<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

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

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 0-19922

                              THE BISYS GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              13-3532663
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                  90 PARK AVENUE, NEW YORK, NEW YORK       10016
               (Address of principal executive offices)  (Zip Code)

                                  212-907-6000

              (Registrant's telephone number, including area code)


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

YES  X    NO
    ---      ---

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

AS OF JANUARY 31, 2002, THERE WERE 59,431,184 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.



                        This document contains 32 pages.

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


<PAGE>



                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q



<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                            PAGE
<S>                                                                                                     <C>
         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheet as of December 31, 2001
                      and June 30, 2001                                                                     3

                  Condensed Consolidated Statement of Operations for the three and six months
                      ended December 31, 2001 and 2000                                                      4

                  Condensed Consolidated Statement of Cash Flows for the six months
                      ended December 31, 2001 and 2000                                                      5

                  Notes to Condensed Consolidated Financial Statements                                      6


         Item 2.  Management's Discussion and Analysis of Results of Operations and
                  Financial Condition                                                                      11



PART II.  OTHER INFORMATION

         Item 4.   Submission of Matters to a Vote of Security Holders                                     15

         Item 6.  Exhibits and Reports on Form 8-K                                                         15

SIGNATURES                                                                                                 16

EXHIBIT INDEX                                                                                              17

</TABLE>



<PAGE>



                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      December 31,         June 30,
                                                                                          2001               2001
                                                                                      ------------        -----------
<S>                                                                                   <C>                <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                           $   156,269         $   159,399
  Accounts receivable, net                                                                166,744             148,068
  Deferred tax asset                                                                       14,565              13,530
  Other current assets                                                                     32,548              26,794
                                                                                      -----------         -----------
     Total current assets                                                                 370,126             347,791
  Property and equipment, net                                                              77,421              76,831
  Goodwill, net                                                                           428,064             404,223
  Intangible assets, net                                                                  125,585             123,002
  Other assets                                                                             50,719              51,354
                                                                                      -----------         -----------
     Total assets                                                                     $ 1,051,915         $ 1,003,201
                                                                                      ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt                                                $        --         $       145
  Accounts payable                                                                         13,480              13,354
  Other current liabilities                                                               123,545             140,189
                                                                                      -----------         -----------
     Total current liabilities                                                            137,025             153,688
  Long-term debt                                                                          300,000             300,433
  Deferred tax liability                                                                   15,809              12,205
  Other liabilities                                                                        10,294               8,925
                                                                                      -----------         -----------
     Total liabilities                                                                    463,128             475,251
                                                                                      -----------         -----------

Stockholders' equity:
  Common stock, $.02 par value, 320,000,000 and 160,000,000 shares authorized,
  59,236,753 and 58,422,269 shares issued                                             $     1,185         $     1,168
  Additional paid-in capital                                                              345,967             318,958
  Retained earnings                                                                       255,822             219,406
  Less notes receivable from stockholders                                                 (10,776)            (10,776)
  Less treasury stock at cost, 59,000 shares                                               (2,684)                 --
  Accumulated other comprehensive income (loss)                                              (727)               (806)
                                                                                      -----------         -----------
     Total stockholders' equity                                                           588,787             527,950
                                                                                      -----------         -----------
     Total liabilities and stockholders' equity                                       $ 1,051,915         $ 1,003,201
                                                                                      ===========         ===========


</TABLE>



               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       3
<PAGE>



                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                  Three Months Ended                       Six Months Ended
                                                     December 31,                            December 31,
                                          -----------------------------------    -----------------------------------
                                                                   Pro forma*                             Pro forma*
                                            2001         2000         2000         2001         2000          2000
                                          --------     --------     --------     --------     --------     --------
<S>                                       <C>          <C>          <C>          <C>          <C>          <C>
Revenues                                  $209,908     $168,303     $168,303     $406,439     $329,744     $329,744
                                          --------     --------     --------     --------     --------     --------
Operating costs and expenses:
  Service and operating                    120,698       98,340       98,340      234,046      194,298      194,298
  Selling, general and administrative       40,075       31,915       31,915       80,643       65,467       65,467
  Amortization of goodwill                      --        2,770           --           --        5,578           --
  Amortization of intangible assets          3,090        2,169        2,169        5,986        3,941        3,941
  Restructuring charges                         --           --           --        6,475        4,245        4,245
                                          --------     --------     --------     --------     --------     --------
                                           163,863      135,194      132,424      327,150      273,529      267,951
                                          --------     --------     --------     --------     --------     --------

