------
                                                $ 9,360,000   $(1,434,000)  $ 7,926,000
                                                ===========   ===========   ===========
Year ended December 31, 1999
  U.S. Federal................................  $ 2,479,000   $(1,101,000)  $ 1,378,000
  State.......................................      495,000        19,000       514,000
  Foreign.....................................    5,423,000       177,000     5,600,000
                                                -----------   -----------   -----------
                                                $ 8,397,000   $  (905,000)  $ 7,492,000
                                                ===========   ===========   ===========
Year ended December 31, 2000
  U.S. Federal................................  $ 2,856,000   $(7,142,000)  $(4,286,000)
  State.......................................      926,000      (845,000)       81,000
  Foreign.....................................    8,274,000       165,000     8,439,000
                                                -----------   -----------   -----------
                                                $12,056,000   $(7,822,000)  $ 4,234,000
                                                ===========   ===========   ===========
</Table>

     For the years ended December 31, 1998, 1999 and 2000, the reconciliation of
statutory to effective income taxes is as follows:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31,
                                                   ------------------------------------
                                                      1998         1999         2000
                                                   ----------   ----------   ----------
<S>                                                <C>          <C>          <C>
Income taxes using the Federal statutory rate of
  34%............................................  $5,632,000   $7,048,000   $3,791,000
State income taxes, net of Federal tax benefit...     500,000      299,000     (226,000)
Foreign taxes at net rates different from U.S.
  Federal rates..................................     389,000      (78,000)   2,463,000
Foreign tax credit...............................    (642,000)          --     (703,000)
Nondeductible write-off of in-process research
  and development................................   1,208,000      128,000           --
Acquisition costs................................     785,000      404,000           --
Change in valuation allowance....................          --     (867,000)    (855,000)
Other, net.......................................      54,000      558,000     (236,000)
                                                   ----------   ----------   ----------
                                                   $7,926,000   $7,492,000   $4,234,000
                                                   ==========   ==========   ==========
</Table>

                                        26
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1999 and
2000, are presented below:

<Table>
<Caption>
                                                                1999          2000
                                                             -----------   -----------
<S>                                                          <C>           <C>
Deferred tax assets:
  Accounts receivable principally due to allowance for
     doubtful accounts.....................................  $   639,000   $   559,000
  Inventories, principally due to additional costs
     inventoried for tax purposes pursuant to the Tax
     Reform Act of 1986....................................       51,000        55,000
  Compensated absences, principally due to accrual for
     financial reporting purposes..........................      365,000       506,000
  Foreign tax credit carryforwards.........................      220,000       356,000
  Research and experimentation credit carryforwards........      901,000     1,333,000
  Deferred rent............................................      550,000       626,000
  Plant and equipment, principally due to differences in
     depreciation and capitalized interest.................           --       850,000
  Deferred revenues........................................    5,100,000    11,831,000
  Foreign currency loss....................................       66,000       375,000
  Acquisition-related items................................    2,345,000     1,994,000
  U.S. net operating loss carryforwards....................      110,000       425,000
  Non-U.S. net operating loss carryforwards................    1,119,000       954,000
  Other....................................................      285,000     1,586,000
                                                             -----------   -----------
Total gross deferred tax assets............................   11,751,000    21,450,000
Less valuation allowance...................................   (3,470,000)   (2,615,000)
                                                             -----------   -----------
Net deferred tax assets....................................    8,281,000    18,835,000
                                                             -----------   -----------
Deferred tax liabilities:
  Capitalized software costs...............................    3,413,000     5,439,000
  Acquisition-related items................................    1,389,000     1,053,000
  Post-retirement benefits.................................      544,000     1,320,000
  Plant and equipment......................................      281,000        64,000
  Other....................................................      114,000       114,000
                                                             -----------   -----------
Net deferred tax asset.....................................  $ 2,540,000   $10,845,000
                                                             ===========   ===========
</Table>

     The valuation allowance remained constant in 1998, decreased $867,000 in
1999, and decreased by $855,000 in 2000. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversals of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment.

     As of December 31, 2000, SPSS A/S, a Danish subsidiary, had a net operating
loss carryforward of approximately $2,206,000, which begins to expire in 2001.

     As of December 31, 2000, SPSS had a Federal research and experimentation
credit carryforward of approximately $1,330,000, which begins to expire in 2001.

                                        27
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10)  EMPLOYEE BENEFIT PLANS

     Effective February 1, 1995, SPSS amended its 401(k) savings plan. Qualified
employees may participate in the savings plan by contributing up to the lesser
of 15% of eligible compensation or limits imposed by the U.S. Internal Revenue
Code in a calendar year. Beginning in 1999, SPSS made a matching contribution of
$500 for employees in the plan the entire year, which resulted in a $288,000
contribution by SPSS recorded as compensation expense. Also in 1999, the plan
year was changed to begin on December 31 of each year and end on December 30.

