Fair Isaac Corporation Annual Report 2021

FY2021 Annual Report · Fair Isaac Corporation

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FAIR ISAAC CORPORATION

2021 ANNUAL REPORT

FY2021 CEO Letter

Dear Shareholders:

In fiscal 2021, we continued to innovate in our scores business and continued our software
transformation into a platform-first cloud business. We posted record revenues, earnings and cash flow.
We achieved $1.32 billion of revenue, up 2% from fiscal 2020. Our free cash flow hit $416 million, up
21% from the previous year. We continued our commitment to shareholder return, buying back
$882 million of stock during the year. We delivered $392 million of GAAP net income in FY21.

We accomplished all of this despite headwinds in fiscal 2021 due to the ongoing global pandemic, a
shift in the timing of revenue recognition for term license subscription sales and the divestiture of the
Collections and Recovery product line from our software business.

In Q4 2021, we unveiled new key performance metrics that provide more visibility into the health of
our software business. These metrics provide the annual recurring revenue generated from our
subscription-based SaaS and on-premises software, annual contract value bookings, and the retention
and growth of revenue from our existing software customers. We also reevaluated our reporting
segments for greater clarity, merging our legacy Applications and Decision Management Software
segments into a single Software segment, while retaining our Scores segment.

I would like to take this opportunity to thank our worldwide team for their dedication, their resilience,
and their commitment to our customers during a challenging two years. They made it possible to close
out another solid year where we made steady progress on our strategic initiatives.

Scores

In our Scores business, we had another record-breaking year. Revenue was $654 million, up 24% over
fiscal 2020. We saw particular strength in card and personal loans, including from new and established
fintechs. The FICO® Score continues to be used in most U.S. credit decisions by nearly all major
banks, mortgage lenders, credit card issuers and auto loan originators.

Our most recent and most predictive scores, FICO® Score 10 and 10T, were introduced in January
2020. In addition to the FICO Score, we offer several other broad-based scores, including specific
FICO® Industry Scores. In July 2021, we introduced Bankcard and Auto Industry versions of FICO
Score 10.

We continue to see growth at myFICO.com, as more and more consumers choose the trusted FICO
brand to help them analyze their personal financial health.

Software

Software ACV (Annual Contract Value) bookings were $62.8 million for the full year, up 8% versus
fiscal 2020. Our Q4 2021 Software ARR (Annual Recurring Revenue) was $524 million, up 7% year
over year. Our Platform results were particularly strong, with ARR up 58% and the dollar-based net
retention rate of 143%.

The increase in these key performance metrics in our Software segment is a testament to our strategy:
giving our customers a platform that provides faster time-to-market and the ability to connect decisions
across the customer lifecycle. With this platform, our customers can make small incremental
investments that can result in large incremental value, and they can automate and improve more
decisions across functions, portfolios and regions.

Accelerating Our Strategy

Our transition to a platform-first cloud business has required heavy investment. We remain focused on
our mission of delivering a robust, cloud-based decisioning platform designed to scale dramatically our
software business. The platform combines the power of our analytics — based on AI, machine
learning, and other innovations — with the ability to operationalize those insights through FICO®
Platform, generating tremendous value for our customers.

FICO Platform brings together data from multiple sources, applies advanced analytics to derive
insights, and translates those insights into actions and workflows that can be executed in real time.
Based on a modular cloud architecture, FICO Platform can be configured by our customers to solve a
vast array of business challenges. FICO Platform can deliver increasing value to our customers over
time as they add additional analytic capabilities, configure their own solutions, or use pre-configured
solutions to address a diverse set of use cases.

In fiscal 2021, we divested the Collections and Recovery product line and we sold certain other assets
to an affiliated joint venture in China. This allowed us to reallocate resources to accelerate platform
development and our go-to-market efforts. By allocating these resources strategically and efficiently,
we expect to spur growth and achieve scale while effectively managing our operating expenses.

FICO continues to focus on our Scores business, on developing our FICO Platform, and on our
customers. Our rigorous review of the business over the last two years is paying off as we streamline
our operations for greater success.

In FY22, we plan to grow our leadership in scoring, and we will continue to build toward our software
goal of becoming the preeminent decisioning platform for B2C companies seeking to optimize their
interactions with their consumer customers. The changes we made last year and the changes to come
this year advance that strategy, make FICO a stronger global company, and are aimed at delivering
long-term value to you.

Will Lansing
CEO

This letter refers to the non-GAAP financial measure “free cash flow.” For a reconciliation of this non-GAAP financial measure to its
most comparable GAAP measure, please refer to our earnings release for the fourth quarter of fiscal 2021, as filed with the SEC as
Exhibit 99.1 to our Current Report on Form 8-K, dated November 10, 2021, and available at www.sec.gov.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2021

‘ 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 1-11689

Fair Isaac Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
5 West Mendenhall, Suite 105
Bozeman, Montana
(Address of principal executive offices)

94-1499887
(I.R.S. Employer
Identification No.)

59715
(Zip Code)

Registrant’s telephone number, including area code:
406-982-7276
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)

Name of each exchange on which registered

Title of each Class

Common Stock, $0.01 par value per share

FICO
Securities registered pursuant to Section 12(g) of the Act:
None

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes È No ‘

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ‘ No È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes È No ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer È
‘
Non-Accelerated Filer

‘
Accelerated Filer
Smaller Reporting Company ‘
Emerging Growth Company ‘

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. ‘

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. È

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ‘ Yes È No
As of March 31, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was
$11,138,645,215 based on the last transaction price as reported on the New York Stock Exchange on such date. This calculation does not
reflect a determination that certain persons are affiliates of the registrant for any other purposes.

The number of shares of common stock outstanding on October 29, 2021 was 27,358,353 (excluding 61,498,430 shares held by the

Company as treasury stock).

Portions of the Registrant’s definitive proxy statement relating to its 2022 Annual Meeting of Stockholders (“2022 Proxy Statement”)

are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed
with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

DOCUMENTS INCORPORATED BY REFERENCE

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS

PART I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

3
17
33
33
33
33

34
35
36
56
58
100
100
100

101
103

103
103
103

Item 15.
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104
109

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not statements of historical fact should be considered forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). In
addition, certain statements in our future filings with the Securities and Exchange Commission (“SEC”), in press
releases, and in oral and written statements made by us or with our approval that are not statements of historical
fact constitute forward-looking statements within the meaning of the PSLRA. Examples of forward-looking
statements include, but are not limited to: (i) projections of revenue, income or loss, expenses, earnings or loss
per share, the payment or nonpayment of dividends, share repurchases, capital structure and other statements
concerning future financial performance; (ii) statements of our plans and objectives by our management or
Board of Directors, including those relating to products or services, research and development, and the
sufficiency of capital resources; (iii) statements of assumptions underlying such statements, including those
related to economic conditions; (iv) statements regarding results of business combinations or strategic
divestitures; (v) statements regarding business relationships with vendors, customers or collaborators, including
the proportion of revenues generated from international as opposed to domestic customers; and (vi) statements
regarding products, their characteristics, performance, sales potential or effect in the hands of customers. Words
such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “should,” “potential,” “goals,”
“strategy,” “outlook,” “plan,” “estimated,” “will,” variations of these terms and similar expressions are
intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially
from those in such statements. Factors that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to, those described in Part I, Item 1A, “Risk Factors,”
below. The performance of our business and our securities may be adversely affected by these factors and by
other factors common to other businesses and investments, or to the general economy. Forward-looking
statements are qualified by some or all of these risk factors. Therefore, you should consider these risk factors
with caution and form your own critical and independent conclusions about the likely effect of these risk factors
on our future performance. Such forward-looking statements speak only as of the date on which statements are
made, and we undertake no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or
circumstances. Readers should carefully review the disclosures and the risk factors described in this and other
documents we file from time to time with the SEC, including our Quarterly Reports on Forms 10-Q and Current
Reports on Forms 8-K.

Item 1. Business

PART I

GENERAL

Fair Isaac Corporation (NYSE: FICO) (together with its consolidated subsidiaries, the “Company,” which
may also be referred to in this report as “we,” “us,” “our,” and “FICO”) is a leading applied analytics company.
We were founded in 1956 on the premise that data, used intelligently, can improve business decisions. Today,
FICO’s software and the widely used FICO® Score operationalize analytics, enabling thousands of businesses in
nearly 120 countries to uncover new opportunities, make timely decisions that matter, and execute them at scale.
Most leading banks and credit card issuers rely on our solutions, as do insurers, retailers, telecommunications
providers, automotive companies, public agencies, and organizations in other industries. We also serve
consumers through online services that enable people to access and understand their FICO Scores, the standard
measure in the U.S. of consumer credit risk, empowering them to increase financial literacy and manage their
financial health. More information about us can be found on our website, www.fico.com. We make our Annual
Reports on Forms 10-K, Quarterly Reports on Forms 10-Q, and Current Reports on Forms 8-K, as well as
amendments to those reports, available free of charge through our website as soon as reasonably practicable after
we electronically file them with the U.S. Securities and Exchange Commission (“SEC”). References to our
website address in this report do not constitute an incorporation by reference. Information on our website is not
part of this report.

PRODUCTS AND SERVICES

Our business consists of two operating segments: Scores and Software.

Our Scores segment includes our business-to-business (“B2B”) scoring solutions and services which give

our clients access to predictive credit and other scores that can be easily integrated into their transaction streams
and decision-making processes. This segment also includes our business-to-consumer (“B2C”) scoring solutions,
including our myFICO.com subscription offerings.

Our Software segment includes pre-configured analytic and decision management solutions designed for a

specific type of business need or process — such as account origination, customer management, customer
engagement, fraud detection, financial crimes compliance, and marketing — as well as associated professional
services. This segment also includes FICO® Platform, a modular software offering designed to support advanced
analytic and decision use cases, as well as stand-alone analytic and decisioning software that can be configured
by our customers to address a wide variety of business use cases. Our offerings are available to our customers as
software-as-a-service (“SaaS”) or as on-premises software.

Scores

Our B2B scoring solutions include the FICO® Score, which is the standard measure of consumer credit risk

in the U.S. It is used in most U.S. credit decisions, by nearly all major banks, credit card issuers, mortgage
lenders, and auto loan originators. Our B2B scoring solutions are primarily distributed through major consumer
reporting agencies worldwide. Our B2C scores are sold directly to consumers through our myFICO.com website
and other direct-to-consumer channels.

The FICO® Score is a three-digit number ranging from 300-850. Our proprietary analytic algorithms are

applied to credit data collected and maintained by the three U.S. national consumer reporting agencies —
Experian, TransUnion and Equifax — to produce standard scores that are used across the credit lifecycle,
including in origination, account management and consumer marketing. Users of our scores generally pay the

consumer reporting agencies a fee for each individual score generated by our algorithms, and the consumer
reporting agencies pay an associated fee to us. Except for product development using de-personalized data, FICO
does not collect or store the consumer credit data used in the calculation of our scores, and in most cases, we do
not sell our scores directly to lenders or other end-users.

Since the introduction of the FICO® Score in the U.S. in 1989, we have regularly updated the score to take
advantage of newly available data and enhanced analytics. Our most recent and most predictive scores, FICO®
Score 10 and 10T, were introduced in January 2020. To increase its predictive power, FICO Score 10T builds on
FICO Score 10 but also incorporates trended credit data. Trended data considers a longer historical view, giving
lenders even more insight into how individuals are managing their credit. When we introduced FICO® Score 9 in
2015, it also made use of newly available data such as reported rental payment history, while also
de-emphasizing medical debt and disregarding paid collections.

Most of our scores distributed today are FICO® Score 8 and FICO® Score 9. While our newer scores
generally provide greater predictive accuracy than the scores they replace, we ensure that new versions of the
standard FICO® Score are compatible with prior versions of the FICO Score.

In addition to the FICO® Score, we offer several other broad-based scores, including specific FICO®
Industry Scores. For example, in July 2021 we introduced Bankcard and Auto Industry versions of FICO® Score
10. We also develop various custom scores for our financial services clients.

The FICO® Resilience Index is a recently introduced offering designed to complement FICO® Score models

by identifying those consumers who are more resilient to economic stress relative to other consumers within the
same FICO Score bands. The FICO Resilience Index is designed to enable lenders to continue to lend and better
manage risk by providing a more precise assessment of loan default risk during periods of economic stress.

FICO has invested significant resources in the development of scores that can help expand credit access and

lower borrowing costs for consumers that have limited credit history or who have sparse or inactive credit files.
These scores use alternative data sources to enhance conventional credit bureau data and generate scores for
otherwise un-scorable consumers and in many cases improve the credit scores of scorable consumers.

•

FICO® Score XD uses public records and property data, and a consumer’s history with mobile phone,
landline phone and cable payments, to generate scores on the same 300-850 scale as standard FICO®
Scores. FICO Score XD is available to lenders through our distribution partners, LexisNexis Risk
Solutions and Equifax.

• The UltraFICOTM Score uses consumer-permissioned data such as checking, savings, or money market
account data, to generate scores on the same 300-850 scale as standard FICO® Scores. Incorporating
consumer-permissioned data helps empower consumers to establish or improve their creditworthiness
by using data that reflects sound financial activity, but that is not part of a conventional credit report.

Both scores maintain the same score to risk relationship as standard FICO® Scores, enhancing their

compatibility with existing credit underwriting systems and models.

Outside the U.S., we offer FICO® Scores for consumer loans, and in some cases for small and medium

business loans. These scores are typically sold to end-users through consumer reporting agencies in those
countries, as they are in the U.S. We have also developed client-specific versions of the FICO Score in over ten
countries that we sell directly to end-user customers. FICO Scores are currently in use or being implemented in
30 different countries across five continents outside the U.S.