Operating earnings                          46,045       33,109       35,879       79,289       56,215       61,793
Interest expense, net                        2,887        1,868        1,868        5,202        3,630        3,630
                                          --------     --------     --------     --------     --------     --------
Income before income taxes                  43,158       31,241       34,011       74,087       52,585       58,163
Income taxes                                16,723       12,339       13,179       28,709       20,771       22,538
                                          --------     --------     --------     --------     --------     --------
Net income                                $ 26,435     $ 18,902     $ 20,832     $ 45,378     $ 31,814     $ 35,625
                                          ========     ========     ========     ========     ========     ========

Basic earnings per share                  $   0.45     $   0.33     $   0.37     $   0.77     $   0.56     $   0.63
                                          ========     ========     ========     ========     ========     ========

Diluted earnings per share                $   0.43     $   0.32     $   0.35     $   0.74     $   0.54     $   0.60
                                          ========     ========     ========     ========     ========     ========

</TABLE>

* Pro forma amounts exclude goodwill amortization and related tax effects.




               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       4

<PAGE>



                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                            December 31,
                                                                                      ------------------------
                                                                                        2001            2000
                                                                                      ---------      ---------
<S>                                                                                  <C>            <C>
Cash flows from operating activities:
Net income                                                                            $  45,378      $  31,814
Adjustments to reconcile net income to net cash provided by operating activities:
  Restructuring charge                                                                    6,475          4,245
  Depreciation and amortization                                                          19,223         20,375
  Deferred income tax provision                                                           5,384          1,337
  Change in operating assets and liabilities, net of effects from acquisitions          (26,296)       (18,047)
                                                                                      ---------      ---------
Net cash provided by operating activities                                                50,164         39,724
                                                                                      ---------      ---------

Cash flows from investing activities:
  Acquisitions of businesses, net of cash acquired                                      (30,813)       (58,606)
  Proceeds from dispositions, net of expenses paid                                         (521)        (4,112)
  Capital expenditures, net                                                             (13,381)       (14,288)
  Change in other investments                                                            (1,853)        (2,583)
  Purchase of intangible assets                                                          (6,139)           (27)
                                                                                      ---------      ---------
Net cash used in investing activities                                                   (52,707)       (79,616)
                                                                                      ---------      ---------

Cash flows from financing activities:
  Repayment of debt                                                                        (578)            --
  Proceeds from exercise of stock options, net of taxes paid                              2,675         14,371
  Repurchases of common stock                                                            (2,684)            --
  Other                                                                                      --            280
                                                                                      ---------      ---------
Net cash provided by (used in) financing activities                                        (587)        14,651
                                                                                      ---------      ---------

Net decrease in cash and cash equivalents                                                (3,130)       (25,241)

Cash and cash equivalents at beginning of period                                        159,399         70,177
                                                                                      ---------      ---------

Cash and cash equivalents at end of period                                            $ 156,269      $  44,936
                                                                                      =========      =========

</TABLE>



               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.


                                       5
<PAGE>



                     THE BISYS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       THE COMPANY

         The BISYS(R)Group, Inc. and subsidiaries (the "Company") is a leading
         national provider of outsourcing solutions to and through financial
         organizations.

         The condensed consolidated financial statements include the accounts of
         The BISYS Group, Inc. and its subsidiaries and have been prepared
         consistent with the accounting policies reflected in the 2001 Annual
         Report on Form 10-K filed with the Securities and Exchange Commission
         and should be read in conjunction therewith. The condensed consolidated
         financial statements include all adjustments (consisting only of normal
         recurring adjustments) which are, in the opinion of management,
         necessary to present fairly this information.

         Certain reclassifications have been made to the 2001 condensed
         consolidated financial statements to conform to the 2002 presentation.

2.       USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make certain
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. The most significant
         estimates are related to the allowance for doubtful accounts,
         intangible assets, merger expenses and other charges, income taxes and
         contingencies. Actual results could differ from these estimates in the
         near term.

3.       ACCUMULATED OTHER COMPREHENSIVE INCOME

         The components of comprehensive income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended           Six Months Ended
                                                          December 31,                December 31,
                                                       2001          2000          2001          2000
                                                       ----          ----          ----          ----
<S>                                                  <C>           <C>           <C>           <C>
         Net income                                  $ 26,435      $ 18,902      $ 45,378      $ 31,814
         Foreign currency translation adjustment          (41)          119            79          (210)
                                                     --------      --------      --------      --------
           Total comprehensive income                $ 26,394      $ 19,021      $ 45,457      $ 31,604
                                                     ========      ========      ========      ========
</TABLE>


                                       6
<PAGE>

4.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three and six months ended
         December 31, 2001 and 2000 are as follows (in thousands, except per
         share amounts):