     In 1993, SPSS implemented an employee stock purchase plan. The SPSS
purchase plan provides that eligible employees may contribute up to 10% of their
base salary per quarter towards the quarterly purchase of SPSS common stock. The
employee's purchase price is 85% of the fair market value of the stock at the
close of the first business day after the quarterly offering period. The total
number of shares issuable under the purchase plan is 100,000. Effective October
2000, the plan was amended to calculate the share price as 85% of the lower of
i) the closing market price of the stock on the first trading day of the
quarter, or ii) the closing market price for the stock on the last trading day
after the end of the quarter. During 1998, 18,663 shares were issued under the
purchase plan at market prices ranging from $19.25 to $23.75. During 1999,
18,249 shares were issued under the purchase plan at market prices ranging from
$16.75 to $25.50. During 2000, 16,545 shares were issued under the purchase plan
at market prices ranging from $22.06 to $31.00. SPSS recorded $54,000, $52,000
and $73,000 in compensation expense related to the purchase of these shares in
1998, 1999 and 2000, respectively.

     Under the ShowCase 1999 Employee Stock Purchase Plan, which became
effective upon consummation of the ShowCase initial public offering,
substantially all employees may purchase shares of common stock at the end of
semiannual purchase periods at a price equal to the lower of 85% of the stock's
fair market value on the first day or the last day of that period. Plan funding
occurs throughout the purchase period by pre-elected payroll deductions of up to
15% of pay. No compensation expense results from the plan. During 1999, 11,882
shares were issued under the purchase plan at market prices averaging 4.91 per
share. During 2000, 13,493 shares were issued under the purchase plan at market
prices averaging 4.94 per share.

     During April 2001, the ShowCase profit sharing plan was merged into the
SPSS 401(k) savings plan. This plan allowed ShowCase employees to defer a
portion of their income through contributions to the plan. At the Company's
board of director's discretion, the Company matched a percentage of employees'
voluntary contributions, or made additional contributions. Employer
contributions to the plan were $50,000, $193,000 and $216,000 for the years
ended December 31, 1998, 1999 and 2000, respectively.

(11)  RESEARCH AND DEVELOPMENT LIMITED PARTNERSHIPS

     SPSS entered into agreements with limited partnerships in 1981, 1982 and
1985 for the partnerships to perform research and development for new and
existing computer software. Certain of the general and limited partners of these
partnerships are officers of SPSS and under these agreements, SPSS incurred
royalty expense to the partnerships of $235,000, $237,000 and $252,000, for the
years ended December 31, 1998, 1999 and 2000, respectively.

(12)  STOCK OPTIONS

     On January 16, 1992, SPSS adopted a Stock Option Plan for some key
employees. Options vest either immediately or over a four-year period. In
September 1994, SPSS granted options to purchase 150,000 shares of common stock
to the principal owners of SYSTAT. In addition, in June 1995, the stockholders
of SPSS adopted the 1995 Equity Incentive Plan which authorizes the Board of
Directors, under certain conditions, to grant stock options and shares of
restricted stock to directors, officers, other key executives, employees and
independent contractors.

                                        28
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At the 1996 meeting of SPSS shareholders, the shareholders ratified the
Second Amended and Restated 1995 Equity Incentive Plan, which was amended, among
other things, to increase the shares allowed to be granted under the Plan from
600,000 to 1,050,000. In May 1999, SPSS approved the Third Amended and Restated
1995 Equity Incentive Plan, which was amended to clarify the rules governing the
treatment of attestation of shares given to SPSS for the exercise price of
options.

     In May 1999, SPSS adopted the 1999 Employee Equity Incentive Plan, which
authorizes the Board, under some conditions, to grant stock options and shares
of restricted stock to non-executive officer employees and independent
contractors of SPSS.

     In connection with the grant to employees of options to purchase 81,000
shares of common stock in 1999 and 527,900 shares of common stock in 1998, the
Company recorded deferred compensation of $152,000 in 1999 and $355,000 in 1998.
This represents the difference between the deemed value of the common stock for
accounting purposes and the option exercise price of such options on the date of
grant based upon the intrinsic value method in accordance with APB Opinion No.
25, Accounting for Stock Issued to Employees. Additionally the Company recorded
approximately $60,000 of deferred compensation in 1999 related to stock options
issued to a consultant. The Company recognized expense of approximately
$116,000, $108,000 and $33,000 for the fiscal years ended December 31, 2000,
1999, and 1998, respectively, for these stock option grants and will recognize
the remainder of the deferred compensation cost over the respective vesting
periods (four to five years) of the options granted.

     The Company recognized general and administrative expense of $304,000 for
compensation expense during 2000 related to accelerated vesting of options and
change of employee status in accordance with Financial Accounting Standards
Board Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation -- an interpretation of APB Opinion No. 25.

     SPSS applies APB Opinion No. 25 and related interpretations in accounting
for its plans. All options under the plans have been granted at exercise prices
not less than the market value at the date of the grant. Had compensation cost
for SPSS' stock option plans been determined consistent with SFAS No. 123, SPSS'
net income available to stockholders would have been decreased to the pro forma
amounts indicated below:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31,
                                                  -------------------------------------
                                                     1998         1999          2000
                                                  ----------   -----------   ----------
<S>                                               <C>          <C>           <C>
Net income:
  As reported...................................  $8,640,000   $13,237,000   $5,915,000
  Pro forma.....................................   5,598,000     9,735,000    3,262,000
Net earnings per share:
  Basic as reported.............................        0.79          1.05         0.44
  Basic pro forma...............................        0.51          0.78         0.24
  Diluted as reported...........................        0.73          0.98         0.41
  Diluted pro forma.............................        0.47          0.72         0.23
</Table>