We also provide FICO® Scores to consumers in the U.S. through our B2C scoring solutions. These Scores
are distributed directly by us through our myFICO.com subscription offering and indirectly through our licensed
distribution partners, including Experian and certain lenders through the FICO® Score Open Access Program.

Through myFICO.com and other direct-to-consumer channels, consumers can purchase their FICO Scores,
including credit reports associated with the scores, explanations of the factors affecting their scores, and
customized educational information on how to manage their scores. Consumers can use products to simulate how
taking specific actions could affect their FICO Score. Consumers can also subscribe to credit monitoring, which
deliver alerts via email and text when changes to a user’s FICO Scores or other credit report content are detected.
In addition, consumers can purchase identity theft monitoring products that alert them to potential risks of
identity fraud.

Software

Our software harnesses the power of analytics and digital decisioning technology to help businesses
automate, improve, and connect decisions across their enterprise. Most of our solutions address customer
engagement, including acquisition and pricing, onboarding, servicing and management, and fraud protection. We
also help businesses improve non-customer facing decisions such as supply chain optimization, scheduling
management and policy adherence.

FICO provides software solutions to business customers in more than 120 countries around the world. Our

software can be deployed in the cloud as SaaS utilizing FICO’s infrastructure or third-party cloud services, or
on-premises using our customers’ IT infrastructure. We typically sell our software as multi-year subscriptions,
with payments based on usage metrics such as the number of accounts, transactions or decisioning use cases
deployed, often subject to contracted minimum payments.

A significant and growing number of our software solutions run natively on FICO® Platform, a modular

software offering designed to support advanced analytics and decisioning use cases. While not all our software
runs on FICO Platform today, we are investing significant development resources to enable substantially all of
our software to run on FICO Platform in the future.

Principal Areas of Expertise

We specialize in solutions that empower businesses to operationalize analytics to uncover new

opportunities, make timely decisions that matter, and execute them at scale. With more than 60 years of analytics
and software experience, we have found that bringing human and digital intelligence together allows our
customers to target and acquire customers more efficiently, increase customer value, reduce fraud and credit
losses, lower operating expenses, and enter new markets more profitably.

Our principal areas of research and development expertise are focused on the following four analytic

domains.

• Predictive Modeling

Predictive modeling identifies and mathematically represents underlying relationships in historical data
to make predictions or classifications about future events. Predictive models typically analyze current
and historical data about individuals to produce easily understood metrics such as scores. These scores
rank-order individuals or specific transactions against a particular variable such as the likelihood of
making credit payments on time, the likelihood of a transaction being fraudulent or the probability of
responding to a particular offer for services. Our predictive models are frequently used in mission-
critical transactional systems and drive decisions and actions in near real time.

Several analytic methodologies underlie our products in this area. These include proprietary
applications of both linear and nonlinear optimization algorithms, advanced neural systems, machine
learning and AI. We also apply various statistical techniques for analysis and pattern detection within
large datasets and can derive insights and predictive features from various forms of data, including
unstructured data.

• Decision Analysis and Optimization

Decision analysis refers to the broad quantitative field that deals with modeling, analyzing, and
optimizing decisions made by individuals, groups, and organizations. Whereas predictive models
analyze multiple aspects of individual behavior to forecast future behavior, decision analysis analyzes
multiple aspects of a given decision to identify the most effective action to take to reach a desired
result. This is often referred to as prescriptive analytics. Our integrated approach to decision analysis
incorporates a decision model that mathematically maps the entire decision structure; proprietary
optimization technology that identifies the most effective strategies, given both the performance
objective and constraints; testing and simulation required for active, continuous learning; and the
robust extrapolation of an optimized strategy to a wider set of scenarios than historically encountered.
Our optimization capabilities also include native support for Python modeling, as well as our own
proprietary mathematical modeling and programming language, an easy-to-use authoring environment,
a configurable business simulation and scenario management interface and a set of pre-built
optimization algorithms.

•

Transaction Profiling

Transaction profiling is a patent-protected technique used to extract meaningful information and reduce
the complexity of transaction data used in modeling. Many of our products operate using transactional
data, such as credit card purchase transactions, consumer interactions, or other types of data that
change over time. In its raw form, this data is very difficult to use in predictive models for several
reasons. First, an isolated transaction contains very little information about the behavior of the
individual who generated the transaction. Second, transaction patterns change rapidly over time. Third,
this type of data can often be highly complex. To overcome these issues, we have developed a set of
techniques that transform raw transactional data into a mathematical representation that reveals latent
information, and which make the data more usable by predictive models. This profiling technology
accumulates data across multiple transactions of many types to create and update profiles of transaction
patterns. These profiles enable our neural network models to efficiently and effectively make accurate
assessments of, for example, fraud risk and credit risk within real-time transaction streams.

• Customer Data Integration

Decisions made about customers or prospects can benefit from data stored in multiple sources, both
inside and outside the enterprise. In the areas of analytics and digital decisioning, more data is
generally better. We have developed proprietary data ingestion and management tools that are able to
assemble and integrate disparate data sources into a unified view of the customer, household, or other
subject through the application of persistent keying technology. This data can include structured or
unstructured data. In addition, our technology can integrate multiple data sources in real-time and make
them available for rapid analysis and decisions such as credit approval, fraud detection and “next best
offer” workflows.

We believe our analytic tools and solutions are among the best commercially available, and that we are
uniquely positioned to integrate advanced analytic, software and data technologies into mission-critical business
solutions that offer superior returns on investment.

FICO® Platform

FICO® Platform is an analytic and decisioning environment that empowers businesses to configure

solutions that orchestrate and operationalize high velocity decisions that matter, at scale. Users of FICO Platform
can bring together data from multiple sources, apply advanced analytics to derive insights, and translate those
insights into actions and workflows that can be executed in real-time. Based on a modular cloud architecture,

FICO Platform can be configured by our customers to solve a vast array of business challenges. FICO Platform
delivers increasing value to our customers over time as they add additional analytic capabilities, configure their
own solutions or utilize pre-configured solutions to address a diverse set of use cases and integrate disparate
analytic and decisioning silos onto a centralized, scalable platform. This drives additional subscription software
revenue for FICO over time as customers purchase more FICO Platform capabilities and pay for more usage of
those capabilities.

Our goal is to move substantially all of FICO’s current software products onto FICO® Platform. For
example, FICO’s industry leading rules-based decisioning engine, FICO® Blaze Advisor® decision rules
management system, is now available on FICO Platform as FICO® Decision Modeler. Some FICO
pre-configured solutions are now available on FICO Platform, including FICO® Originations Solution and
FICO® Strategy Director. We believe this strategy of moving our software products to FICO Platform will result
in revenue growth through follow-on “land and expand” sales to existing Platform customers and more sales to
medium-sized businesses typically served through value-added resellers and systems integrators.

Our annual recurring revenue (“ARR”) from FICO® Platform based products was $75.2 million as of

September 30, 2021, representing 14% of our total software ARR.

Our Offerings

We sell our software primarily as analytic and decisioning software or pre-configured solutions. Our

software offerings are sold both individually and as integrated bundles of multiple products.

Analytic and Decisioning Software

FICO analytic and decisioning software offerings use proprietary and open source microservices and

capabilities to enable both business users and data scientists to develop and execute advanced analytics and
decision modeling. Our key products in this category include:

• FICO® Decision Modeler and FICO® Blaze Advisor® are our core decision rules modeling tools,
which enable users to flexibly author and manage decision rules and strategies. FICO Decision
Modeler delivers the functionality of our industry leading FICO Blaze Advisor product, with the added
benefit of seamless integration into FICO® Platform. FICO Blaze Advisor, the predecessor to FICO
Decision Modeler, is available as an off-platform product.

• FICO® Xpress Optimization provides operations research professionals and business analysts with

world-class solvers and productivity tools to determine optimal outcomes for a wide range of industry
problems. FICO Xpress Optimization includes a powerful modeling and programming language to
quickly model and solve even the largest optimization problems. FICO Xpress Optimization runs on
FICO® Platform.

• FICO® Analytics WorkbenchTM is a predictive analytics tool that allows businesses to create and
deploy explainable machine learning models for use in decisions that typically require strict
governance and compliance, often including regulatory oversight. FICO Analytics Workbench runs on
FICO® Platform.

• FICO® Studio is a powerful, low-code / no-code application development environment that gives users

the ability to quickly build enterprise-grade decision applications using FICO® Platform.

• FICO® Data Orchestrator is a data retrieval and mapping solution that can access, gather, and

transform data from corporate or public facing information services, such as credit reference agencies.
FICO Data Orchestrator runs on FICO® Platform.

• FICO® DMP Streaming is a real-time and batch data ingestion solution that uniquely delivers in-stream

analytics for real-time data insights and complex event processing.

• FICO® Business Outcome Simulator enables business users to run a wide variety of insightful

scenarios to assess how their business is likely to perform under varying conditions and assumptions. It
unlocks insights into how key outcomes will likely shift in the face of changing competitor strategy,
macroeconomic changes, evolving customer preferences, and more. FICO Business Outcome
Simulator runs on FICO® Platform.

• FICO® Decision Optimizer helps business users understand how different customers will react to a
variety of different actions that are being considered. Once that link is understood, FICO Decision
Optimizer identifies the combination of actions most likely to lead to the desired portfolio outcomes
through decisions such as who to offer a new product, what limit and/or price to offer, or how to treat
delinquent customers. FICO Decision Optimizer runs on FICO® Platform.

Pre-Configured Solutions

FICO’s pre-configured solutions optimize customer interactions in real-time, driving greater customer
engagement and improving business results. They enable acquisition and growth marketing, account activation
and management, omni-channel communication, risk assessment, fraud detection and prevention, and financial
crime compliance. Key FICO solutions offered today include:

• FICO® Fraud and Financial Crimes Solutions help our clients detect and prevent transactional
financial fraud and violations of global financial compliance regulations. Our solutions analyze
activities such as credit card transactions and account openings to generate real time recommendations
for immediate action. These defenses are critical to identifying and mitigating identity fraud, payments
fraud and money laundering. Our models that identify transaction fraud are continually improved using
a proprietary, global data set of transaction data contributed by more than 9,000 institutions that
participate in the FICO® Falcon® Intelligence Network. FICO® Falcon® X is a suite of some of our
Fraud and Compliance capabilities that run on FICO® Platform. We plan to offer most of our Fraud
and Compliance solutions as platform-native Falcon X products in the future.

• FICO® Originations Solution is an application-to-decision credit originations solution. It enables

banks, credit unions, finance companies, online lenders, auto lenders, and other companies to automate
and improve the processing of requests for credit. Our Originations Solution increases the speed,
consistency and efficiency with which requests are handled, reducing losses, and increasing approval
rates through the application of sophisticated policies and analytics that assess applicant risk and
reduce the need for manual review by underwriters. The current version of FICO Originations Solution
runs on FICO® Platform.

• FICO® Customer Communication Service is an intelligent omnichannel digital communication

manager for resolving customer interactions. It enables businesses to automate individualized customer
dialogues with the same consistency and regulatory compliance as their human agents. With Customer
Communication Service, businesses can be available 24/7 for one-way or two-way communication
through any channel their consumers choose. Businesses can rapidly launch mobile alerts, messaging,
virtual agents, self-service options, and other auto-resolution capabilities. It helps make the full
customer journey more efficient and raises the level of data-driven digital intelligence behind lifecycle
communications. Certain Customer Communication products are available on FICO Platform today,
and we plan to make additional Customer Communication products available on FICO® Platform in the
future.

• FICO® Strategy Director and FICO® TRIAD® Customer Manager enable businesses to automate and
improve risk-based decisions for their existing credit customers. These products help businesses apply
advanced analytics in credit account and customer decisions to increase portfolio revenue and reduce
risk exposure and losses, while improving customer retention. They also allow users to manage risk
and communications at both the account and customer level from a single place. FICO Strategy
Director runs on FICO® Platform. FICO TRIAD Customer Manager, the predecessor to FICO Strategy
Director, is available as an off-platform product.

FICO® Professional Services

FICO offers a range of professional services designed to help customers install and configure our software,

develop and deploy advanced analytics using our software, and improve customer satisfaction and retention.

• FICO® Implementation Services. We often sell software implementation and configuration services in
conjunction with our software license and SaaS subscriptions. The FICO implementation services team
leverages their deep expertise in our products and their extensive industry-specific knowledge to help
our customers implement and configure FICO software rapidly and effectively.

• FICO® Analytic Services. We build custom analytics, decision models and related analytics, and

perform machine learning projects for clients in multiple industries. These analytic services help to
improve critical business processes and operationalize analytics using FICO software products. Most of
our engagements utilize predictive analytics, decision modeling and optimization to provide greater
insight into customer preferences and help predict future customer behavior.

• FICO® Advisors. FICO Advisors are business consultants accelerating the practical use of FICO
solutions through data-driven analytics, strategic design, and software applications. Our seasoned
practitioners are uniquely valued for their credit lifecycle risk and fraud knowledge and can help drive
measurable results in an ever-dynamic economic market.

Our professional services are sold on an hourly time and materials basis or for a fixed project fee.

MARKETS AND CUSTOMERS

Our scores and software products and services serve clients in multiple industries, including banking,
insurance, retail, healthcare and public agencies. End users of our products include 96 of the 100 largest financial
institutions in the U.S., and two-thirds of the largest 100 banks in the world. Our clients also include more than
600 insurers, including nine of the top ten U.S. property and casualty insurers; more than 300 retailers and
general merchandisers; and more than 200 government or public agencies. All top ten companies on the 2021
Fortune 500 list use one or more of our solutions. In addition, our consumer solutions are marketed to an
estimated 200 million U.S. consumers whose credit relationships are reported to the three major U.S. consumer
reporting agencies.