<TABLE>
<CAPTION>
                                           Three Months Ended                  Six Months Ended
                                               December 31,                      December 31,
                                   ---------------------------------   ---------------------------------
                                                          Pro forma*                          Pro forma*
                                     2001        2000       2000         2001       2000         2000
                                   -------     -------     -------     -------     -------     -------
<S>                                <C>         <C>         <C>         <C>        <C>         <C>
Basic EPS
Net income                         $26,435     $18,902     $20,832     $45,378     $31,814     $35,625
                                   =======     =======     =======     =======     =======     =======

Weighted average common shares
outstanding                         59,050      56,799      56,799      58,873      56,599      56,599
                                   =======     =======     =======     =======     =======     =======

Basic earnings per share           $  0.45     $  0.33     $  0.37     $  0.77     $  0.56     $  0.63
                                   =======     =======     =======     =======     =======     =======

Diluted EPS
Net income                         $26,435     $18,902     $20,832     $45,378     $31,814     $35,625
                                   =======     =======     =======     =======     =======     =======

Weighted average common shares
outstanding                         59,050      56,799      56,799      58,873      56,599      56,599

Assumed conversion of common
shares issuable under stock
option plans                         2,421       2,942       2,942       2,596       2,678       2,678
                                   -------     -------     -------     -------     -------     -------

Weighted average common and
common equivalent shares
outstanding                         61,471      59,741      59,741      61,469      59,277      59,277
                                   =======     =======     =======     =======     =======     =======

Diluted earnings per share         $  0.43     $  0.32     $  0.35     $  0.74     $  0.54     $  0.60
                                   =======     =======     =======     =======     =======     =======
</TABLE>

* Pro forma amounts exclude goodwill amortization and related tax effects.


         The effect of the assumed conversion of the convertible subordinated
         Notes into common stock would be antidilutive and therefore is excluded
         from the computation of diluted earnings per share.

         Certain stock options were not included in the computation of diluted
         EPS because the options' exercise price was greater than the average
         market price of common shares during the period, as follows (in
         thousands, except per share amounts):

<TABLE>
<CAPTION>
                                             Three Months Ended                      Six Months Ended
                                                December 31,                           December 31,
                                       -------------------------------       -----------------------------------
                                             2001               2000               2001                2000
                                             ----               ----               ----                ----
<S>                                    <C>                    <C>           <C>                 <C>
         Number of options excluded         1,367               None                981                 99

         Option price per share        $55.10 to $61.69          NA          $55.35 to $61.69    $42.50 to $43.00

         Average market price of
         common shares for the period       $54.90             $44.83             $55.25              $39.35

</TABLE>


                                       7
<PAGE>



5.       RESTRUCTURING CHARGES

         During the fiscal first quarter, the Company recorded a pre-tax
         restructuring charge of $6.5 million in connection with the
         integration, consolidation and relocation of certain business
         operations. The restructuring and integration activities are primarily
         due to the acquisitions consummated by the Company in the fourth
         quarter of fiscal 2001. The restructuring charge includes a provision
         of $4.2 million for severance-related costs for approximately 200
         employees and $2.3 million for facility closure and related costs.
         Additionally, goodwill initially recorded in connection with the
         acquisitions of Boston Institutional Group, Inc. (BIG) and Universal
         Pensions, Inc. (UPI) was increased by $3.2 million, after related tax
         effects, to reflect additional severance-related costs and facility
         closure costs identified in those business units.

         At December 31, 2001 the remaining accrual amounts to $3.2 million, and
         it is anticipated that all restructuring activities will be completed
         and amounts expended by the end of the current fiscal year.

6.       ADOPTION OF NEW ACCOUNTING STANDARDS

         In June 2001, the Financial Accounting Standards Board issued FAS 141,
         "Business Combinations" and FAS 142, "Goodwill and Other Intangible
         Assets." FAS 141 addresses the financial accounting and reporting for
         business combinations. This new standard requires that all business
         combinations be accounted for by the purchase method and intangible
         assets be recognized as assets apart from goodwill. The provisions of
         FAS 141 are effective for all business combinations initiated after
         June 30, 2001 and for all business combinations accounted for using the
         purchase method for which the date of acquisition is July 1, 2001 or
         later.

         FAS 142 addresses financial accounting for goodwill and other
         intangible assets subsequent to their acquisition. FAS 142 requires
         that a recognized intangible asset be amortized over its useful life
         unless that life is determined to be indefinite. FAS 142 also requires
         that goodwill not be amortized but tested for impairment on an annual
         basis and between annual tests in certain circumstances. The provisions
         of FAS 142 are effective for fiscal years beginning after December 15,
         2001. Earlier application is permitted for entities with fiscal years
         beginning after March 15, 2001.