     Under the stock option plans, the exercise price of each option equals the
market value of the Company's stock on the date of grant. For purposes of
calculating the compensation costs consistent with SFAS No. 123, the fair value
of each grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
grants in fiscal 1998, 1999 and 2000, respectively; no expected dividend yield;
expected volatility of 25% in 1998, 39% in 1999 and 38% in 2000; risk free
interest

                                        29
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

rates of 5.30%-5.65%, 5.65%-6.43% and 4.90%-5.65%, respectively, and expected
lives of 4-8 years. Additional information regarding options is as follows:

<Table>
<Caption>
                                 1998                   1999                   2000
                         --------------------   --------------------   --------------------
                                     WEIGHTED               WEIGHTED               WEIGHTED
                                     AVERAGE                AVERAGE                AVERAGE
                                     EXERCISE               EXERCISE               EXERCISE
                          OPTIONS     PRICE      OPTIONS     PRICE      OPTIONS     PRICE
                         ---------   --------   ---------   --------   ---------   --------
<S>                      <C>         <C>        <C>         <C>        <C>         <C>
Outstanding at
  beginning of year....  2,154,035    $11.45    2,376,362    $14.38    2,766,969    $15.72
     Granted...........    687,133     17.17      621,968     17.95      743,167     21.86
     Forfeited.........   (223,930)     6.65     (104,431)     9.72     (209,925)    13.09
     Exercised.........   (240,876)     6.08     (126,930)     5.81     (389,043)    11.05
                         ---------    ------    ---------    ------    ---------    ------
Outstanding at end of
  year.................  2,376,362     14.38    2,766,969     15.72    2,911,168     17.93
Options exercisable at
  year end.............  1,282,430     13.35    1,550,741     15.97    1,530,329     16.65
</Table>

     The weighted average fair value of options granted during 1998, 1999 and
2000 was $17.17, $17.95 and $21.86, respectively.

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

<Table>
<Caption>
                                                  WEIGHTED
                                                   AVERAGE     WEIGHTED                 WEIGHTED
                                                  REMAINING    AVERAGE                  AVERAGE
                                     OPTIONS     CONTRACTUAL   EXERCISE     OPTIONS     EXERCISE
    RANGE OF EXERCISE PRICES       OUTSTANDING      LIFE        PRICE     EXERCISABLE    PRICE
    ------------------------       -----------   -----------   --------   -----------   --------
<S>                                <C>           <C>           <C>        <C>           <C>
$ 0.21 - 3.24....................     223,702       2.71        $ 1.57       196,256     $ 1.43
  4.26 - 4.50....................      87,272       7.14          4.42        28,813       4.41
  8.00 - 9.125...................     119,650       2.91          8.53       119,150       8.53
 11.625-15.375...................     493,044       5.64         13.65       403,227      14.00
 16.05 -17.0625..................      92,834       8.19         16.10        18,105      16.07
 17.5  -24.00....................   1,251,867       8.56         19.96       398,598      20.38
 25.125-29.00....................     642,799       7.60         26.73       366,180      27.29
                                    ---------       ----        ------     ---------     ------
                                    2,911,168       7.12        $17.93     1,530,329     $16.65
</Table>

(13)  SUBSEQUENT EVENTS

     On October 23, 2001, the Company announced that it had entered into an
agreement with America On-Line to purchase certain operating assets and maintain
a strategic relationship for a four year period. Payments for assets and ongoing
sample access fees will aggregate $42 million of cash and stock, and will be
paid over the four year period. The acquired assets will be accounted for as a
purchase by the Company.

     On October 29, 2001, the Company entered into an agreement and plan of
merger to acquire all of the outstanding shares of NetGenesis Corporation, a
leading provider of E-Metrics solutions for global 2000 companies. The Company
plans to issue approximately 2.4 million shares of common stock to NetGenesis
approximating $44 million and will treat the transaction as a purchase.

     The January 26, 2001 amendment to the line of credit with American National
Bank and Trust Company discussed in Note 7 expired and was not renewed.

     SPSS settled its dispute with Ms. Norusis (as discussed in Note 5) without
significant liability. Under the terms of settlement, SPSS received ownership
rights to materials produced by Ms. Norusis prior to the settlement for
approximately $1.7 million and Ms. Norusis received exclusive rights to draft
three statistical manuals for SPSS software for a 10-year term, with a 10-year
renewal right.

                                        30
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14)  UNAUDITED QUARTERLY FINANCIAL INFORMATION

     The following is a summary of the unaudited interim results of operations
for each of the quarters ended in 1999 and 2000.