The majority of our scores are marketed and sold through consumer reporting agencies. During fiscal 2021,

2020 and 2019, revenues generated from our agreements with Experian, TransUnion and Equifax collectively
accounted for 38%, 33% and 29% of our total revenues, respectively. We also sell our scores and credit
monitoring directly to consumers through our myFICO.com on-line subscription offerings. Outside of the U.S.,
we sell our scores through consumer reporting agencies, other third-party distributors, and in some cases directly
to large end-users.

We market our software products and services primarily through our own direct sales organization that is

organized around vertical and geographic markets. Sales teams are based in our headquarters and in field offices
strategically located around the world. We also market our products through indirect channels, including alliance
partners and other resellers. As more of our products are made available on FICO® Platform, we expect our sales
through indirect channels to grow. We are investing significant resources to develop our indirect channel
relationships.

Our largest market segment is financial services, representing 89% of our total revenue in 2021. Our largest

geographic market is the Americas, representing 80% of our total revenue in 2021.

COMPETITION

The market for our solutions is intensely competitive and is constantly changing. Our competitors vary both
in size and in the scope of the products and services they offer. We encounter competition from several sources,
including:

•

in-house analytic and systems developers;

neural network developers and artificial intelligence system builders;

fraud and compliance solution providers;

scoring model builders;

providers of credit reports and credit scores;

software companies supplying predictive analytic modeling, rules, or analytic development tools;

entity resolution and social network analysis solutions providers;

providers of customer engagement and risk management solutions;

providers of account/workflow management software;

business process management and decision rules management providers;

enterprise resource planning and customer relationship management solutions providers;

business intelligence solutions providers;

providers of automated application processing services; and

third-party professional services and consulting organizations.

We believe we offer customers a unique mix of products, expertise and capabilities that allows us to
compete effectively in our target markets. However, many of our competitors are larger than FICO, have more
development, sales and marketing resources than FICO, and some have larger shares of our target geographic or
product markets.

We believe the principal competitive factors affecting our markets include technical performance; access to

unique proprietary analytical models and data; product attributes like adaptability, scalability, interoperability,
functionality, and ease-of-use; on-premises and SaaS product availability; product price; customer service and
support; the effectiveness of sales and marketing efforts; existing market penetration; and reputation. Although
we believe our products and services compete favorably with respect to these factors, we may not be able to
maintain our competitive position against current and future competitors.

Scores

In our Scores segment, we compete with both outside suppliers and in-house analytics. Primary competitors

among outside suppliers of scoring models are the three major consumer reporting agencies in the U.S. and
Canada, which are also our partners in offering our scoring solutions, and VantageScore (a joint venture entity
established by the major U.S. consumer reporting agencies). Additional competitors include consumer reporting
agencies outside the U.S. like CRIF Ratings, which operates in the European Union, and other data providers like
LexisNexis and ChoicePoint, some of which also are our partners.

For our offerings that deliver credit scores, credit reports and consumer credit education solutions directly to

consumers, we compete with other direct to consumer credit and identity services such as Credit Karma, Credit
Sesame, Experian and TransUnion, some of which are also our partners.

Software

The competition in our Software segment varies by application. In the fraud and financial crimes market for
banking, we compete primarily with Nice Actimize, Experian, Pegasystems, BAE Systems Applied Intelligence,
SAS, ACI Worldwide, IBM, Feedzai and Featurespace. In the customer origination market, we compete with
Experian, Equifax, Moody’s, Meridian Link, and CGI, among others. In the customer management market, we
compete with Experian and SAS, among others. In the marketing services market, we compete with Pegasystems,
Equifax, Experian, SAS, Adobe and Salesforce, among others.

PRODUCT PROTECTION AND TRADEMARKS

We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality

agreements and procedures to protect our proprietary rights.

We retain the title to and protect the suite of models and software used to develop scoring models as a trade

secret. We also restrict access to our source code and limit access to and distribution of our software,
documentation, and other proprietary information. We have generally relied upon the laws protecting trade
secrets and upon contractual nondisclosure safeguards and restrictions on transferability to protect our software
and proprietary interests in our product and service methodology and know-how. Our confidentiality procedures
include invention assignment and proprietary information agreements with our employees and independent
contractors, and nondisclosure agreements with our distributors, strategic partners, and customers. We also claim
copyright protection for certain proprietary software and documentation.

We have patents on many of our technologies and have patent applications pending on other technologies.
The patents we hold may not be upheld as valid and may not prevent the development of competitive products. In
addition, patents may never be issued on our pending patent applications or on any future applications that we
may submit. We currently hold 190 U.S. and 18 foreign patents with 82 applications pending.

Despite our precautions, it may be possible for competitors or users to copy or reproduce aspects of our
software or to obtain information that we regard as trade secrets. In addition, the laws of some foreign countries
do not protect proprietary rights to the same extent as do the laws of the U.S. Patents and other protections for
our intellectual property are important, but we believe our success and growth will depend principally on such
factors as the knowledge, ability, experience and creative skills of our personnel, new products, frequent product
enhancements and name recognition.

We have developed technologies for research projects conducted under agreements with various U.S.

government agencies or their subcontractors. Although we have acquired commercial rights to these
technologies, the U.S. government typically retains ownership of intellectual property rights and licenses in the
technologies that we develop under these contracts. In some cases, the U.S. government can terminate our rights
to these technologies if we fail to commercialize them on a timely basis. In addition, under U.S. government
contracts, the government may make the results of our research public, which could limit our competitive
advantage with respect to future products based on funded research.

We have used, registered and/or applied to register certain trademarks and service marks for our

technologies, products and services. We currently have 31 trademarks registered in the U.S. and select foreign
countries.

GOVERNMENTAL REGULATION

We are subject to a number of U.S. federal, state, local and foreign laws and regulations that involve matters

central to our business. Laws and governmental regulation affect how our business is conducted and, in some

cases, subject us to the possibility of government supervision and future lawsuits arising from our products and
services. Laws and governmental regulations also influence our current and prospective customers’ activities, as
well as their expectations and needs in relation to our products and services. Laws and regulations that may affect
our business and our current and prospective customers’ activities include, but are not limited to, those
summarized below.

Many U.S. and foreign jurisdictions have passed, or are currently contemplating, a variety of consumer

protection, privacy, and data security laws and regulations that may relate to our business or affect the demand
for our products and services. For example, the United Kingdom (“U.K.”) and European Union (“E.U.”) General
Data Protection Regulation (the “GDPR”) impose, among other things, strict obligations and restrictions on the
ability to collect, analyze and transfer U.K. and E.U. personal data, a requirement for prompt notice of data
breaches in certain circumstances, and possible substantial fines for any violations (including possible fines for
certain violations of up to the greater of 20 million Euros or 4% of total worldwide annual revenue under the
E.U. GDPR and up to the greater of 17.5 million Pounds or 4% of annual global turnover under the U.K. GDPR).
A decision in July 2020 by the Court of Justice of the European Union (i.e., Schrems II), called into question
certain data transfer mechanisms between the E.U. and the U.S. In June 2021, the European Commission issued
new standard contractual clauses (“SCCs”) governing cross-border data transfers and data exchanges among
controllers and processors, which reflect more recent data protection laws, such as the GDPR, and account for the
analysis in the Schrems II decision. Our transition to the new SCCs, which may involve interpretive issues and
may have an adverse impact on cross-border transfers of personal data, may subject us to additional scrutiny
from E.U. regulators or may increase our costs of compliance. Brazil, India, South Africa, Japan, China, Israel,
Canada, and several other countries have introduced and, in some cases, enacted, similar privacy and data
security laws.

The California Consumer Privacy Act of 2018 (“CCPA”) gives California residents certain privacy rights in

the collection and disclosure of their personal information and requires businesses to make certain disclosures
and take certain other acts in furtherance of those rights. Additionally, effective starting January 1, 2023, the
California Privacy Rights Act (the “CPRA”) will revise and significantly expand the scope of the CCPA. The
CPRA also creates a new California data protection agency authorized to implement and enforce the CCPA and
the CPRA, which could result in increased privacy and information security enforcement. Other U.S. states have
considered and/or enacted similar privacy laws, including Virginia and Colorado, which passed new consumer
privacy laws in 2021.

The Gramm-Leach-Bliley Act (“GLBA”) regulates, among other things, the receipt, use, disclosure, and
security of non-public personal information of consumers held by “financial institutions” and applies indirectly to
companies that provide services to financial institutions. As a provider of services to financial institutions,
portions of our business are subject to obligations to comply with certain GLBA provisions, including limitations
on the use or disclosure of the underlying data and rules relating to the technological, physical and administrative
safeguarding of non-public personal information.

The Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery
and Reinvestment Act of 2009 (“HIPAA”) and the Health Information Technology for Economic and Clinical
Health Act (“HITECH”) and their respective implementing regulations impose specified requirements relating to
the privacy, security and transmission of individually identifiable health information. Among other things,
HITECH makes HIPAA’s security standards directly applicable to “business associates.” We function as a
business associate for certain of our customers that are HIPAA-covered entities and service providers and, in that
context, we are regulated as a business associate for the purposes of HIPAA.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) prohibits unfair,

deceptive, or abusive acts or practices (“UDAAP”) with respect to consumer financial services practices and
provides the Consumer Financial Protection Bureau (the “CFPB”) with enforcement authority to enforce those
provisions. In certain circumstances, the CFPB also has examination and supervision powers with respect to

service providers who provide a material service to a financial institution offering consumer financial products
and services. Further, the CFPB has authority to designate non-depository “larger participants” in certain markets
for consumer financial services and products for purposes of the CFPB’s supervisory authority under the Dodd-
Frank Act. Such designated “larger participants” are subject to reporting and on-site compliance examinations by
the CFPB, which may result in increased compliance costs and potentially greater enforcement risks based on
these supervisory activities. In addition, the regulators of some of our largest financial institution customers may
require them to exercise greater oversight and perform more rigorous audits of their key service providers such as
us.

The Federal Trade Commission Act (the “FTC Act”) prohibits unfair methods of competition and unfair or
deceptive acts or practices. Under the FTC Act, the FTC’s jurisdiction includes the ability to bring enforcement
actions based on the security measures we employ to safeguard the personal data of consumers. Allegations that
we failed to safeguard or handle such data in a reasonable manner may subject us to regulatory scrutiny or
enforcement action.

The U.S. Fair Credit Reporting Act (the “FCRA”) applies to consumer reporting agencies, as well as data

furnishers, and users of consumer reports such as banks and other companies, many of which are our customers.
The FCRA provisions govern the accuracy, fairness and privacy of information in the files of consumer reporting
agencies that engage in the practice of assembling or evaluating information relating to consumers for certain
specified purposes. The FCRA limits the type of information that may be reported by consumer reporting
agencies, limits the distribution and use of consumer reports, establishes consumer rights to access and dispute
their own credit files, includes provisions designed to prevent identity theft and assist fraud victims, requires
consumer reporting agencies to make a free annual credit report available to consumers and imposes many other
requirements on consumer reporting agencies, data furnishers and users of consumer report information. These
requirements can affect the manner and extent to which our customers use our products and services.

A number of states have enacted requirements similar to the FCRA. Some of these state laws impose

additional, or more stringent, requirements than the FCRA, especially in connection with investigations and
responses to reported inaccuracies in consumer reports. The FCRA preempts some of these state laws, but the
scope of preemption continues to be defined by the courts. Various consumer credit laws and regulations in the
foreign countries where we conduct business also affect the products and services we offer to our customers.

The Credit Repair Organizations Act (the “CROA”) regulates companies that claim to be able to assist
consumers in improving their credit standing. There have been efforts to apply the CROA to credit monitoring
services offered by consumer reporting agencies and others, which may impact certain of our products and
services.

Special requirements may apply to us when providing services directly or indirectly to U.S. federal, state
and local government agencies. The applicable requirements depend upon the monetary value of the awarded
contract, the particular government agency awarding or funding the contract, the scope of services to be
delivered, and the level of access that the agency will need to provide to us to enable us to perform the contract.
For example, we may need to abide by the Privacy Act of 1974, the Internal Revenue Service’s Publication 4812,
and the Federal Acquisition Regulation and associated supplemental contract clauses. Each of these laws,
regulations and contract clauses imposes certain requirements, including measures for the protection of personal
information or information that is otherwise categorized as sensitive by the government. Government agencies
frequently modify or supplement these requirements, and consequences for violations of applicable requirements
may include penalties, civil liability and for severe infractions, criminal liability.

Additional laws and regulations that may affect our business and our current and prospective customers’

activities include, but are not limited to, those in the following significant regulatory areas:

• Laws and regulations that limit the use of credit scoring models (e.g., state “mortgage trigger” or

“inquiries” laws, state insurance restrictions on the use of credit-based insurance scores, and the E.U.
Consumer Credit Directive).

•

Fair lending laws (e.g., the Equal Credit Opportunity Act and Regulation B, and the Fair Housing Act).

• The Cybersecurity Act of 2015; the U.S. Department of Commerce’s National Institute of Standards
and Technology’s Cybersecurity Framework; the Clarifying Lawful Overseas Use of Data Act; and
identity theft, file freezing, and similar state privacy laws.

• Laws and regulations related to extension of credit to consumers through the Electronic Fund Transfers

Act and Regulation E, as well as non-governmental VISA and MasterCard electronic payment
standards.

• Laws and regulations applicable to secondary market participants (e.g., The Federal National Mortgage
Association (“Fannie Mae”) and The Federal Home Loan Mortgage Corporation (“Freddie Mac”)) that
could have an impact on our scoring products and revenues, including 12 CFR Part 1254 (Validation
and Approval of Credit Score Models) issued by the Federal Housing Finance Agency in accordance
with Section 310 of the Economic Growth, Regulatory Relief, and Consumer Protection Act (Public
Law 115-174), and any regulations, standards or criteria established pursuant to such laws or
regulations.