         The Company adopted both FAS 141 and 142 as of July 1, 2001, the
         beginning of its new fiscal year. The Company completed testing of
         goodwill impairment for each of its operating divisions as required by
         FAS 142 and determined there were no goodwill impairment losses that
         should be recognized. The Company also determined that no
         reclassifications between goodwill and intangible assets were required
         based upon the guidance in FAS 142. Information pertaining to
         intangible assets and goodwill and the effects of adopting FAS 142 are
         presented below.

         INTANGIBLE ASSETS
         At December 31, 2001, acquired intangible assets were comprised of the
following:

<TABLE>
<CAPTION>
                                   Gross Carrying     Accumulated      Net Book
                                       Amount        Amortization        Value
                                   --------------    -------------     --------
<S>                                  <C>             <C>              <C>
         Customer related             $ 93,039        $(15,424)        $ 77,615
         Noncompete Agreements          35,220          (5,974)          29,246
         Other                          22,070          (3,346)          18,724
                                      --------        --------         --------
              Total                   $150,329        $(24,744)        $125,585
                                      ========        ========         ========
</TABLE>



                                       8
<PAGE>



         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $3.1 million and $6.0 million for the three and six months ended
         December 31, 2001.

         Estimated amortization expense for the current fiscal year and the
         succeeding four years is as follows:

               Fiscal Year Ended
                   June 30,                      Amount
               ------------------                ------

                     2002                        12,409
                     2003                        12,623
                     2004                        12,623
                     2005                        11,804
                     2006                        10,733

         GOODWILL

         The changes in the carrying amount of goodwill by business segment for
         the six months ended December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                               Investment        Insurance &      Information
                                                Services      Education Services    Services         Total
                                               ----------     ------------------  -----------      ---------
<S>                                           <C>               <C>              <C>              <C>
         Balance, July 1, 2001                 $ 150,322         $ 218,511        $  35,390        $ 404,223

         Additions                                 3,241            20,802               --           24,043

         Reductions attributable to tax
         benefits from stock option
         exercises                                  (202)               --               --             (202)
                                               ---------         ---------        ---------        ---------

         Balance, December 31, 2001            $ 153,361         $ 239,313        $  35,390        $ 428,064
                                               =========         =========        =========        =========
</TABLE>

         The following information reflects pro forma adjustments to exclude
         goodwill amortization expense and related tax effects:

<TABLE>
<CAPTION>
                                                                For the Three Months     For the Six Months
                                                                 Ended December 31,      Ended December 31,
                                                                 2001         2000         2001         2000
                                                               --------     --------     --------     --------
<S>                                                            <C>           <C>            <C>            <C>
        Net income:
             Reported net income                               $ 26,435     $ 18,902     $ 45,378     $ 31,814
             Add back: Goodwill amortization, net of taxes           --        1,930           --        3,811
                                                               --------     --------     --------     --------
             Adjusted net income                               $ 26,435     $ 20,832     $ 45,378     $ 35,625
                                                               ========     ========     ========     ========

        Basic earnings per share:
             Reported net income                               $   0.45     $   0.33     $   0.77     $   0.56
             Add back: Goodwill amortization, net of taxes           --         0.04           --         0.07
                                                               --------     --------     --------     --------
             Adjusted net income                               $   0.45     $   0.37     $   0.77     $   0.63
                                                               ========     ========     ========     ========

        Diluted earnings per share:
             Reported net income                               $   0.43     $   0.32     $   0.74     $   0.54
             Add back: Goodwill amortization, net of taxes           --         0.03           --         0.06
                                                               --------     --------     --------     --------
             Adjusted net income                               $   0.43     $   0.35     $   0.74     $   0.60
                                                               ========     ========     ========     ========
</TABLE>

                                       9
<PAGE>

7.       BUSINESS COMBINATION

         On October 31, 2001, the Company completed the acquisition of Life
         Brokerage Corporation (LBC) in a cash for equity transaction that was
         accounted for by the purchase method of accounting. LBC is a
         Florida-based insurance brokerage firm specializing in the estate
         liquidity insurance marketplace. Pro forma information has not been
         presented due to a lack of materiality.

8.       SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and six
         months ended December 31, 2001 and 2000. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.
         Additionally, pro forma information has been presented for the three
         and six months ended December 31, 2000 to exclude goodwill amortization
         for comparison purposes.