<Table>
<Caption>
                                                                            SPSS
                                   ---------------------------------------------------------------------------------------
                                   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                     1999       1999       1999        1999       2000       2000       2000        2000
                                   --------   --------   ---------   --------   --------   --------   ---------   --------
                                                      (IN THOUSANDS, EXCEPT PERCENTAGE AND SHARE DATA)
<S>                                <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Net revenues:
  Analytical solutions...........  $ 3,680    $ 3,597     $ 4,189    $ 6,074    $ 6,824      7,549     $ 7,664    $  8,209
  Market research................    7,030      7,199       7,667     10,778      7,435      8,429       9,927       3,897
  Statistics.....................   22,287     22,850      22,763     23,816     23,294     20,927      21,730      13,895
                                   -------    -------     -------    -------    -------    -------     -------    --------
    Net revenues.................   32,997     33,646      34,619     40,668     37,553     36,905      39,321      26,001
Operating expenses:
  Cost of revenues...............    2,683      3,126       3,253      3,601      3,174      2,804       2,960       3,296
  Sales and marketing............   16,904     16,357      16,109     18,907     19,341     18,994      20,335      22,511
  Product development............    5,709      6,215       6,581      6,478      6,162      6,692       6,609       7,150
  General and administrative.....    2,415      2,985       2,607      1,766      2,481      2,393       2,358       1,981
  Merger-related(a)..............       --         --          --      1,611         --         --          --          --
  Acquired in-process
    technology(b)................       --         --          --        128         --         --          --          --
                                   -------    -------     -------    -------    -------    -------     -------    --------
    Operating expenses...........   27,711     28,683      28,550     32,491     31,158     30,883      32,262      34,938
                                   -------    -------     -------    -------    -------    -------     -------    --------
Operating income.................    5,286      4,963       6,069      8,177      6,395      6,022       7,059      (8,937)
Net interest income (expense)....      (65)       (86)       (332)       (46)      (173)      (131)       (182)       (156)
Other income (expenses)..........     (115)      (204)        539        (63)      (377)       959          43         548
                                   -------    -------     -------    -------    -------    -------     -------    --------
Income before income taxes.......    5,106      4,673       6,276      8,068      5,845      6,850       6,920      (8,545)
Income tax expense (benefit).....    1,766      1,774       2,195      2,886      2,316      2,698       2,725      (4,205)
                                   -------    -------     -------    -------    -------    -------     -------    --------
Net income (loss)................  $ 3,340    $ 2,899     $ 4,081    $ 5,182    $ 3,529    $ 4,152     $ 4,195    $ (4,340)
                                   =======    =======     =======    =======    =======    =======     =======    ========
Basic net income (loss) per
  share..........................  $  0.35    $  0.30     $  0.42    $  0.54    $  0.37    $  0.43     $  0.43    $  (0.43)
                                   =======    =======     =======    =======    =======    =======     =======    ========
Shares used in basic per share...    9,581      9,656       9,606      9,621      9,679      9,740       9,863      10,012
                                   =======    =======     =======    =======    =======    =======     =======    ========
Diluted net income (loss) per
  share..........................  $  0.33    $  0.28     $  0.40    $  0.51    $  0.33    $  0.39     $  0.39    $  (0.43)
                                   =======    =======     =======    =======    =======    =======     =======    ========
Shares used in diluted per
  share..........................   10,091     10,145      10,283     10,227     10,582     10,548      10,638      10,012
                                   =======    =======     =======    =======    =======    =======     =======    ========
</Table>

<Table>
<Caption>
                                                                         SHOWCASE
                                  ---------------------------------------------------------------------------------------
                                  MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                    1999       1999       1999        1999       2000       2000       2000        2000
                                  --------   --------   ---------   --------   --------   --------   ---------   --------
<S>                               <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Net revenues:
  ShowCase......................  $10,257    $10,505    $  8,506    $  9,647   $10,865    $ 10,665    $12,229    $12,573
                                  -------    -------    --------    --------   -------    --------    -------    -------
    Net revenues................   10,257     10,505       8,506       9,647    10,865      10,665     12,229     12,573
Operating expenses:
  Cost of revenues..............      915      1,068         766         985     1,017         830        988      1,200
  Sales and marketing...........    7,140      7,131       7,099       7,745     8,574       8,669      8,473      8,178
  Product development...........    1,135      1,163       1,247       1,457     1,616       1,584      1,565      1,517
  General and administrative....      873        941       1,136       1,160     1,228       1,249      1,217      1,139
                                  -------    -------    --------    --------   -------    --------    -------    -------
    Operating expenses..........   10,063     10,303      10,248      11,347    12,435      12,332     12,243     12,034
                                  -------    -------    --------    --------   -------    --------    -------    -------
Operating income................      194        202      (1,742)     (1,700)   (1,570)     (1,667)       (14)       539
Other income (expenses).........       89         98         362         395       560         429        424        376
                                  -------    -------    --------    --------   -------    --------    -------    -------
Income before income taxes......      283        300      (1,380)     (1,305)   (1,010)     (1,238)       410        915
</Table>

                                        31
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                         SHOWCASE
                                  ---------------------------------------------------------------------------------------
                                  MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                    1999       1999       1999        1999       2000       2000       2000        2000
                                  --------   --------   ---------   --------   --------   --------   ---------   --------
<S>                               <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Income tax expense (benefit)....       65       (342)       (272)       (257)     (257)        252        352        352
                                  -------    -------    --------    --------   -------    --------    -------    -------
Net income (loss)...............  $   218    $   642    $ (1,108)   $ (1,048)  $  (753)   $ (1,490)   $    58    $   563
                                  =======    =======    ========    ========   =======    ========    =======    =======
Basic net income (loss) per
  share.........................  $  0.05    $  0.14    $  (0.11)   $  (0.10)  $ (0.07)   $  (0.14)   $  0.01    $  0.05
                                  =======    =======    ========    ========   =======    ========    =======    =======
Shares used in basic per
  share.........................    4,495      4,542      10,139      10,368    10,485      10,572     10,760     10,784
                                  =======    =======    ========    ========   =======    ========    =======    =======
Diluted net income (loss) per
  share.........................  $  0.03    $  0.08    $  (0.11)   $  (0.10)  $ (0.07)   $  (0.14)   $  0.01    $  0.05
                                  =======    =======    ========    ========   =======    ========    =======    =======
Shares used in diluted per
  share.........................    8,063      8,371      10,139      10,368    10,485      10,572     11,352     11,267
                                  =======    =======    ========    ========   =======    ========    =======    =======
</Table>