• Laws and regulations applicable to our customer communication clients and their use of our products

and services (e.g., the Telemarketing Sales Rule, Telephone Consumer Protection Act, the CAN-SPAM
Act, the Fair Debt Collection Practices Act, and regulations promulgated thereunder).

• Laws and regulations applicable to our insurance clients and their use of our insurance products and

services.

• The application or extension of consumer protection laws, including implementing regulations (e.g.,
the Consumer Financial Protection Act, the Truth In Lending Act and Regulation Z, the Fair Debt
Collection Practices Act, the Servicemembers Civil Relief Act, and the Military Lending Act).

• Laws and regulations governing the use of the Internet and social media, telemarketing, advertising,

endorsements and testimonials.

• Anti-money laundering laws and regulations (e.g., the Bank Secrecy Act and the USA PATRIOT Act).

• Laws and regulations restricting transactions with sanctioned parties and regarding export controls as
they apply to FICO products delivered in non-U.S. countries (e.g., Office of Foreign Asset Control
sanctions, and Export Administration Regulations).

We are also subject to federal and state laws that are generally applicable to any U.S. business with national

or international operations, such as antitrust laws, the Foreign Corrupt Practices Act, the Americans with
Disabilities Act, state unfair or deceptive practices acts and various employment laws.

HUMAN CAPITAL RESOURCES

Our People

As of September 30, 2021, we employed 3,662 persons across 31 countries. Of these, our largest

representation includes 1,299 (36%) based in the United States, 1,296 (35%) based in India and 331 (9%) based
in the United Kingdom. Other than to the extent mandated by applicable law in certain foreign jurisdictions, none
of our employees are covered by a collective bargaining agreement, and no work stoppages were experienced
during fiscal 2021.

Our Board of Directors (our “Board”) and executive leadership team believe that our people are vital to our

success. The Leadership Development and Compensation Committee (the “LDCC”) of our Board oversees all
human capital management policies, programs and strategies, including but not limited to those regarding talent
recruitment, development and retention, health and safety, organizational culture, employee engagement,

diversity, equity and inclusion, and compensation and benefits. The LDCC also periodically reviews and reports
to the Board with respect to succession planning for our Chief Executive Officer and other senior management
positions. In addition, our Chief Human Resources Officer reports to our Board periodically on people-focused
programs.

Employee Engagement

For much of the past decade, we have conducted quarterly workforce surveys to measure employee

engagement and gain feedback and insights from our people about ways to improve the employee experience and
the effectiveness of our business operations. The results and insights of these studies are shared with the work
team, executive team and our Board and are leveraged to drive positive organizational change.

Examples of organizational changes that have been driven by the insights from these surveys include
investments in expanded workforce capacity, targeted recruiting of under-represented groups, broadened and
more frequent company-wide communications, expanded employee stock ownership, expanded benefit programs
including paid parental leave, enhanced incentive plan funding and expanded investments in professional
development and culture-based initiatives to promote inclusiveness and belonging.

Diversity, Equity and Inclusion

FICO is committed to building and reinforcing a culture where individual differences and perspectives are
valued. We believe that diverse teams can better relate to and deliver against the many and varied needs of our
clients. We also believe that promoting a culture where individual differences are both welcomed and valued
allows us to attract the best talent while allowing people to reach their full potential.

Foundationally, we have adopted a “Commitment to Inclusion and Belonging Policy” which provides that

all employment-related decisions be made in compliance with established equal opportunity statutes.
Accordingly, all decisions to employ, transfer, promote, train, compensate or otherwise provide access to benefit
programs are to be made in accordance with these statutes. In addition, in the United States we have established
an Affirmative Action Program and underlying plans for office locations with 50 or more employees to formally
measure, report on and identify needed actions to close any gaps involving the utilization and advancement of
women, minorities, disabled persons and veterans. All employees receive mandatory training and testing on this
and other foundational and compliance policies during the on-boarding process and every two years thereafter,
with people managers receiving training regarding their unique leadership responsibilities. As examples, we have
a mandatory training program to identify, prevent and combat prohibited harassment, as well as training and
“dialogue sessions” designed to build understanding of unconscious biases and strategies to overcome them.

Building on this foundation, we sponsor and provide dedicated funding to multiple employee resource
groups (“ERGs”) that help support our goals of workforce engagement and a strong sense of inclusion and
belonging. FICO ERGs focus on women, race/ethnicity, LGBTQ+ and community support groups. Our FICO
Cares ERG encourages our people to connect with and contribute to their community. We encourage employees
to participate in volunteer activities by providing work schedule flexibility and paid Community Volunteer
Leave. We also support employee cash donations to qualified charitable organizations through our Corporate
Matching Gift Program.

As one strategy to accelerate progress in expanding workforce diversity, we engaged in targeted campus

recruiting efforts. In the United States, we formed a new partnership with the Management Leadership for
Tomorrow (MLT.org) organization, which helped us connect with Black, Latinx and Native American college
students for summer internships followed by offers of full-time employment upon graduation.

Additional information on our diversity metrics and programs, including our EEO-1 survey results, will be

available soon on the Corporate Responsibility page of our website at www.fico.com/en/corporate-responsibility.
Information contained on our website is not deemed part of or incorporated by reference into this Annual Report
on Form 10-K.

Talent Recruitment

We leverage our organizational culture as a competitive advantage in our efforts to attract talent from the
broadest possible pool. We deploy structured selection practices to ensure strong alignment between candidate
qualifications and knowledge and skills needed for success in each role, while avoiding unconscious biases.

Professional Development

To support professional development, we offer a structured onboarding program with training specific to a

variety of identified career paths to help new employees become rapidly engaged and productive. We have
invested in building the FICO Integrated Learning Organization (“ILO”), which is led by our Chief Learning
Officer. The ILO develops customized learning content for colleagues, clients and partners around the world. We
deliver high quality, targeted new hire onboarding, technology and product skill training, compliance and
management and leadership education through this “FICO Learning” platform. This allows our employees to
obtain the knowledge and skills to effectively perform in their current roles, while also preparing them for new
opportunities. We also offer financial support for degreed programs through a tuition reimbursement program.

Compensation and Benefit Programs

We regularly participate in market-based compensation surveys and seek the advice of outside experts to

ensure that our base pay and incentive structures are competitive. We create a strong sense of shared purpose by
having our CEO and each member of our executive leadership team participate in the same annual cash incentive
bonus plan, as all non-sales employees across our organization.

Over the course of the past five years, we’ve steadily and significantly expanded participation in our annual

performance-based equity program from 7% to nearly 25% of our workforce. In addition, two years ago, we
adopted an Employee Stock Purchase Plan for eligible employees designed to promote even broader equity
participation.

We offer competitive health and welfare benefit plans with significant company subsidies to offset
premiums, retirement plans with a competitive company match to encourage participation and flexible paid-
time-off programs including vacation, sick time and disability time. We have adopted paid Maternity and
Parental Leave benefits totaling up to 12 weeks.

Health and Safety

We are committed to providing a safe and healthy workplace. We continuously strive to meet or exceed
compliance with all laws, regulations and accepted practices pertaining to workplace safety. All employees and
contractors are required to comply with established safety policies, standards and procedures.

As the COVID-19 pandemic persists, our focus remains on promoting employee health and safety, serving

our customers and ensuring business continuity. Beginning in March 2020, our employees were instructed to
work from home in each country where we operate. As certain offices have reopened due to the lifting of local
government restrictions, we have maintained a “Voluntary Work-From-Home Policy” providing our people with
valued flexibility. In addition, we have implemented a post-pandemic “Remote Work Policy” permitting our
people in countries other than India to elect to work primarily from home on an ongoing basis with 75 percent of
eligible employees electing to do so. We have also substantially reduced employee travel to only essential
business needs in favor of ongoing video-based meetings.

Item 1A. Risk Factors

Business, Market and Strategy Risks

The effects of the COVID-19 pandemic have negatively affected how we and our customers are operating
our businesses. The duration of these effects, and the extent to which they will impact our future revenues,
results of operations and overall financial performance, remain uncertain.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the global

economy, leading to reduced consumer spending and lending activities and disruptions and volatility in the
global capital markets. COVID-19 has caused shutdowns to businesses and cities worldwide and has disrupted
supply chains, business operations, travel, and consumer confidence.

As a result of the COVID-19 pandemic, we temporarily closed the majority of our offices (including our

corporate headquarters in the United States), but are in the process of re-opening them while extending our
company-wide voluntary work from home policy until early January 2022 and allowing the majority of our
workforce the flexibility to work remotely on an ongoing basis. In addition, we continue to impose certain travel
restrictions where applicable. Both of these actions have disrupted how we operate our business. Due in part to
anticipated post-pandemic workforce patterns, in late fiscal 2020 and early fiscal 2021, we permanently closed
certain non-core offices, reduced certain other office space and reduced our global workforce. Our operations
may be further negatively affected by a range of external factors related to the COVID-19 pandemic that are not
within our control. For example, many cities, counties, states, and countries may impose or continue to impose
requirements and restrictions related to COVID-19 that affect us, including a wide range of restrictions on our
employees’, partners’ and customers’ physical movement to limit the spread of COVID-19. We postponed,
canceled or shifted certain of our customer, employee or industry events to virtual-only experiences and may
decide to do so in the future. If the COVID-19 pandemic has a substantial impact on our employees’, partners’ or
customers’ productivity or ability to collaborate, our results of operations and overall financial performance may
be harmed.

The situation surrounding the COVID-19 pandemic is constantly evolving and both the short-term and long-

term effects remain unknown. Our customers, and therefore our business and revenues, are sensitive to negative
changes in general economic conditions and lending activities. The COVID-19 pandemic may affect the rate of
spending on our solutions and could adversely affect our customers’ ability or willingness to purchase our
products and services, cause prospective customers to change product selections or term commitments, delay or
cancel their purchasing decisions, extend sales cycles, and potentially increase payment defaults, all of which
could adversely affect our future revenues, results of operations and overall financial performance. COVID-19
has adversely affected certain segments and originations volume, which may impact future revenue. We are
unable to accurately predict the complete impact that COVID-19 will have on our future results of operations,
financial condition, liquidity and cash flows due to numerous uncertainties, including the severity and
transmission rate of the virus and its variants, the duration and any resurgence of the outbreak, the extent and
effectiveness of containment actions, the effectiveness and acceptance of any medical treatment and prevention
options, and the impact of these and other factors on us, our employees, customers, partners and vendors, and on
worldwide and U.S. economic conditions. If we are not able to respond to and manage these impacts effectively,
our business may be harmed to a material extent.

We may not be successful in executing our business strategy, which could cause our growth prospects and
results of operations to suffer.

We have increasingly focused our business strategy on investing significant development resources to

enable substantially all of our software to run on FICO® Platform, our modular software offering designed to
support advanced analytics and decisioning use cases. Our business strategy is designed to enable us to increase
our business by selling multiple connectable and extensible products to clients, as well as to enable the
development of custom client solutions and to allow our clients to more easily expand their usage and the use

cases they enable over time. The market may be unreceptive to our general business approach, including being
unreceptive to our cloud-based offerings, unreceptive to purchasing multiple products from us, or unreceptive to
our customized solutions. As we continue to pursue our business strategy, we may experience volatility in our
revenues and operating results caused by various factors, including differences in revenue recognition treatment
between our cloud-based offerings and on-premises software licenses, the timing of investments and other
expenditures necessary to develop and operate our cloud-based offerings, and the adoption of new sales and
delivery methods. If our business strategy is not successful, we may not be able to grow our business, growth
may occur more slowly than we anticipate, or our revenues and profits may decline.

We derive a substantial portion of our revenues from a small number of products and services, and if the
market does not continue to accept these products and services, our revenues will decline.

We expect that revenues derived from our scoring solutions, fraud solutions, customer communication
services, customer management solutions and decision management software will continue to account for a
substantial portion of our total revenues for the foreseeable future. Our revenues will decline if the market does
not continue to accept these products and services. Factors that might affect the market acceptance of these
products and services include the following:

•

changes in the business analytics industry;

changes in technology;

our inability to obtain or use key data for our products;

saturation or contraction of market demand;

loss of key customers;

industry consolidation;

failure to successfully adopt cloud-based technologies;

our inability to obtain regulatory approvals for our products and services, including credit score
models;

the increasing availability of free or relatively inexpensive consumer credit, credit score and other
information from public or commercial sources;

failure to execute our selling approach; and

inability to successfully sell our products in new vertical markets.

Our revenues depend, to a great extent, upon conditions in the banking (including consumer credit)
industry. If our clients’ industry experiences uncertainty, it will likely harm our business, financial
condition or results of operations.

During fiscal 2021, 89% of our revenues were derived from sales of products and services to the banking

industry. Periods of global economic uncertainty experienced in the past have produced substantial stress,
volatility, illiquidity and disruption of global credit and other financial markets, resulting in the bankruptcy or
acquisition of, or government assistance to, several major domestic and international financial institutions. The
potential for future stress and disruptions, including in connection with the COVID-19 pandemic, presents
considerable risks to our businesses and operations. These risks include potential bankruptcies or credit
deterioration of financial institutions, many of which are our customers. Such disruption would result in a decline
in the revenue we receive from financial and other institutions. In addition, if consumer demand for financial
services and products and the number of credit applications decrease, the demand for our products and services
could also be materially reduced. These types of disruptions could lead to a decline in the volumes of services we
provide our customers and could negatively impact our revenue and results of operations.