<TABLE>
<CAPTION>
                                                                             (in thousands)
                                                       Three Months Ended                       Six Months Ended
                                                          December 31,                             December 31,
                                               -----------------------------------      ---------------------------------
                                                                         Pro forma                              Pro forma
                                                 2001         2000          2000         2001        2000         2000
                                               ---------    ---------    ---------     ---------   ---------    ---------
<S>                                            <C>          <C>         <C>           <C>         <C>           <C>
       Operating revenue:
          Investment Services                  $ 108,167    $  85,844    $  85,844     $ 213,083   $ 170,616    $ 170,616
          Insurance and Education Services        53,654       39,919       39,919        99,000      75,189       75,189
          Information Services                    48,087       42,540       42,540        94,356      83,939       83,939
                                               ---------    ---------    ---------     ---------   ---------    ---------
            Total operating revenue            $ 209,908    $ 168,303    $ 168,303     $ 406,439   $ 329,744    $ 329,744
                                               =========    =========    =========     =========   =========    =========

       Operating income:
          Investment Services                  $  16,772    $  12,409    $  12,964     $  32,925   $  24,832    $  25,949
          Insurance and Education Services        22,165       14,445       16,025        39,515      24,570       27,762
          Information Services                    12,486       10,244       10,879        23,825      19,386       20,655
          Corporate                               (5,378)      (3,989)      (3,989)      (10,501)     (8,328)      (8,328)
                                               ---------    ---------    ---------     ---------   ---------    ---------
            Total operating income             $  46,045    $  33,109    $  35,879     $  85,764   $  60,460    $  66,038
                                               =========    =========    =========     =========   =========    =========
</TABLE>

9.       SUBSEQUENT EVENT - STOCK SPLIT

         On January 24, 2002, the Board of Directors of the Company approved a
         two-for-one stock split to be effected in the form of a dividend,
         payable February 22, 2002 to shareholders of record as of February 8,
         2002.

         Pro forma earnings per share on a post split basis would be as follows:


<TABLE>
<CAPTION>
                                                       Three Months Ended                       Six Months Ended
                                                          December 31,                             December 31,
                                               -----------------------------------      ---------------------------------
                                                                        Pro forma*                              Pro forma*
                                                 2001         2000          2000         2001        2000         2000
                                               ---------    ---------    ---------     ---------   ---------    ---------
<S>                                            <C>          <C>         <C>           <C>         <C>           <C>

         Basic earnings per share               $ 0.22       $ 0.17       $ 0.18         $ 0.39      $ 0.28       $ 0.31
                                                ======       ======       ======         ======      ======       ======

         Diluted earnings per share             $ 0.22       $ 0.16       $ 0.17         $ 0.37      $ 0.27       $ 0.30
                                                ======       ======       ======         ======      ======       ======
</TABLE>

         * Pro forma 2000 amounts exclude goodwill amortization and related
           tax effects.



                                       10
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION

The Company provides outsourcing solutions to and through financial
organizations. The following table presents the percentage of revenues
represented by each item in the Company's condensed consolidated statement of
operations for the periods indicated:

<TABLE>
<CAPTION>
                                                              Three Months Ended                     Six Months Ended
                                                                 December 31,                          December 31,
                                                       ---------------------------------     ---------------------------------
                                                            2001              2000               2001               2000
                                                            ----              ----               ----               ----

<S>                                                        <C>                <C>                <C>               <C>
Revenues                                                   100.0%             100.0%             100.0%            100.0%
                                                           -----              -----              -----             -----
Operating costs and expenses:
  Service and operating                                     57.5               58.4               57.6              58.9
  Selling, general and administrative                       19.1               19.0               19.8              19.9
  Amortization of goodwill                                    --                1.6                 --               1.7
  Amortization of intangible assets                          1.5                1.3                1.5               1.2
  Restructuring charges                                      - -                 --                1.6               1.3
                                                           -----              -----              -----             -----
                                                            78.1               80.3               80.5              83.0
                                                           -----              -----              -----             -----
Operating earnings                                          21.9               19.7               19.5              17.0
Interest expense, net                                        1.4                1.1                1.3               1.1
                                                           -----              -----              -----             -----
Income before income taxes                                  20.5               18.6               18.2              15.9
Income taxes                                                 7.9                7.4                7.0               6.3
                                                           -----              -----              -----             -----
Net income                                                  12.6%              11.2%              11.2%              9.6%
                                                           =====              =====              =====             =====
</TABLE>


COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2001 WITH THE THREE MONTHS
ENDED DECEMBER 31, 2000.

         Revenues increased 24.7% from $168.3 million for the three months ended
         December 31, 2000 to $209.9 million for the three months ended December
         31, 2001. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business. Internal
         revenue growth approximated 13% for the three months ended December 31,
         2001.