<Table>
<Caption>
                                   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                    1999*      1999*       1999*      1999*       2000       2000       2000        2000
                                   --------   --------   ---------   --------   --------   --------   ---------   --------
<S>                                <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Net revenues:
  Analytical solutions...........  $ 3,680    $ 3,597     $ 4,189    $ 6,074    $ 6,824      7,549     $ 7,664    $ 8,209
  Market research................    7,030      7,199       7,667     10,778      7,435      8,429       9,927      3,897
  Statistics.....................   22,287     22,850      22,763     23,816     23,294     20,927      21,730     13,895
  ShowCase.......................   10,505      8,506       9,647     10,865     10,865     10,665      12,229     12,573
                                   -------    -------     -------    -------    -------    -------     -------    -------
    Net revenues.................   43,502     42,152      44,266     51,533     48,418     47,570      51,550     38,574
Operating expenses:
  Cost of revenues...............    3,751      3,892       4,238      4,618      4,191      3,634       3,948      4,496
  Sales and marketing............   24,035     23,456      23,854     27,481     27,915     27,663      28,807     30,688
  Product development............    6,872      7,462       8,038      8,094      7,778      8,276       8,174      8,667
  General and administrative.....    3,356      4,121       3,767      2,993      3,709      3,642       3,575      3,120
  Merger-related(a)..............       --         --          --      1,611         --         --          --         --
  Acquired in-process
    technology(b)................       --         --          --        128         --         --          --         --
                                   -------    -------     -------    -------    -------    -------     -------    -------
    Operating expenses...........   38,014     38,931      39,897     44,925     43,593     43,215      44,504     46,971
                                   -------    -------     -------    -------    -------    -------     -------    -------
Operating income.................    5,488      3,221       4,369      6,608      4,825      4,355       7,046     (8,397)
Other income (expenses)..........      (82)        72         602        451         10      1,257         285        768
                                   -------    -------     -------    -------    -------    -------     -------    -------
Income before income taxes.......    5,406      3,293       4,971      7,059      4,835      5,612       7,331     (7,629)
Income tax expense (benefit).....    1,424      1,502       1,938      2,628      2,059      2,950       3,077     (3,853)
                                   -------    -------     -------    -------    -------    -------     -------    -------
Net income (loss)................  $ 3,982    $ 1,791     $ 3,033    $ 4,431    $ 2,776    $ 2,662     $ 4,254    $(3,776)
                                   =======    =======     =======    =======    =======    =======     =======    =======
Basic net income (loss) per
  share..........................  $  0.36    $  0.14     $  0.23    $  0.34    $  0.21    $  0.20     $  0.32    $ (0.28)
                                   =======    =======     =======    =======    =======    =======     =======    =======
Shares used in basic per share...   11,095     13,036      13,062     13,116     13,174     13,264      13,450     13,607
                                   =======    =======     =======    =======    =======    =======     =======    =======
Diluted net income (loss) per
  share..........................  $  0.31    $  0.13     $  0.22    $  0.32    $  0.20    $  0.19     $  0.30    $ (0.27)
                                   =======    =======     =======    =======    =======    =======     =======    =======
Shares used in diluted per
  share..........................   12,881     13,525      13,739     13,722     14,077     14,072      14,422     13,768
                                   =======    =======     =======    =======    =======    =======     =======    =======
</Table>

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

* Includes ShowCase quarterly financial information for three month period
  following reporting date due to varying year ends. As a result, information
  from the quarter ended March 31, 2000 is included in the December 31, 1999 and
  March 31, 2000 figures.

                                        32
<PAGE>
                           SPSS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                          MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MAR. 31,   JUNE 30,   SEPT. 30,   DEC. 31,
                                            1999       1999       1999        1999       2000       2000       2000        2000
                                          --------   --------   ---------   --------   --------   --------   ---------   --------
<S>                                       <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
Net revenues:
  Analytical solutions..................      9%         9%         10%        12%        14%        16%         15%        21%
  Market research.......................     16%        17%         17%        21%        15%        18%         19%        10%
  Statistics............................     51%        54%         51%        46%        48%        44%         42%        36%
  ShowCase..............................     24%        20%         22%        21%        23%        22%         24%        33%
                                            ---        ---         ---        ---        ---        ---         ---        ---
    Net revenues........................    100%       100%        100%       100%       100%       100%        100%       100%
Operating expenses:
  Cost of revenues......................      9%         9%         10%         9%         9%         8%          8%        12%
  Sales and marketing...................     55%        56%         54%        53%        58%        58%         56%        80%
  Product development...................     16%        18%         18%        16%        16%        17%         16%        22%
  General and administrative............      8%        10%          9%         6%         8%         8%          7%         8%
  Merger-related(a).....................     --         --          --          3%        --         --          --         --
  Acquired in-process technology(b).....     --         --          --         --         --         --          --         --
                                            ---        ---         ---        ---        ---        ---         ---        ---
    Operating expenses..................     88%        93%         91%        87%        91%        91%         87%       122%
                                            ---        ---         ---        ---        ---        ---         ---        ---
Operating income........................     12%         7%          9%        13%         9%         9%         13%       (22)%
Other income (expense)..................     --         --           1%         1%        --          3%          1%         2%
                                            ---        ---         ---        ---        ---        ---         ---        ---
Income before income taxes..............     12%         7%         10%        14%         9%        12%         14%       (20)%
Income tax expense (benefit)............      3%         4%          4%         5%         4%         6%          6%       (10)%
                                            ---        ---         ---        ---        ---        ---         ---        ---
Net income (loss).......................      9%         3%          6%         9%         5%         6%          8%       (10)%
                                            ===        ===         ===        ===        ===        ===         ===        ===
</Table>