While the rate of account growth in the U.S. bankcard industry has been slow and many of our large
institutional customers have consolidated in recent years, we have generated most of our revenue growth from
our bankcard-related scoring and account management businesses by selling and cross-selling our products and
services to large banks and other credit issuers. As the banking industry continues to experience contraction in
the number of participating institutions, we may have fewer opportunities for revenue growth due to reduced or
changing demand for our products and services that support customer acquisition programs of our customers. In
addition, industry contraction could affect the base of recurring revenues derived from contracts in which we are
paid on a per-transaction basis as formerly separate customers combine their operations under one contract.
There can be no assurance that we will be able to prevent future revenue contraction or effectively promote
future revenue growth in our businesses.

While we are attempting to expand our sales of consumer credit and banking products and services into

international markets, the risks are greater as these markets are also experiencing substantial disruption and we
are less well-known in them.

We rely on relatively few customers, as well as our contracts with the three major consumer reporting
agencies, for a significant portion of our revenues and profits. Many of our customers are significantly
larger than we are and may have greater bargaining power. The businesses of our largest customers
depend, in large part, on favorable macroeconomic conditions. If these customers are negatively impacted
by weak global economic conditions, global economic volatility or the terms of these relationships otherwise
change, our revenues and operating results could decline.

Most of our customers are relatively large enterprises, such as banks, credit card issuers, insurers, retailers,
telecommunications providers, automotive companies, public agencies, and organizations in other industries. As
a result, many of our customers and potential customers are significantly larger than we are and may have
sufficient bargaining power to demand reduced prices and favorable nonstandard terms.

In addition, the U.S. and other key international economies are experiencing and have experienced in the
past a downturn in which economic activity was impacted by falling demand for a variety of goods and services,
restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange
markets, bankruptcies and overall uncertainty with respect to the economy. The potential for economic disruption
presents considerable risks to our business, including potential bankruptcies or credit deterioration of financial
institutions with which we have substantial relationships. Such disruption, whether arising in connection with the
current COVID-19 pandemic or otherwise, could result in a decline in the volume of transactions that we execute
for our customers.

We also derive a substantial portion of our revenues and operating income from our contracts with the three

major consumer reporting agencies in the U.S., Experian, TransUnion and Equifax, and other parties that
distribute our products to certain markets. The loss of or a significant change in a relationship with one of the
three consumer reporting agencies with respect to their distribution of our products or with respect to our
myFICO® offerings, the loss of or a significant change in a relationship with a major customer, the loss of or a
significant change in a relationship with a significant third-party distributor (including payment card processors),
or the loss of or delay of significant revenues from these sources, could have a material adverse effect on our
revenues and results of operations.

If use of the FICO® Score by Fannie Mae and Freddie Mac were to cease or decline, it could have a
material adverse effect on our revenues, results of operations and stock price.

A significant portion of our revenues in our Scores segment is attributable to the U.S. mortgage market,

which includes, for conforming mortgages in that market, a requirement of The Federal National Mortgage
Association (“Fannie Mae”) and The Federal Home Loan Mortgage Corporation (“Freddie Mac”) that U.S.
lenders provide FICO® Scores for each mortgage delivered to them. However, their continued use of the FICO

Score is currently subject to validation and approval by those enterprises and the Federal Housing Finance
Agency. If Fannie Mae and Freddie Mac approve other credit score models for use by them, or do not approve
the FICO Score for continued use by them, it could have a material adverse effect on our revenues, results of
operations and stock price.

If we are unable to access new markets or develop new distribution channels, our business and growth
prospects could suffer.

We expect that part of the growth that we seek to achieve through our business strategy will be derived from

the sale of products and service solutions in industries and markets we do not currently serve. We also expect to
grow our business by delivering our solutions through additional distribution channels. If we fail to penetrate
these industries and markets to the degree we anticipate utilizing our business strategy, or if we fail to develop
additional distribution channels, we may not be able to grow our business, growth may occur more slowly than
we anticipate, or our revenues and profits may decline.

If we are unable to develop successful new products or if we experience defects, failures and delays
associated with the introduction of new products, our business could suffer serious harm.

Our growth and the success of our business strategy depend upon our ability to develop and sell new

products or suites of products, including the development and sale of our cloud-based product offerings. If we are
unable to develop new products, or if we are not successful in introducing new products, we may not be able to
grow our business or growth may occur more slowly than we anticipate. In addition, significant undetected errors
or delays in new products or new versions of products may affect market acceptance of our products and could
harm our business, financial condition or results of operations. In the past, we have experienced delays while
developing and introducing new products and product enhancements, primarily due to difficulties developing
models, acquiring data, and adapting to particular operating environments or certain client or other systems. We
have also experienced errors or “bugs” in our software products, despite testing prior to release of the products.
Software errors in our products could affect the ability of our products to work with other hardware or software
products, could delay the development or release of new products or new versions of products, and could
adversely affect market acceptance of our products. Errors or defects in our products that are significant, or are
perceived to be significant, could result in rejection of our products, damage to our reputation, loss of revenues,
diversion of development resources, an increase in product liability claims, and increases in service and support
costs and warranty claims.

Our ability to increase our revenues will depend to some extent upon introducing new products and
services. If the marketplace does not accept these new products and services, our revenues may decline.

To increase our revenues, we must enhance and improve existing products and continue to introduce new

products and new versions of existing products that keep pace with technological developments, satisfy
increasingly sophisticated customer requirements and achieve market acceptance. We believe much of the future
growth of our business and the success of our business strategy will rest on our ability to continue to expand into
newer markets for our products and services. Such areas are relatively new to our product development and sales
and marketing personnel. Products that we plan to market in the future are in various stages of development. We
cannot assure you that the marketplace will accept these products. If our current or potential customers are not
willing to switch to or adopt our new products and services, either as a result of the quality of these products and
services or due to other factors, such as economic conditions, our revenues will decrease.

If we fail to keep up with rapidly changing technologies, our products could become less competitive or
obsolete.

In our markets, technology changes rapidly, and there are continuous improvements in computer hardware,

network operating systems, programming tools, programming languages, operating systems, database

technologies, cloud-based technologies and the use of the Internet. If we fail to enhance our current products and
develop new products in response to changes in technology or industry standards, or if we fail to bring product
enhancements or new product developments to market quickly enough, our products could rapidly become less
competitive or obsolete. Our future success will depend, in part, upon our ability to:

•

innovate by internally developing new and competitive technologies;

use leading third-party technologies effectively;

continue to develop our technical expertise;

anticipate and effectively respond to changing customer needs;

initiate new product introductions in a way that minimizes the impact of customers delaying purchases
of existing products in anticipation of new product releases; and

influence and respond to emerging industry standards and other technological changes.

Our product and pricing strategies may not be successful. If our competitors introduce new products and
pricing strategies, it could decrease our product sales and market share, or could pressure us to reduce our
product prices in a manner that reduces our margins.

Demand for our products and services may be sensitive to product and pricing changes we implement, and
our product and pricing strategies may not be accepted by the market. If our customers fail to accept our product
and pricing strategies, our revenues, results of operations and business may suffer. In addition, we may not be
able to compete successfully against our competitors, and this inability could impair our capacity to sell our
products. The market for our solutions is intensely competitive and is constantly changing, and we expect
competition to persist and intensify. Our regional and global competitors vary in size and in the scope of the
products and services they offer, and include:

•

in-house analytic and systems developers;

neural network developers and artificial intelligence system builders;

fraud and compliance solutions providers;

scoring model builders;

providers of credit reports and credit scores;

software companies supplying predictive analytic modeling, rules, or analytic development tools;

entity resolution and social network analysis solutions providers;

providers of customer engagement and risk management solutions;

providers of account/workflow management software;

business process management and decision rules management providers;

enterprise resource planning and customer relationship management solutions providers;

business intelligence solutions providers;

providers of automated application processing services; and

third-party professional services and consulting organizations.

We expect to experience additional competition from other established and emerging companies. This could

include customers of ours that develop their own scoring models or other products, and as a result no longer
purchase or reduce their purchases from us. We also expect to experience competition from other technologies.
For example, certain of our fraud solutions products compete against other methods of preventing payment card

fraud, such as payment cards that contain the cardholder’s photograph; smart cards; cardholder verification and
authentication solutions; biometric measures on devices including fingerprint and face matching; and other card
authorization techniques and user verification techniques.

Many of our existing and anticipated competitors have greater financial, technical, marketing, professional
services and other resources than we do, and industry consolidation is creating even larger competitors in many
of our markets. As a result, our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements. They may also be able to devote greater resources than we
can to develop, promote and sell their products. Many of these companies have extensive customer relationships,
including relationships with many of our current and potential customers. Furthermore, new competitors or
alliances among competitors may emerge and rapidly gain significant market share. For example, Experian,
TransUnion and Equifax have formed an alliance that has developed a credit scoring product competitive with
our products. If we are unable to respond as quickly or effectively to changes in customer requirements as our
competition, our ability to expand our business and sell our products will be negatively affected.

Our competitors may be able to sell products competitive to ours at lower prices individually or as part of

integrated suites of several related products. This ability may cause our customers to purchase products that
directly compete with our products from our competitors. Price reductions by our competitors could negatively
impact our margins and could also harm our ability to obtain new long-term contracts and renewals of existing
long-term contracts on favorable terms.

We rely on relationships with third parties for marketing, distribution and certain services. If we experience
difficulties in these relationships, including competition from these third parties, our future revenues may
be adversely affected.

Many of our products rely on distributors, and we intend to continue to market and distribute our products

through existing and future distributor relationships. Our Scores segment relies on, among others, Experian,
TransUnion and Equifax. Failure of our existing and future distributors to generate significant revenues or
otherwise perform their expected services or functions, demands by such distributors to change the terms on
which they offer our products, or our failure to establish additional distribution or sales and marketing alliances,
could have a material adverse effect on our business, operating results and financial condition. In addition,
certain of our distributors presently compete with us and may compete with us in the future, either by developing
competitive products themselves or by distributing competitive offerings. For example, Experian, TransUnion
and Equifax have developed a credit scoring product to compete directly with our products and are collectively
selling the product. Competition from distributors or other sales and marketing partners could significantly harm
sales of our products and services.

Our reengineering efforts may cause our growth prospects and profitability to suffer.

As part of our management approach, we pursue ongoing reengineering efforts designed to grow revenues

through strategic resource allocation and improve profitability through cost reductions. For example, in
September 2020, we implemented a course of action designed to reduce our operating costs in lower value, less
strategic areas of our business in order to facilitate incremental investment in higher value, more strategic areas
while also reducing our facilities footprint in light of anticipated post-pandemic workforce patterns. In September
2021, we further reduced our operating costs primarily through a reduction of headcount. In addition, we have
implemented a Remote Work Policy which allows a portion of our workforce to partially or fully work from
home. These and other reengineering efforts may not be successful over the long term should we fail to reduce
expenses at the anticipated level, should we fail to increase revenues to anticipated levels or at all, or should
productivity decline or employees’ ability to collaborate fall as a result of the Remote Work Policy. If our
reengineering efforts are not successful over the long term, our revenues, results of operations and business may
suffer.

There can be no assurance that strategic divestitures will provide business benefits.

As part of our strategy, we continuously evaluate our portfolio of businesses. We have previously and may

in the future make other changes to our portfolio as well, which may be material. Divestitures involve risks,
including:

•

disruption of our operations or businesses;

reductions of our revenues or earnings per share;

difficulties in the separation of operations, services, products and personnel;

finding a suitable purchaser;

disposing of businesses or assets at a price or on terms that are less favorable than we had anticipated,
or with purchase price adjustments or the exclusion of assets or liabilities that must be divested,
managed or run off separately;

diversion of management’s attention from our other businesses;

the potential loss of key personnel;

adverse effects on relationships with our customers, suppliers or their businesses;

the erosion of employee morale or customer confidence; and

the retention of contingent liabilities related to the divested business.

If we do not successfully manage the risks associated with divestitures, our business, financial condition,
and results of operations could be adversely affected as the potential strategic benefits may not be realized or
may take longer to realize than expected.

Our acquisition activities may disrupt our ongoing business and may involve increased expenses, and we
may not realize the financial and strategic goals contemplated at the time of a transaction.

We have acquired and expect to continue to acquire companies, businesses, products, services and

technologies. Acquisitions involve significant risks and uncertainties, including:

•

our ongoing business may be disrupted and our management’s attention may be diverted by
acquisition, transition or integration activities;

an acquisition may not further our business strategy as we expected, we may not integrate acquired
operations or technology as successfully as we expected or we may overpay for our investments, or
otherwise not realize the expected return, which could adversely affect our business or operating
results;

• we may be unable to retain the key employees, customers and other business partners of the acquired

operation;

• we may have difficulties entering new markets where we have no or limited direct prior experience or

where competitors may have stronger market positions;

•

our operating results or financial condition may be adversely impacted by known or unknown claims or
liabilities we assume in an acquisition or that are imposed on us as a result of an acquisition, including
claims by government agencies or authorities, terminated employees, current or former customers,
former stockholders or other third parties;

• we could incur material charges in connection with the impairment of goodwill or other assets that we

acquire;

•

a company that we acquire may have experienced a security incident that it has yet to discover,
investigate and remediate which we might not be identify in a timely manner and which could spread
more broadly to other parts of our company during the integration effort;

• we may incur material charges as a result of acquisition costs, costs incurred in combining and/or
operating the acquired business, or liabilities assumed in the acquisition that are greater than
anticipated;

• we may not realize the anticipated increase in our revenues from an acquisition for a number of

reasons, including if a larger than predicted number of customers decline to renew their contracts, if we
are unable to incorporate the acquired technologies or products with our existing product lines in a
uniform manner, if we are unable to sell the acquired products to our customer base or if contract
models of an acquired company or changes in accounting treatment do not allow us to recognize
revenues on a timely basis;

•

our use of cash to pay for acquisitions may limit other potential uses of our cash, including stock
repurchases, dividend payments and retirement of outstanding indebtedness; and

to the extent we issue a significant amount of equity securities in connection with future acquisitions,
existing stockholders may be diluted and earnings per share may decrease.