         Service and operating expenses increased 22.7% from $98.3 million for
         the three months ended December 31, 2000 to $120.7 million for the
         three months ended December 31, 2001 and decreased as a percentage of
         revenues from 58.4% to 57.5%. The dollar increase resulted from
         additional costs associated with greater revenues. The percentage
         decrease resulted from implementation of an expense reduction plan that
         slowed discretionary spending.

         Selling, general and administrative expenses increased 25.6% from $31.9
         million during the three months ended December 31, 2000 to $40.1
         million for the three months ended December 31, 2001 and increased as a
         percentage of revenues from 19.0% to 19.1%. The dollar increase
         resulted from additional costs associated with greater revenues.

         The Company adopted FAS 142, "Goodwill and Other Intangible Assets,"
         effective July 1, 2001, which requires that goodwill not be amortized.
         See note 6 to the financial statements.

         Amortization of intangible assets increased $0.9 million for the three
         months ended December 31, 2001 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $16.7 million for the three months ended
         December 31, 2001 increased from $12.3 million for the three months
         ended December 31, 2000 due to higher taxable income. The provision
         represents an effective tax rate of 38.75% and 39.5% for periods ended
         December 31, 2001 and 2000, respectively. The reduced effective tax
         rate is primarily attributable to the tax effects associated with the
         discontinuance of goodwill amortization.


                                       11
<PAGE>

         Operating results, before amortization of intangibles and restructuring
         charges, resulted in margins of 23.4% and 22.6% for the three months
         ended December 31, 2001 and 2000, respectively. The margin expansion
         was due to moderate internal growth, efficient integration of acquired
         businesses, faster growth from the higher-margin Insurance and
         Education Services Group, and reduced discretionary spending.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2001 WITH THE SIX MONTHS ENDED
DECEMBER 31, 2000.

         Revenues increased 23.3% from $329.7 million for the six months ended
         December 31, 2000 to $406.4 million for the six months ended December
         31, 2001. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business.

         Service and operating expenses increased 20.5% from $194.3 million for
         the six months ended December 31, 2000 to $234.0 million for the six
         months ended December 31, 2001 and decreased as a percentage of
         revenues from 58.9% to 57.6%. The dollar increase resulted from
         additional costs associated with greater revenues. The percentage
         decrease resulted from implementation of an expense reduction plan that
         slowed discretionary spending.

         Selling, general and administrative expenses increased 23.2% from $65.5
         million during the six months ended December 31, 2000 to $80.6 million
         for the six months ended December 31, 2001 and decreased as a
         percentage of revenues from 19.9% to 19.8%. The decrease as a
         percentage of revenues resulted from further utilization of existing
         general and administrative support resources.

         The Company adopted FAS 142, "Goodwill and Other Intangible Assets,"
         effective July 1, 2001, which requires that goodwill not be amortized.
         See note 6 to the financial statements.

         Amortization of intangible assets increased $2.0 million for the six
         months ended December 31, 2001 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $28.7 million for the six months ended
         December 31, 2001 increased from $20.8 million for the six months ended
         December 31, 2000 due to higher taxable income. The provision
         represents an effective tax rate of 38.75% and 39.5% for periods ended
         December 31, 2001 and 2000, respectively. The reduced effective tax
         rate is primarily attributable to the tax effects associated with the
         discontinuance of goodwill amortization.

         Operating results, before amortization of intangibles and restructuring
         charges, resulted in margins of 22.6% and 21.2% for the six months
         ended December 31, 2001 and 2000, respectively. The margin expansion
         was due to moderate internal growth, efficient integration of acquired
         businesses, faster growth from the higher-margin Insurance and
         Education Services Group, and reduced discretionary spending.

         The Company recorded a pre-tax restructuring charge of $6.5 million and
         $4.2 million during the six months ended December 31, 2001 and 2000,
         respectively. The restructuring charges relate to the integration,
         consolidation, and relocation of certain business operations, primarily
         as a result of acquisition activity. The restructuring charge in the
         fiscal first quarter of 2002 includes a provision of $4.2 million for
         severance-related costs for approximately 200 employees and $2.3
         million for facility closure and related costs. At December 31, 2001,
         the remaining accrual amounts to $3.2 million, and it is anticipated
         that all restructuring activities will be completed and amounts
         expended by the end of the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2001, the Company had cash and cash equivalents of
         $156.3 million and working capital of $233.1 million. At December 31,
         2001, the Company had no outstanding borrowings against its revolving
         credit facility and had $1.5 million outstanding in letters of credit.