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

(a) Includes costs related to acquisitions accounted for as
    poolings-of-interests, such as investment banking and other professional
    fees, employee severance and costs of closing excess office facilities and
    certain expenses associated with the closing of other acquisitions.

(b) Includes costs related to acquired in-process technology in conjunction with
    business combinations accounted for as purchases.

                                        33
<PAGE>

                                                                     SCHEDULE II

                                   SPSS INC.

                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000

<Table>
<Caption>
                                                          ADDITIONS
                                                   -----------------------
                                     BALANCE AT    CHARGED TO   CHARGED TO                BALANCE AT
                                    BEGINNING OF   COSTS AND      OTHER                     END OF
DESCRIPTION                            PERIOD       EXPENSES     ACCOUNTS    DEDUCTIONS     PERIOD
-----------                         ------------   ----------   ----------   ----------   ----------
<S>                                 <C>            <C>          <C>          <C>          <C>
1998
Allowance for doubtful accounts,
  product returns, and
  cancellations...................   $2,214,000    $  887,000   $2,186,000   $2,376,000   $2,911,000
Inventory obsolescence reserve....       67,000        50,000           --      102,000       15,000
1999
Allowance for doubtful accounts,
  product returns, and
  cancellations...................   $2,911,000    $1,813,000   $1,596,000   $3,080,000   $3,240,000
Inventory obsolescence reserve....       15,000        25,000           --       23,000       17,000
2000
Allowance for doubtful accounts,
  product returns, and
  cancellations...................   $3,240,000    $  837,000   $3,067,000   $3,602,000   $3,542,000
Inventory obsolescence reserve....       17,000       108,000           --       99,000       26,000
</Table>

See accompanying independent auditors' report.

                                        34
<PAGE>

                                     PART IV


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

(a)      (1)      Financial statements commence on page 11:

                  Independent Auditors' Report

                  Consolidated Balance Sheets as of December 31, 1999 and 2000

                  Consolidated Statements of Income for the years ended
                  December 31, 1998, 1999 and 2000

                  Consolidated Statements of Comprehensive Income for the years
                  ended December 31, 1998, 1999 and 2000

                  Consolidated Statements of Stockholders' Equity for the years
                  ended December 31, 1998, 1999 and 2000

                  Consolidated Statements of Cash Flows for the years ended
                  December 31, 1998, 1999 and 2000

                  Notes to Consolidated Financial Statements

         (2)      Financial Statement Schedule -- see page 34:

                  Schedule II       Valuation and qualifying accounts

                  Schedules not filed:
                           All schedules other than that indicated in the index
                           have been omitted as the required information is
                           inapplicable or the information is presented in the
                           financial statements or related notes.

         (3)      Exhibits required by Item 601 of Regulation S-K.
                  (Note:  Management contracts and compensatory plans or
                  arrangements are underlined in the following list.)


                                       35
<PAGE>

<TABLE>
<CAPTION>
                                                                           Incorporation
Exhibit                                                                     by Reference
Number             Description of Document                                (if applicable)
------             -----------------------                                ---------------
<S>       <C>                                                             <C>
  2.1     Agreement and Plan of Merger among SPSS Inc.,                    (1), Ex. 2.1
          SPSS ACSUB, Inc., Clear Software, Inc. and the
          shareholders named therein, dated September 23, 1996.

  2.2     Agreement and Plan of Merger among SPSS Inc.,                    (2), Annex A
          SPSS Acquisition Inc. and Jandel Corporation,
          dated October 30, 1996.

  2.3     Asset Purchase Agreement by and between SPSS Inc.               (16), Ex. 2.3
          and DeltaPoint, Inc., dated as of May 1, 1997.

  2.4     Stock Purchase Agreement among the Registrant,                   (3), Ex. 2.1
          Edward Ross, Richard Kottler, Norman Grunbaum,
          Louis Davidson and certain U.K.-Connected Shareholders
          or warrant holders  of Quantime Limited named therein,
          dated as of September 30, 1997, together with a list briefly
          identifying the contents of omitted schedules.

  2.5     Stock Purchase Agreement among the Registrant,                   (3), Ex. 2.2
          Edward Ross, Richard Kottler, Norman Grunbaum,
          Louis Davidson and certain Non-U.K. Shareholders or
          warrant holders of Quantime Limited named therein, dated
          as of September 30, 1997, together with a list briefly
          identifying the contents of omitted schedules.

  2.6     Stock Purchase Agreement by and among SPSS Inc. and              (4), Ex. 2.1
          certain Shareholders of Quantime Limited listed on the
          signature pages thereto, dated November 21, 1997.