Because acquisitions are inherently risky, our transactions may not be successful and may have a material
adverse effect on our business, results of operations, financial condition or cash flows. Acquisitions of businesses
having a significant presence outside the U.S. will increase our exposure to the risks of conducting operations in
international markets.

We will continue to rely upon proprietary technology rights, and if we are unable to protect them, our
business could be harmed.

Our success depends, in part, upon our proprietary technology and other intellectual property rights. To date,

we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws, and
nondisclosure and other contractual restrictions on copying and distribution, to protect our proprietary
technology. This protection of our proprietary technology is limited, and our proprietary technology could be
used by others without our consent. In addition, patents may not be issued with respect to our pending or future
patent applications, and our patents may not be upheld as valid or may not prevent the development of
competitive products. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could
negatively impact our competitive position, and ultimately, our business. There can be no assurance that our
protection of our intellectual property rights in the U.S. or abroad will be adequate or that others, including our
competitors, will not use our proprietary technology without our consent. Furthermore, litigation may be
necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and
scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of
resources and could harm our business, financial condition or results of operations.

Some of our technologies were developed under research projects conducted under agreements with various
U.S. government agencies or subcontractors. Although we have commercial rights to these technologies, the U.S.
government typically retains ownership of intellectual property rights and licenses in the technologies developed
by us under these contracts, and in some cases can terminate our rights in these technologies if we fail to
commercialize them on a timely basis. Under these contracts with the U.S. government, the results of research
may be made public by the government, limiting our competitive advantage with respect to future products based
on our research.

Operational Risks

If our cybersecurity measures are compromised or unauthorized access to customer or consumer data is
otherwise obtained, our products and services may be perceived as not being secure, customers may curtail
or cease their use of our products and services, our reputation may be damaged and we could incur
significant liabilities.

Because our business requires the storage, transmission and utilization of sensitive consumer and customer
information, we will continue to routinely be the target of attempted cybersecurity and other security threats by
outside third parties, including technically sophisticated and well-resourced bad actors attempting to access or
steal the data we store. Many of our products are provided by us through the Internet. We may be exposed to
additional cybersecurity threats as we migrate our data from our legacy systems to cloud-based solutions. We
operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or
deliberate attacks by third parties or insiders, which may involve exploiting highly obscure security
vulnerabilities or sophisticated attack methods. These threats include phishing attacks on our email systems and
other cyber-attacks, including state-sponsored cyber-attacks, industrial espionage, insider threats,
denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber
incidents. As a software and technology vendor, we may incorporate or distribute software or other materials
from third parties. Attacks or other threats to our supply chain for such software and materials may render us
unable to provide assurances of the origin of such software and materials, and could put us at risk of distributing
software or other materials that may cause harm to ourselves, our customers or other third parties.

Cybersecurity breaches could expose us to a risk of loss, the unauthorized disclosure of consumer or

customer information, significant litigation, regulatory fines, penalties, loss of customers or reputational damage,
indemnity obligations and other liability. If our cybersecurity measures are breached as a result of third-party
action, employee error, malfeasance or otherwise, and as a result, someone obtains unauthorized access to our
systems or to consumer or customer information, sensitive data may be accessed, stolen, disclosed or lost, our
reputation may be damaged, our business may suffer and we could incur significant liability. Because the
techniques used to obtain unauthorized access, disable or degrade service or to sabotage systems change
frequently and generally are not recognized until launched against a target, or even for some time after, we may
be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion
on a timely or effective basis. Because a successful breach of our computer systems, software, networks or other
technology asset could occur and persist for an extended period of time before being detected, we may not be
able to immediately address the consequences of a cybersecurity incident.

Malicious third parties may also conduct attacks designed to temporarily deny customers, distributors and

vendors access to our systems and services. Cybersecurity breaches experienced by our vendors, by our
distributors, by our customers, by companies that we acquire, or by us may trigger governmental notice
requirements and public disclosures, which may lead to widespread negative publicity. Any such cybersecurity
breach, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of
our security measures, negatively impact our ability to attract new customers, cause existing customers to curtail
or cease their use of our products and services, cause regulatory or industry changes that impact our products and
services, or subject us to third-party lawsuits, regulatory fines or other action or liability, all of which could
materially and adversely affect our business and operating results. In addition, the COVID-19 pandemic may
cause increased cybersecurity risk, as cybercriminals attempt to capitalize from the disruption, including remote
working arrangements.

If we experience business interruptions or failure of our information technology and communication
systems, the availability of our products and services could be interrupted which could adversely affect our
reputation, business and financial condition.

Our ability to provide reliable service in our businesses depends on the efficient and uninterrupted operation

of our data centers, information technology and communication systems, and increasingly those of our external

service providers, including Amazon Web Services. As we continue to grow our SaaS business, our dependency
on the continuing operation and availability of these systems increases. Our systems and data centers, and those
of our external service providers, could be exposed to damage or interruption. These interruptions can include
software or hardware malfunctions, communication failures, outages or other failures of third-party environments
or service providers, fires, floods, earthquakes, pandemics (including the COVID-19 pandemic), war, terrorist
acts or civil unrest, power losses, equipment failures, computer viruses, denial-of-service or other cybersecurity
attacks, employee or insider malfeasance, human error and other events beyond our control. Although we have
taken steps to prevent system failures and we have installed back-up systems and procedures to prevent or reduce
disruption, such steps may not be sufficient to prevent an interruption of services and our disaster recovery
planning may not account for all eventualities.

An operational failure or outage in any of these systems, or damage to or destruction of these systems,

which causes disruptions in our services, could result in loss of customers, damage to customer relationships,
reduced revenues and profits, refunds of customer charges and damage to our brand and reputation and may
require us to incur substantial additional expense to repair or replace damaged equipment and recover data loss
caused by the interruption. Any one or more of the foregoing occurrences could have a material adverse effect on
our reputation, business, financial condition, cash flows and results of operations.

The failure to recruit and retain additional qualified personnel could hinder our ability to successfully
manage our business.

Our business strategy and our future success will depend in large part on our ability to attract and retain

experienced sales, consulting, research and development, marketing, technical support and management
personnel. The complexity of our products requires highly trained personnel for research and development and to
assist customers with product installation, deployment, maintenance and support. The labor market for these
individuals is very competitive due to the limited number of people available with the necessary technical skills
and understanding and may become more competitive with general market and economic improvement. We
cannot be certain that our compensation strategies will be perceived as competitive by current or prospective
employees. This could impair our ability to recruit and retain personnel. We have experienced difficulty in
recruiting qualified personnel, especially technical, sales and consulting personnel, and we may need additional
staff to support new customers and/or increased customer needs. We may also recruit skilled technical
professionals from other countries to work in the U.S., and from the U.S. and other countries to work abroad.
Limitations imposed by immigration laws in the U.S. and abroad and the availability of visas in the countries
where we do business could hinder our ability to attract necessary qualified personnel and harm our business and
future operating results. There is a risk that even if we invest significant resources in attempting to attract, train
and retain qualified personnel, we will not succeed in our efforts, and our business could be harmed. The failure
of the value of our stock to appreciate may adversely affect our ability to use equity and equity-based incentive
plans to attract and retain personnel, and may require us to use alternative and more expensive forms of
compensation for this purpose.

The failure to obtain certain forms of model construction data from our customers or others could harm
our business.

Our business requires that we develop or obtain a reliable source of sufficient amounts of current and
statistically relevant data to analyze transactions and update our products. In most cases, these data must be
periodically updated and refreshed to enable our products to continue to work effectively in a changing
environment. We do not own or control much of the data that we require, most of which is collected privately
and maintained in proprietary databases. Customers and key business partners provide us with the data we
require to analyze transactions, report results and build new models. Our business strategy depends in part upon
our ability to access new forms of data to develop custom and proprietary analytic tools. If we fail to maintain
sufficient data sourcing relationships with our customers and business partners, or if they decline to provide such
data due to privacy, security, competition or regulatory concerns, prohibitions or a lack of permission from their

customers or partners, we could lose access to required data and our products, and the development of new
products, might become less effective. We could also become subject to increased legislative, regulatory or
judicial restrictions or mandates on the collection, disclosure, transfer or use of such data, in particular if such
data is not collected by our providers in a way that allows us to legally use the data. Third parties have asserted
copyright and other intellectual property interests in these data, and these assertions, if successful, could prevent
us from using these data. We may not be successful in maintaining our relationships with these external data
source providers or in continuing to obtain data from them on acceptable terms or at all. Any interruption of our
supply of data could seriously harm our business, financial condition or results of operations.

Global Operational Risks

Material adverse developments in global economic conditions, or the occurrence of certain other world
events, could affect demand for our products and services and harm our business.

Purchases of technology products and services and decisioning solutions are subject to adverse economic
conditions. When an economy is struggling, companies in many industries delay or reduce technology purchases,
and we experience softened demand for our decisioning solutions and other products and services. Global
economic uncertainty in the past, and currently as a result of the COVID-19 pandemic, has produced substantial
stress, volatility, illiquidity and disruption of global credit and other financial markets. The COVID-19 pandemic
has adversely affected the global economy, leading to reduced consumer spending and lending activities and
disruptions and volatility in the global capital markets. The pandemic has also caused shutdowns to businesses
and cities worldwide and has disrupted supply chains, business operations, travel, and consumer confidence.

Economic uncertainty has and could continue to negatively affect the businesses and purchasing decisions

of companies in the industries we serve. Such disruptions present considerable risks to our businesses and
operations. As global economic conditions experience stress and negative volatility, or if there is an escalation in
regional or global conflicts or terrorism, we will likely experience reductions in the number of available
customers and in capital expenditures by our remaining customers, longer sales cycles, deferral or delay of
purchase commitments for our products and increased price competition, which may adversely affect our
business, results of operations and liquidity.

We are subject to risks and uncertainties associated with the United Kingdom’s withdrawal from the

European Union (“E.U.”), commonly referred to as “Brexit,” including implications for the free flow of labor and
goods in the United Kingdom (“U.K.”) and the E.U. and other economic, financial, legal, tax and trade
implications. The post-Brexit relationship between the U.K. and the E.U. continues to evolve, which could cause
disruptions to and create uncertainty surrounding our business in the U.K., including affecting our relationships
with our existing and future customers, suppliers and employees, and could contribute to long-term instability in
financial, stock and currency exchange markets, any of which could have an adverse effect on our business,
financial results and operations. Further, any continuing legal or economic disruptions resulting from Brexit may
negatively impact our clients with operations in the U.K., which may cause them to reduce their spending budget
on our products and services.

As a result of these conditions, risks and uncertainties, we may need to modify our strategies, businesses or
operations, and we may incur additional costs in order to compete in a changed business environment. Given the
volatile nature of the global economic environment and the uncertainties underlying efforts to stabilize it, we
may not timely anticipate or manage existing, new or additional risks, as well as contingencies or developments,
which may include regulatory developments and trends in new products and services. Our failure to do so could
materially and adversely affect our business, financial condition, results of operations and prospects.

In operations outside the U.S., we are subject to additional risks that may harm our business, financial
condition or results of operations.

A large portion of our revenues is derived from international sales. During fiscal 2021, 28% of our revenues

were derived from business outside the U.S. As part of our growth strategy, we plan to continue to pursue

opportunities outside the U.S., including opportunities in countries with economic systems that are in early stages
of development and that may not mature sufficiently to result in growth for our business. Accordingly, our future
operating results could be negatively affected by a variety of factors arising out of international commerce, some
of which are beyond our control. These factors include:

•

general economic and political conditions in countries where we sell our products and services;

difficulty in staffing and efficiently managing our operations in multiple geographic locations and in
various countries;

effects of a variety of foreign laws and regulations, including restrictions on access to personal
information;

data privacy and consumer protection laws and regulations;

import and export licensing requirements;

longer payment cycles;

difficulties in enforcing contracts and collecting accounts receivable;

reduced protection for intellectual property rights;

currency fluctuations;

unfavorable tax rules or changes in tariffs and other trade barriers;

the presence and acceptance of varying levels of business corruption in international markets;

terrorism, war, natural disasters and pandemics, including the COVID-19 pandemic; and

difficulties and delays in translating products and related documentation into foreign languages.

There can be no assurance that we will be able to successfully address each of these challenges.

Additionally, some of our business will be conducted in currencies other than the U.S. dollar. Foreign currency
transaction gains and losses are not currently material to our cash flows, financial position or results of
operations. However, an increase in our foreign revenues could subject us to increased foreign currency
transaction risks in the future.

In addition to the risk of depending on international sales, we have risks incurred in having research and
development personnel located in various international locations. We currently have a substantial portion of our
product development staff in international locations, some of which have political and developmental risks. If
such risks materialize, our business could be damaged.

Legal, Regulatory and Compliance Risks

Laws and regulations in the U.S. and abroad that apply to us or to our customers may expose us to liability,
cause us to incur significant expense, affect our ability to compete in certain markets, limit the profitability
of or demand for our products, or render our products obsolete. If these laws and regulations require us to
change our products and services, it could adversely affect our business and results of operations. New
legislation or regulations, or changes to existing laws and regulations, may also negatively impact our
business and increase our costs of doing business.