         In March 2001, the Company issued $300 million of convertible
         subordinated Notes due March 2006. The Notes bear interest at 4% and
         require semiannual interest payments in the months of March and
         September. The Notes


                                       12
<PAGE>

         are convertible at any time at the option of the holder into shares of
         the Company's common stock at a conversion price of $66.79 per share,
         subject to adjustment under certain conditions. At the Company's
         option, subject to the terms of its existing revolving credit facility
         agreement, the Notes are redeemable on or after March 2004 at a premium
         price of 101% declining to par in March 2005 and thereafter.

         Accounts receivable represented 73 days sales outstanding at December
         31, 2001, based on revenues for the quarter ended December 31, 2001.
         Other current assets included in the accompanying balance sheet consist
         primarily of prepaid expenses and inventory.

         For the six months ended December 31, 2001, operating activities
         provided cash of $50.2 million. Investing activities used cash of $52.7
         million, primarily for acquisition-related payments of $30.8 million,
         capital expenditures of $13.4 million, and purchases of intangibles of
         $6.1 million. Financing activities used cash of $0.6 million comprised
         of net proceeds from the exercise of stock options of $2.7 million,
         offset by the repurchase of common stock of $2.7 million and the
         repayment of $0.6 million of debt.

         In January 1999, the Company's Board of Directors authorized a stock
         buy-back program of up to $100 million of its outstanding common stock.
         Purchases have occurred and are expected to continue to occur from
         time-to-time in the open market to offset the possible dilutive effect
         of shares issued under employee benefit plans, for possible use in
         future acquisitions and for general and other corporate purposes.

         Since January 1999, the Company has purchased 805,500 shares of its
         common stock under the stock buy-back program for approximately $41.8
         million, leaving $58.2 million available for future purchases.

SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and six
         months ended December 31, 2001 and 2000. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.
         Additionally, pro forma information has been presented for the three
         and six months ended December 31, 2000 to exclude goodwill amortization
         for comparison purposes. The ensuing discussion of operating income and
         margins compares fiscal 2002 actual results with fiscal 2001 pro forma
         results excluding goodwill amortization.

<TABLE>
<CAPTION>
                                                                          (in thousands)
                                                   Three Months Ended                         Six Months Ended
                                                      December 31,                              December 31,
                                        ---------------------------------------      ---------------------------------------
                                                                      Pro forma                                   Pro forma
                                          2001            2000          2000           2001           2000           2000
                                        ---------      ---------      ---------      ---------      ---------      ---------
<S>                                     <C>            <C>            <C>            <C>          <C>             <C>
Operating revenue:
   Investment Services                  $ 108,167      $  85,844      $  85,844      $ 213,083      $ 170,616      $ 170,616
   Insurance and Education Services        53,654         39,919         39,919         99,000         75,189         75,189
   Information Services                    48,087         42,540         42,540         94,356         83,939         83,939
                                        ---------      ---------      ---------      ---------      ---------      ---------
     Total operating revenue            $ 209,908      $ 168,303      $ 168,303      $ 406,439      $ 329,744      $ 329,744
                                        =========      =========      =========      =========      =========      =========

Operating income:
   Investment Services                  $  16,772      $  12,409      $  12,964      $  32,925      $  24,832      $  25,949
   Insurance and Education Services        22,165         14,445         16,025         39,515         24,570         27,762
   Information Services                    12,486         10,244         10,879         23,825         19,386         20,655
   Corporate                               (5,378)        (3,989)        (3,989)       (10,501)        (8,328)        (8,328)
                                        ---------      ---------      ---------      ---------      ---------      ---------
     Total operating income             $  46,045      $  33,109      $  35,879      $  85,764      $  60,460      $  66,038
                                        =========      =========      =========      =========      =========      =========
</TABLE>

         Revenue in the Investment Services business segment increased $22.3
         million, or 26.0%, during the three months ended December 31, 2001,
         compared to the same period last year. The revenue increase was due to
         recent acquisitions and internal growth. Operating income in the
         Investment Services business segment increased $3.8 million, or 29.4%,
         during the fiscal second quarter, resulting in operating margins of
         15.5% and 15.1% for the


                                       13
<PAGE>

         three months ended December 31, 2001 and 2000, respectively. The margin
         improved due to lower investment in the international businesses and
         implementation of an expense reduction plan.