  2.7     Stock Purchase Agreement by and among Jens Nielsen,              (4), Ex. 2.2
          Henrik Rosendahl, Ole Stangegaard, Lars Thinggaard,
          Edward O'Hara, Bjorn Haugland, 2M Invest and the
          Shareholders listed on Exhibit A thereto, dated
          November 21, 1997.

  2.8     Stock Purchase Agreement by and among SPSS Inc. and             (18), Ex. 2.1
          the Shareholders of Integral Solutions Limited listed
          on the signature pages hereof, dated as of
          December 31, 1998.

  2.9     Share Purchase Agreement by and among SPSS Inc.,                (20), Ex.  2.9
          Surveycraft Pty Ltd. and Jens Meinecke and
          Microtab Systems Pty Ltd., dated as of
          November 1, 1998.

</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
                                                                           Incorporation
Exhibit                                                                     by Reference
Number             Description of Document                                (if applicable)
------             -----------------------                                ---------------
<S>       <C>                                                             <C>
  2.10    Stock Acquisition Agreement by and among SPSS Inc.              (21), Ex. 2.1
          Vento Software, Inc. and David Blyer, John Gomez and
          John Pappajohn, dated as of November 29, 1999.

  2.11    Asset Purchase Agreement by and between SPSS Inc.               (24), Ex. 2.11
          and DataStat, S.A., dated as of December 23, 1999.

  2.12    Agreement and Plan of Merger dated as of November 6,            (25), Ex. 2.1
  2.13    2000, among SPSS, SPSS Acquisition Sub Corp., and
  2.14    ShowCase.

  3.1     Certificate of Incorporation of SPSS.                            (5), Ex. 3.2

  3.2     By-Laws of SPSS.                                                 (5), Ex. 3.4

 10.1     Employment Agreement with Jack Noonan.                           (8), Ex. 10.1
          -------------------------------------

 10.2     Agreement with Valletta.                                         (6), Ex. 10.2
          -----------------------

 10.3     Agreement between SPSS and                                       (6), Ex. 10.5
          Prentice Hall.

 10.5     HOOPS Agreement.                                                 (6), Ex. 10.7

 10.6     Stockholders Agreement.                                          (5), Ex. 10.8

 10.7     Agreements with CSDC.                                            (5), Ex. 10.9

 10.8     Amended 1991 Stock Option Plan.                                  (5), Ex. 10.10
          ------------------------------

 10.9     SYSTAT Asset Purchase Agreement.                                 (9), Ex. 10.9

 10.10    1994 Bonus Compensation.                                        (10), Ex. 10.11
          -----------------------

 10.11    Lease for Chicago, Illinois Office.                             (10), Ex. 10.12

 10.12    Amendment to Lease for Chicago, Illinois Office.                (10), Ex. 10.13

 10.13    1995 Equity Incentive Plan.                                     (11), Ex. 10.14
          --------------------------

 10.14    1995 Bonus Compensation.                                        (12), Ex. 10.15
          -----------------------

 10.15    Amended and Restated 1995 Equity Incentive Plan.                (13), Ex. 10.17
          -----------------------------------------------

 10.16    1996 Bonus Compensation.                                        (14), Ex. 10.18
          -----------------------
</TABLE>


                                       37

<PAGE>

<TABLE>
<CAPTION>
                                                                           Incorporation
Exhibit                                                                     by Reference
Number             Description of Document                                (if applicable)
------             -----------------------                                ---------------
<S>       <C>                                                             <C>

 10.17    Software Distribution Agreement between the                     (14), Ex. 10.19
          Company and Banta Global Turnkey.

 10.18    Lease for Chicago, Illinois in Sears Tower.                     (15), Ex. 10.20

 10.19    1997 Bonus Compensation.                                        (17), Ex. 10.21
          -----------------------

 10.20    Norman H. Nie Consulting L.L.C. Agreement with                  (17), Ex. 10.22
          SPSS.

 10.21    Second Amended and Restated 1995 Equity
          ---------------------------------------
          Incentive Plan.                                                 (19), Ex. A
          --------------

 10.22    1998 Bonus Compensation.                                        (27), Ex. 10.22
          -----------------------

 10.23    Third Amended and Restated 1995 Equity                          (22), Ex. 10.1
          --------------------------------------
          Incentive Plan.
          --------------

 10.24    Loan Agreement dated June 1, 1999 between                       (23), Ex. 10.1
          SPSS and American National Bank and Trust
          Company of Chicago.

 10.25    First Amendment to Loan Agreement dated                         (23), Ex. 10.2
          June 1, 1999, between SPSS and American
          National Bank and Trust Company of Chicago.