Laws and governmental regulation affect how our business is conducted and, in some cases, subject us to
the possibility of government supervision and future lawsuits arising from our products and services. Laws and
governmental regulations also influence our current and prospective customers’ activities, as well as their
expectations and needs in relation to our products and services. Laws and regulations that may affect our

business and our current and prospective customers’ activities include, but are not limited to, those in the
following significant regulatory areas:

•

Privacy and security laws and regulations that limit the use and disclosure of personally identifiable
information, require security procedures, or otherwise apply to the collection, processing, storage, use
and transfer of protected data (e.g., the U.S. Financial Services Modernization Act of 1999, also known
as the Gramm Leach Bliley Act; the General Data Protection Regulation (the “GDPR”) and country-
specific data protection laws enacted to supplement the GDPR; and identity theft, file freezing, security
breach notification and similar state privacy laws);

• Laws and regulations relating to the privacy, security and transmission of individually identifiable
health information, including the Health Insurance Portability and Accountability Act of 1996, as
amended by the American Recovery and Reinvestment Act of 2009 (“HIPAA”) and the Health
Information Technology for Economic and Clinical Health Act (“HITECH”) and their respective
implementing regulations;

•

Financial regulatory reform stemming from the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the many regulations mandated by that Act, including regulations issued by, and the
supervisory and investigative authority of, the Consumer Financial Protection Bureau;

• The application or extension of consumer protection laws, including implementing regulations (e.g.,

the Consumer Financial Protection Act, the Federal Trade Commission Act, the Truth In Lending Act
and Regulation Z, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the
Military Lending Act, and the Credit Repair Organizations Act);

• Use of data by creditors and consumer reporting agencies (e.g., the U.S. Fair Credit Reporting Act and

similar state laws);

•

Special requirements that may apply when we provide services directly or indirectly to U.S. federal,
state and local government agencies (e.g., the Privacy Act of 1974, the Internal Revenue Service’s
Publication 4812 and the Federal Acquisition Regulation);

• Laws and regulations that limit the use of credit scoring models (e.g., state “mortgage trigger” or

“inquiries” laws, state insurance restrictions on the use of credit-based insurance scores, and the E.U.
Consumer Credit Directive);

•

Fair lending laws (e.g., the Equal Credit Opportunity Act and Regulation B, and the Fair Housing Act);

• Laws and regulations related to extension of credit to consumers through the Electronic Fund Transfers

Act and Regulation E, as well as non-governmental VISA and MasterCard electronic payment
standards;

• Laws and regulations applicable to secondary market participants (e.g., Fannie Mae and Freddie Mac)

that could have an impact on our scoring products and revenues, including 12 CFR Part 1254
(Validation and Approval of Credit Score Models) issued by the Federal Housing Finance Agency in
accordance with Section 310 of the Economic Growth, Regulatory Relief, and Consumer Protection
Act (Public Law 115-174), and any regulations, standards or criteria established pursuant to such laws
or regulations;

• Laws and regulations applicable to our customer communication clients and their use of our products

and services (e.g., the Telemarketing Sales Rule, Telephone Consumer Protection Act, the CAN-SPAM
Act, the Fair Debt Collection Practices Act, and regulations promulgated thereunder);

• Laws and regulations applicable to our insurance clients and their use of our insurance products and

services;

• Laws and regulations governing the use of the Internet and social media, telemarketing, advertising,

endorsements and testimonials;

• Anti-money laundering laws and regulations (e.g., the Bank Secrecy Act and the USA PATRIOT Act);

• Anti-bribery and corruption laws and regulations (e.g., the Foreign Corrupt Practices Act and the UK

Bribery Act 2010);

•

Financial regulatory standards (e.g., Sarbanes-Oxley Act requirements to maintain and verify internal
process controls, including controls for material event awareness and notification); and

• Regulatory requirements for managing third parties (e.g., vendors, contractors, suppliers and

distributors).

In addition, many U.S. and foreign jurisdictions have passed, or are currently contemplating, a variety of
consumer protection, privacy, and data security laws and regulations that may relate to our business or affect the
demand for our products and services. For example, the U.K and E.U. GDPR impose, among other things, strict
obligations and restrictions on the ability to collect, analyze and transfer U.K. and E.U. personal data, a
requirement for prompt notice of data breaches in certain circumstances, and possible substantial fines for any
violations (including possible fines for certain violations of up to the greater of 20 million Euros or 4% of total
worldwide annual revenue under the E.U. GDPR and up to the greater of 17.5 million Pounds or 4% of annual
global turnover under the U.K. GDPR). A decision in July 2020 by the Court of Justice of the European Union
(i.e., Schrems II), called into question certain data transfer mechanisms between the E.U. and the U.S. In June
2021, the European Commission issued new standard contractual clauses (“SCCs”) governing cross-border data
transfers and data exchanges among controllers and processors, which reflect more recent data protection laws,
such as the GDPR, and account for the analysis in the Schrems II decision. Our transition to the new SCCs,
which may involve interpretive issues and may have an adverse impact on cross-border transfers of personal
data, may subject us to additional scrutiny from E.U. regulators or may increase our costs of compliance.

Brazil, India, South Africa, Japan, China, Israel, Canada, and several other countries have introduced and, in

some cases, enacted, similar privacy and data security laws.

The California Consumer Privacy Act of 2018 (“CCPA”) gives California residents certain privacy rights in

The costs and other burdens of compliance with privacy and data security laws and regulations could
negatively impact the use and adoption of our solutions and reduce overall demand for them. Additionally,
concerns regarding data privacy may cause our customers, or their customers and potential customers, to resist
providing the data necessary to allow us to deliver our solutions effectively. Even the perception that the privacy
of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit
sales of our solutions and any failure to comply with such laws and regulations could lead to significant fines,
penalties or other liabilities. Any such decrease in demand or incurred fines, penalties or other liabilities could
have a material adverse effect on our business, results of operations, and financial condition.

In addition to existing laws and regulations, changes in the U.S. or foreign legislative, judicial, regulatory or

consumer environments could harm our business, financial condition or results of operations. The laws and

regulations above, and changes to them or their interpretation by the courts, could affect the demand for or
profitability of our products, including scoring and consumer products. New laws and regulations pertaining to
our customers could cause them to pursue new strategies, reducing the demand for our products.

If we are subject to infringement claims, it could harm our business.

We expect that products in the industry segments in which we compete, including software products, will
increasingly be subject to claims of patent and other intellectual property infringement as the number of products
and competitors in our industry segments grow. We may need to defend claims that our products infringe
intellectual property rights, and as a result we may:

•

incur significant defense costs or substantial damages;

be required to cease the use or sale of infringing products;

expend significant resources to develop or license a substitute non-infringing technology;

discontinue the use of some technology; or

be required to obtain a license under the intellectual property rights of the third-party claiming
infringement, which license may not be available or might require substantial royalties or license fees
that would reduce our margins.

Moreover, in recent years, individuals and groups that are non-practicing entities, commonly referred to as
“patent trolls,” have purchased patents and other intellectual property assets for the purpose of making claims of
infringement in order to extract settlements. From time to time, we may receive threatening letters or notices or
may be the subject of claims that our solutions and underlying technology infringe or violate the intellectual
property rights of others. Responding to such claims, regardless of their merit, can be time consuming, costly to
defend in litigation, divert management’s attention and resources, damage our reputation and brand, and cause us
to incur significant expenses.

Financial Risks

Our products have long and variable sales cycles. If we do not accurately predict these cycles, we may not
forecast our financial results accurately, and our stock price could be adversely affected.

We experience difficulty in forecasting our revenues accurately because the length of our sales cycles makes

it difficult for us to predict the quarter in which sales will occur. In addition, our selling approach is complex as
we look to sell multiple products and services across our customers’ organizations. This makes forecasting of
revenues in any given period more difficult. For example, the sales cycle of our products can extend to greater
than a year and as a result, revenues and operating results may vary significantly from period to period.
Customers are often cautious in making decisions to acquire our products because purchasing our products
typically involves a significant commitment of capital and may involve shifts by the customer to a new software
and/or hardware platform or changes in the customer’s operational procedures. This may cause customers,
particularly those experiencing financial stress, to make purchasing decisions more cautiously. Delays in
completing sales can arise while customers complete their internal procedures to approve large capital
expenditures and test and accept our applications. Consequently, we face difficulty predicting the quarter in
which sales to expected customers will occur and experience fluctuations in our revenues and operating results. If
we are unable to accurately forecast our revenues, our stock price could be adversely affected.

We typically have revenue-generating transactions concentrated in the final weeks of a quarter, which may
prevent accurate forecasting of our financial results and cause our stock price to decline.

Large portions of our customer agreements are consummated in the weeks immediately preceding quarter

end. Before these agreements are consummated, we create and rely on forecasted revenues for planning,

modeling and earnings guidance. Forecasts, however, are only estimates and actual results may vary for a
particular quarter or longer periods of time. Consequently, significant discrepancies between actual and
forecasted results could limit our ability to plan, budget or provide accurate guidance, which could adversely
affect our stock price. Any publicly-stated revenue or earnings projections are subject to this risk.

Our financial results and key metrics fluctuate within each quarter and from quarter to quarter, making
our future revenue, annual recurring revenue (“ARR”), and financial results difficult to predict, which may
cause us to miss analyst expectations and may cause the price of our common stock to decline.

Our quarterly financial results and key metrics have fluctuated in the past and will continue to do so in the

future, and therefore period-to-period comparisons should not be relied upon as an indication of future
performance. These fluctuations could cause our stock price to change significantly or experience declines. We
also may provide investors with quarterly and annual financial forward-looking guidance that could prove to be
inaccurate as a result of these fluctuations and other factors. In addition to the other risks described in these risk
factors, some of the factors that could cause our financial results and key metrics to fluctuate include:

•

variability in demand from our existing customers;

failure to meet the expectations of market analysts;

changes in recommendations by market analysts;

the lengthy and variable sales cycle of many products, combined with the relatively large size of orders
for our products, increases the likelihood of short-term fluctuation in revenues;

consumer or customer dissatisfaction with, or problems caused by, the performance of our products;

the timing of new product announcements and introductions in comparison with our competitors;

the level of our operating expenses;

changes in demand and competitive and other conditions in the consumer credit, banking and insurance
industries;

fluctuations in domestic and international economic conditions, such as those which have occurred as a
result of the COVID-19 pandemic;

our ability to complete large installations, and to adopt and configure cloud-based deployments, on
schedule and within budget;

announcements relating to litigation or regulatory matters;

changes in senior management or key personnel;

acquisition-related expenses and charges; and

timing of orders for and deliveries of software systems.

Our operating expenses are based in part on our expectations for future revenue and many are fixed and
cannot be quickly adjusted as revenue changes. Accordingly, any revenue shortfall below expectations has had,
and in the future could have, an immediate and significant adverse effect on our operating results and
profitability. Greater than anticipated expenses or a failure to maintain rigorous cost controls would also
negatively affect profitability.

General Risk Factors

Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, or
may decline, regardless of our operating performance.

Our stock price has been subject to fluctuations due to a number of factors, including variations in our

revenues and operating results. The financial markets have at various times experienced significant price and

volume fluctuations that have particularly affected the stock prices of many technology companies and financial
services companies, and these fluctuations sometimes have been unrelated to the operating performance of these
companies. Broad market fluctuations, as well as industry-specific and general economic conditions, may
negatively affect our business and require us to record an impairment charge related to goodwill, which could
adversely affect our results of operations, stock price and business.

Our anti-takeover defenses could make it difficult for another company to acquire control of FICO, thereby
limiting the demand for our securities by certain types of purchasers or the price investors are willing to pay
for our stock.

Certain provisions of our Restated Certificate of Incorporation, as amended, could make a merger, tender

offer or proxy contest involving us difficult, even if such events would be beneficial to the interests of our
stockholders. These provisions include giving our board the ability to issue preferred stock and determine the
rights and designations of the preferred stock at any time without stockholder approval. The rights of the holders
of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could have the effect of making it more
difficult for a third-party to acquire, or discouraging a third-party from acquiring, a majority of our outstanding
voting stock. These factors and certain provisions of the Delaware General Corporation Law may have the effect
of deterring hostile takeovers or otherwise delaying or preventing changes in control or changes in our
management, including transactions in which our stockholders might otherwise receive a premium over the fair
market value of our common stock.

If we experience changes in tax laws or adverse outcomes resulting from examination of our income tax
returns, it could adversely affect our results of operations.

We are subject to federal and state income taxes in the U.S. and in certain foreign jurisdictions. Significant

judgment is required in determining our worldwide provision for income taxes. Our future effective tax rates
could be adversely affected by changes in tax laws (including any changes that result from the comprehensive
corporate tax reform proposed by the current administration), by our ability to generate taxable income in foreign
jurisdictions in order to utilize foreign tax losses, and by the valuation of our deferred tax assets. In addition, we
are subject to the examination of our income tax returns by the Internal Revenue Service and other tax
authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to
determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from
such examinations will not have an adverse effect on our operating results and financial condition.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Company’s headquarters are located in Bozeman, Montana. As of September 30, 2021, the Company

leased office facilities in geographically dispersed locations primarily for corporate functions, sales, research and
development, data centers and other purposes. The Company believes its existing facilities, which are used by
both reportable segments, are in good operating condition and are suitable to meet operating needs.