         Revenue in the Insurance and Education Services business segment
         increased $13.7 million, or 34.4%, during the three months ended
         December 31, 2001, compared to the same period last year. The revenue
         increase was due to recent acquisitions and internal growth. Operating
         income in the Insurance and Education Services business segment
         increased $6.1 million, or 38.3%, during the fiscal second quarter,
         resulting in operating margins of 41.3% and 40.1% for the three months
         ended December 31, 2001 and 2000, respectively. Margins increased in
         the fiscal second quarter due to continued growth in renewal revenue
         and leverage gained from higher volumes.

         Revenue in the Information Services business segment increased $5.5
         million, or 13.0%, during the three months ended December 31, 2001,
         compared to the same period last year. Operating income in the
         Information Services business segment increased $1.6 million, or 14.8%,
         during the fiscal second quarter, resulting in operating margins of
         26.0% and 25.6% for the three months ended December 31, 2001 and 2000,
         respectively. The margin increase in the fiscal second quarter was
         primarily due to continued revenue growth and operational efficiencies.

         Corporate operations represent charges for the Company's human
         resources, legal, accounting and finance functions, and various other
         unallocated overhead charges. Increased expenses of $1.4 million in the
         three months ended December 31, 2001 were in line with the Company's
         overall growth.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Except for the historical information contained herein, the matters
         discussed in this quarterly report are forward-looking statements which
         involve risks and uncertainties, including but not limited to economic,
         competitive, governmental and technological factors affecting the
         Company's operations, markets, services and related products, prices,
         and other factors discussed in the Company's prior filings with the
         Securities and Exchange Commission. Although the Company believes that
         the assumptions underlying the forward-looking statements contained
         herein are reasonable, any of the assumptions could be inaccurate.
         Therefore, there can be no assurance that the forward-looking
         statements included in this quarterly report will prove to be accurate.
         In light of the significant uncertainties inherent in the
         forward-looking statements included herein, the inclusion of such
         information should not be regarded as a representation by the Company
         or any other person that the objectives and plans of the Company will
         be achieved.



                                       14
<PAGE>


                                     PART II

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

         At the Annual Meeting of Stockholders of the Company, held on November
         15, 2001, the Stockholders approved the following matters:

         1.       Re-election of the eight Directors named below to hold office
                  until the next Annual Meeting of Stockholders and until their
                  successors have been duly elected and qualified:

                                                             Number of
                  Name of Director                         Votes in Favor
                  ----------------                         --------------
                  Denis A. Bovin                             49,059,868
                  Robert J. Casale                           49,059,381
                  Thomas A. Cooper                           49,059,881
                  Jay W. DeDapper                            49,057,791
                  John J. Lyons                              49,059,334
                  Lynn J. Mangum                             40,987,192
                  Thomas E. McInerney                        49,057,574
                  Joseph J. Melone                           49,060,110

<TABLE>
<S>                                                             <C>            <C>          <C>
                                                                     For         Against       Abstain
                                                                     ---         -------       -------
         2.  Increase in Authorized Shares
             of Common Stock                                      48,357,214      945,024       15,367

                                                                      For         Against       Abstain
                                                                     ---         -------       -------
         3.  2002 Employee Stock
             Purchase Plan                                        44,991,170     4,309,550      16,885

                                                                      For         Against       Abstain
                                                                     ---         -------       -------
         4.  Appointment of PricewaterhouseCoopers LLP
             as independent accountants for fiscal year 2002      48,569,560      738,703        9,342

</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)     EXHIBITS

                 Exhibit 3.1 -  Amended and Restated Certificate of
                                Incorporation of The BISYS Group, Inc., as
                                amended by Certificates of Amendment to Amended
                                and Restated Certificate of Incorporation of The
                                BISYS Group, Inc.

                 Exhibit 10.1 - Lease Amendment for Houston, Texas Facility
                                Dated September 12, 2001

         (B)     REPORTS ON FORM 8-K

                  None.



                                       15
<PAGE>


                                   SIGNATURES


Pursuant to the requirements 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.


                                                  THE BISYS GROUP, INC.



Date:  February 12, 2002                          By:   /s/ Andrew C. Corbin
                                                      -------------------------
                                                      Andrew C. Corbin
                                                      Senior Vice President and
                                                      Chief Financial Officer
                                                      (Duly Authorized Officer)




                                       16
<PAGE>

                                                         THE BISYS GROUP, INC.
                                  EXHIBIT INDEX



EXHIBIT NO.                                                                 PAGE
-----------                                                                 ----
  (3.1)    Amended and Restated Certificate of Incorporation of The BISYS
           Group, Inc., as amended by Certificates of Amendment to
           Amended and Restated Certificate of Incorporation of The BISYS
           Group, Inc........................................................18

  (10.1)   Lease Amendment for Houston, Texas Facility Dated September
           12, 2001..........................................................24



                                       17