 10.26    1999 Bonus Compensation.                                        (24), Ex. 10.27
          -----------------------

 10.27    2000 Equity Incentive Plan.                                     (26), Ex. 10.45
          --------------------------

 10.28    SPSS Qualified Employee Stock Purchase Plan                     (26), Ex. 10.46
          -------------------------------------------

 10.29    SPSS Nonqualified Employee Stock Purchase Plan                  (26), Ex. 10.47
          ----------------------------------------------

 10.30    2000 Bonus Compensation                                         (27), Ex. 10.30
          -----------------------

 21.1     Subsidiaries of SPSS.                                           (27), Ex. 21.1

 23.1     Consent of Independent Certified Public Accountants.
</TABLE>


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


(1)      Previously filed with SPSS Inc.'s Report on Form 8-K, dated
         September 26, 1996, filed on October 11, 1996, as amended on
         Form 8-K/A-1, filed November 1, 1996. (File No. 000-22194)

(2)      Previously filed with Amendment No. 1 to Form S-4 Registration
         Statement of SPSS Inc. filed on November 7, 1996. (File No. 333-15427)


                                       38


<PAGE>

(3)      Previously filed with SPSS Inc.'s Report on Form 8-K, dated September
         30, 1997, filed on October 15, 1997. (File No. 000-22194)

(4)      Previously filed with the Form S-3 Registration Statement of SPSS Inc.
         filed on November 26, 1997. (File No. 333-41207)

(5)      Previously filed with Amendment No. 2 to Form S-1 Registration
         Statement of SPSS Inc. filed on August 4, 1993. (File No. 33-64732)

(6)      Previously filed with Amendment No. 1 to Form S-1 Registration
         Statement of SPSS Inc. filed on July 23, 1993. (File No. 33-64732)

(7)      Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the
         Quarterly period ended September 30, 1993. (File No. 000-22194)

(8)      Previously filed with the Form S-1 Registration Statement of SPSS Inc.
         filed on June 22, 1993. (File No. 33-64732)

(9)      Previously filed with the Form S-1 Registration Statement of SPSS Inc.
         filed on December 5, 1994. (File No. 33-86858)

(10)     Previously cited with the Form 10-K Annual Report of SPSS Inc. for the
         year ended December 31, 1994.  (File No. 000-22194)

(11)     Previously filed with SPSS Inc.'s 1995 Proxy Statement. (File No.
         000-22194)

(12)     Previously filed with the Form 10-K Annual Report of SPSS Inc. for the
         year ended December 31, 1995. (File No. 000-22194)

(13)     Previously filed with SPSS Inc.'s 1996 Proxy Statement. (File No.
         000-22194)

(14)     Previously filed with the Form 10-K Annual Report of SPSS Inc. for the
         year ended December 31, 1996. (File No. 000-22194)

(15)     Previously filed with the Form 10-Q Quarterly Report of SPSS Inc. for
         the quarterly period ended March 31, 1997. (File No. 000-22194)

(16)     Previously filed with the Form 10-Q Quarterly Report of SPSS Inc. for
         the quarterly period ended June 30, 1997. (File No. 000-22194)

(17)     Previously filed with Form 10-K Annual Report of SPSS Inc. for the year
         ended December 31, 1997. (File No. 000-22194)

(18)     Previously filed with SPSS Inc.'s Report on Form 8-K, dated
         December 31, 1998, filed on January 15, 1999, as amended on Form 8-K/A
         filed March 12, 1999. (File No. 000-22194)

(19)     Previously filed with SPSS Inc.'s 1998 Proxy Statement. (File No.
         000-22194)


                                       39

<PAGE>
(20)     Previously filed with Form 10-K Annual Report of SPSS Inc. for the
         year ended December 31, 1998.  (File No. 000-22194)

(21)     Previously filed with SPSS Inc. Report on Form 8-K, dated November 29,
         1999, filed December 10, 1999. (File No. 000-22194)

(22)     Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the
         quarterly period ended June 30, 1999. (File No. 000-22194)

(23)     Previously filed with Form 10-Q Quarterly Report of SPSS Inc. for the
         quarterly period ended September 30, 1999. (File No. 000-22194)

(24)     Previously filed with Form 10-K Annual Report of SPSS Inc. for the
         year ended December 21, 1999. (File No. 000-22194).

(25)     Previously filed with SPSS Inc.'s Form 8-K , filed November 15, 2000.
         (File No. 000-22194).

(26)     Previously filed with SPSS Inc.'s Form 5-4, filed December 19, 2000.

(27)     Previously filed with Form 10-K Annual Report of SPSS Inc. for the year
         ended December 31, 2000. (File No. 000-22194).

         (b)      SPSS filed the following reports on Form 8-K during the fourth
                  quarter of fiscal year 2000.

(i)      Report on Form 8-K. Report on Form 8-K dated November 6, 2000, filed
         November 15, 2000. The Report on Form 8-K stated that on November 6,
         2000, SPSS Inc., SPSS Acquisition Sub Corp., each a Delaware
         corporation, and ShowCase Corporation, a Minnesota corporation,
         entered in an Agreement and Plan of Merger pursuant to which ShowCase
         shareholders would receive .333 shares of SPSS common stock for each
         share of ShowCase common stock held by them. The closing of the merger
         occurred on February 26, 2001 with SPSS issuing approximately
         3,725,000 Shares of Common Stock for substantially all the outstanding
         shares of ShowCase. The merger will be accounted for as a pooling of
         interests. ShowCase is a leading provider of enterprise intelligence
         services.






                                       40
<PAGE>





SIGNATURES


     Pursuant to requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of March 12, 2002.


                                    SPSS Inc.



                                    By:  /s/  Edward Hamburg
                                         -------------------------------
                                         Edward Hamburg
                                         Executive Vice President,
                                         Corporate Operations,
                                         Chief Financial Officer and
                                         Secretary


                                       41
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER                     DOCUMENT DESCRIPTION



23.1       Consent of Independent Public Accountants






                                       43