Item 3. Legal Proceedings

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Market Information

Our common stock trades on the New York Stock Exchange under the symbol: FICO. According to records

of our transfer agent, at October 29, 2021, we had 301 stockholders of record of our common stock.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Issuer Purchases of Equity Securities

Period

Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs (2)

Total Number
of Shares
Purchased (1)

Average
Price Paid
per Share

July 1, 2021 through July 31, 2021
August 1, 2021 through August 31, 2021
September 1, 2021 through September 30, 2021

1,373
689,649
160,256

$528.56
$448.14
$437.29

—
685,420
160,000

Maximum Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs (2)

$221,344,762
$243,139,026
$173,176,417

Total

851,278

$446.23

845,420

$173,176,417

(1)

(2)

Includes 5,858 shares delivered in satisfaction of the tax withholding obligations resulting from the vesting
of restricted stock units held by employees during the quarter ended September 30, 2021.
In March 2021, our Board of Directors approved a stock repurchase program following the completion of
our previous program. This program was open-ended and authorized repurchases of shares of our common
stock up to an aggregate cost of $500.0 million in the open market or in negotiated transactions. As part of
the broader share repurchase program, we entered into the accelerated share repurchase agreement (“ASR
Agreement”) with a financial institution in June 2021 to repurchase $200.0 million of our common stock.
Pursuant to the ASR Agreement, we paid $200.0 million to the financial institution and received an initial
delivery of 319,400 shares of common stock, which approximated 80% of the total number of expected
shares to be repurchased under the ASR Agreement. In August 2021, we settled the ASR Agreement and
received 70,127 additional shares. In total, 389,527 shares were repurchased under the ASR Agreement. In
August 2021, our Board of Directors approved a new stock repurchase program following the termination of
the March 2021 program. This new program is open-ended and authorizes repurchases of shares of our
common stock up to an aggregate cost of $500.0 million in the open market or in negotiated transactions. In
August 2021, we entered into a stock repurchase agreement with an institutional shareholder, pursuant to
which we repurchased 515,293 shares of our common stock for $225.0 million.

Performance Graph

The following graph shows the total stockholder return of an investment of $100 in cash on September 30,

2016, in (a) the Company’s common stock, (b) the Standard & Poor’s 500 Stock Index and (c) the Standard &
Poor’s 500 Application Software Index, in each case with reinvestment of dividends. Our past performance may
not be indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among FICO, the S&P 500 Index
and the S&P Application Software Index

$500

$400

$300

$200

$100

9/16

9/17

9/18

9/19

9/20

9/21

FICO

S&P 500

S&P Application Software

*$100 invested on 9/30/16 in stock or index, including reinvestment of dividends.
Fiscal year ending September 30.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)
includes the following: a business overview that provides a high-level summary of our strategies and initiatives,
highlights from fiscal year 2021 and key performance metrics for our Software segment; a more detailed analysis
of our results of operations; our capital resources and liquidity, which discusses key aspects of our statements of
cash flows, changes in our balance sheets and our financial commitments; and a summary of our critical
accounting policies and estimates we believe are important to understanding the assumptions and judgments
incorporated in our reported financial results. Our MD&A should be read in conjunction with Item 8, Financial
Statements and Supplementary Data, of this Annual Report on Form 10-K. The following discussion contains
forward-looking statements that are subject to risks and uncertainties. Actual results may differ from those
referred to herein due to a number of factors, including but not limited to risks described in Item 1A, Risk
Factors, in this Annual Report on Form 10-K.

BUSINESS OVERVIEW

Strategies and Initiatives

In fiscal 2021, our B2B scoring solutions, including the flagship FICO® Score, continued to be the standard

measure of consumer credit risk in the U.S. In January 2020 we introduced our most predictive scores, FICO®
Score 10 and 10T. We also created the FICO® Resilience Index, a complement to FICO Scores that identifies
consumers who are more resilient to economic stress relative to other consumers within the same FICO Score
bands. We continued to develop scores that use alternative data to enhance conventional credit bureau data and
generate scores for otherwise un-scorable consumers.

During fiscal 2021, we continued to advance our platform-first, cloud delivered strategy in our Software
segment. This led us to exit less strategic areas of our business in order to facilitate incremental investment in
higher value, more strategic areas. As part of this process, we divested the non-platform-based Collections and
Recovery (“C&R”) business, sold all assets related to our cyber risk score operations, and sold certain assets
related to our Software operations to an affiliated joint venture in China.

During fiscal 2020, we changed our business practice of selling term software licenses with separate license

and maintenance components to a single software subscription contract with license and maintenance bundled.
This transition was substantially completed by the end of the first quarter of our fiscal 2021. The timing of our
revenue recognition on these subscription sales changed, resulting in less revenue recognized upfront and more
revenue recognized over the term of these subscriptions. This change led to a negative impact of our revenue
recognized from term software licenses in our fiscal 2021 but does not affect total revenue recognized over the
life of a contract. In addition, this change does not negatively impact our cash flows.

We also continue to enhance stockholder value by returning cash to stockholders through our stock

repurchase programs. In June 2021, following the divestiture of our C&R business, we entered into an
accelerated share repurchase agreement (“ASR Agreement”) to repurchase $200.0 million of our common stock.
In August 2021, we entered into a stock repurchase agreement with an institutional shareholder pursuant to which
we repurchased $225.0 million of our common stock. We also repurchased shares in other open market
transactions under our stock repurchase programs. During fiscal 2021, we repurchased 1.9 million shares at a
total repurchase price of $882.2 million. As of September 30, 2021, we had $173.2 million remaining under our
current stock repurchase program.

Due to the COVID-19 pandemic, we continue to conduct business with substantial modifications to
employee travel and work locations and also the virtualization of sales and marketing events. We expect these
modifications to remain in place throughout calendar year 2021, along with substantially modified interactions
with customers and suppliers, among other adjustments. As certain offices reopened due to the lifting of local
government restrictions and a small number of employees started returning to work locations on a limited basis

during fiscal 2021, we have maintained a “Voluntary Work-From-Home Policy” providing our people with
valued flexibility. While we have not experienced material disruptions to our operations from the COVID-19
pandemic, we are unable to predict the full impact that the COVID-19 pandemic will have on our operations and
future financial performance, including demand for our offerings, impact to our customers and partners, actions
that may be taken by governmental authorities, and other factors identified in “Risk Factors” in Part I, Item 1A of
this Report.

Highlights from Fiscal Year 2021

• Total GAAP revenue was $1.32 billion during fiscal year 2021, a 2% increase from fiscal year 2020.

• Total revenue for our Scores segment was $654.1 million during fiscal year 2021, a 24% increase from

fiscal year 2020.

• Annual Recurring Revenue for our Software segment as of September 30, 2021 was $524.0 million, a

6% increase from September 30, 2020, excluding divestitures.

• Dollar-Based Net Retention Rate for our Software segment during the fourth quarter of fiscal 2021 was

106%, excluding divestitures.

• Cash and cash equivalents was $195.4 million as of September 30, 2021, compared with $157.4 million

as of September 30, 2020.

• Operating income, which included $100.1 million gains on product line asset sales and business

divestiture, was $505.5 million during fiscal year 2021, a 71% increase from fiscal 2020.

• Net income was $392.1 million during fiscal year 2021, a 66% increase from fiscal 2020.

• Cash flow from operations was $423.8 during fiscal year 2021, compared with $364.9 million

generated during the prior year.

• Total debt balance was $1.268 billion as of September 30, 2021, compared with $845 million as of

September 30, 2020.

•

$882.2 million was spent on share repurchases, compared with $235.2 million spent during the prior
year.

Key performance metrics for Software segment

Annual Contract Value Bookings (“ACV Bookings”)

Management regards ACV Bookings as an important indicator of future revenues, but they are not
comparable to, nor are they a substitute for, an analysis of, our revenues. We define ACV Bookings as the
average annualized value of software contracts signed in the current reporting period that generate current and
future on-premises and SaaS software revenue. We only include contracts with an initial term of at least 24
months and we exclude perpetual licenses and other revenues that are non-recurring in nature. For renewals of
existing software subscription contracts, we count only incremental annual revenue expected over the current
contract as ACV Bookings.

ACV Bookings is calculated by dividing the total expected contract value by the contract term in years. The

expected contract value equals the fixed amount — including guaranteed minimums — stated in the contract,
plus estimates of future usage-based fees. We develop estimates from discussions with our customers and
examinations of historical data from similar products and customer arrangements. Differences between estimates
and actual results occur due to variability in the estimated usage. This variability is primarily caused by the
economic trends in our customers’ industries; individual performance of our customers relative to their
competitors; and regulatory and other factors that affect the business environment in which our customers
operate.

We disclose estimated revenue expected to be recognized in the future related to remaining performance

obligations in Note 12 to the accompanying consolidated financial statements. However, we believe ACV
Bookings is a more meaningful measure of our business as it includes estimated revenues and future billings
excluded from Note 12, such as usage-based fees and guaranteed minimums derived from our on-premises
software licenses, among others.

The following table summarizes our ACV Bookings during the periods indicated:

Quarter Ended September 30, Year Ended September 30,

2021

2020

2021

2020

(In millions)

Total on-premises and SaaS software *

$25.8

$28.9

$62.8

$58.3

(*) During fiscal 2021, we sold all assets related to our cyber risk score operations, sold certain assets related to

our Software segment to an affiliated joint venture in China, and divested our C&R business. The amounts
above exclude these divested product lines and businesses for all periods presented.

Annual Recurring Revenue (“ARR”)

Accounting Standards Codification 606 requires us to recognize a significant portion of revenue from our
on-premises software subscriptions at the point in time when the software is first made available to the customer,
or at the beginning of the subscription term, despite the fact that our contracts typically call for billing these
amounts ratably over the life of the subscription. The remaining portion of our on-premises software subscription
revenue including maintenance and usage-based fees are recognized over the life of the contract. This
point-in-time recognition of a portion of our on-premises software subscription revenue creates significant
variability in the revenue recognized period to period based on the timing of the subscription start date and the
subscription term. Furthermore, this point-in-time revenue recognition can create a significant difference between
the timing of our revenue recognition and the actual customer billing under the contract. We use ARR to measure
the underlying performance of our subscription-based contracts and mitigate the impact of this variability. ARR
is defined as the annualized revenue run-rate of on-premises and SaaS software agreements within a quarterly
reporting period, and as such, is different from the timing and amount of revenue recognized. All components of
our software licensing and subscription arrangements that are not expected to recur (primarily perpetual licenses)
are excluded. We calculate ARR as the quarterly recurring revenue run-rate multiplied by four.

The following table summarizes our ARR at each of the dates presented:

December 31,
2019

March 31,
2020

June 30,
2020

September 30,
2020

December 31,
2020

March 31,
2021

June 30,
2021

September 30,
2021

(In millions)

$ 40.0
446.9

$ 41.1 $ 43.8
438.5
450.3

$ 47.7
443.6

$ 55.1
439.9

$ 60.2 $ 67.7
445.9
437.1

$ 75.2
448.8

ARR (*)
Platform (**)
Non-Platform

Total on-premises and

SaaS software

$486.9

$491.4 $482.3

$491.3

$495.0

$497.3 $513.6

$524.0

Percentage
Platform
Non-Platform

Total on-premises and

SaaS software

YoY Change
Platform
Non-Platform
Total on-premises and

SaaS software

8%
92%

9%
91%

10%
90%

11%
89%

12%
88%

13%
87%

14%
86%

100%

100% 100%

100%

100% 100%

100%

45%
2%

48%
5%

44%
(3)%

45%
(2)%

38%
(2)%

47%
(3)%

54%
2%

7% — %

58%
1%

(*) During fiscal 2021, we sold all assets related to our cyber risk score operations, sold certain assets related to

our Software segment to an affiliated joint venture in China, and divested our C&R business. The amounts
above exclude these divested product lines and businesses for all periods presented.

(**) The FICO platform software is a set of interoperable services which use software assets owned and/or

governed by FICO for building solutions and which conform to FICO architectural standards based on key
elements of Cloud Native Computing design principles. These standards encompass shared security context
and pre-integration using FICO standard application programming interfaces for all services.

Dollar-Based Net Retention Rate (“DBNRR”)

We consider DBNRR to be an important measure of our success in retaining and growing revenue from our
existing customers. To calculate DBNRR for any period, we compare the ARR at the end of the prior comparable
quarter (base ARR) to the ARR from that same cohort of customers at the end of the current quarter (retained
ARR); we then divide the retained ARR by the base ARR to arrive at the DBNRR. Our calculation includes the
positive impact among this cohort of customers of selling additional products, price increases and increases in
usage-based fees, and the negative impact of customer attrition, price decreases and decreases in usage-based
fees during the period. However, the calculation does not include the positive impact from sales to any customers
acquired during the period. Our DBNRR may increase or decrease from period to period as a result of various
factors, including the timing of new sales and customer renewal rates.

The following table summarizes our DBNRR for each of the periods presented:

December 31,
2019

March 31,
2020

June 30,
2020

September 30,
2020

December 31,
2020

March 31,
2021

June 30,
2021

September 30,
2021

Quarter Ended

110%
101%

112% 108%
95%
103%

116%
96%

123%
97%

130% 137%
96% 100%

143%
100%

DBNRR (*)
Platform
Non-Platform
Total on-premises and

SaaS software

103%

105%

98%

99%

100%

100% 105%

106%

(*) During fiscal 2021, we sold all assets related to our cyber risk score operations, sold certain assets related to

our Software segment to an affiliated joint venture in China, and divested our C&R business. The amounts
above exclude these divested product lines and businesses for all periods presented.

RESULTS OF OPERATIONS

We are organized into the following two reportable segments: Software and Scores. Although we sell

solutions and services into a large number of end user product and industry markets, our reportable business
segments reflect the primary method in which management organizes and evaluates internal financial
information to make operating decisions and assess performance.

During the fourth quarter of fiscal 2021, we reevaluated our operating segments to better align with how our

chief operating decision maker (“CODM”) evaluates performance and allocates resources, which resulted in a
change from three operating segments, Applications, Decision Management Software and Scores, to two
operating segments, Software and Scores, by merging Applications and Decision Management Software
segments into the new Software segment. As a result, we modified the presentation of our segment financial
information with retrospective application to all prior periods presented. In addition, effective beginning in the
fourth quarter of fiscal 2021, we changed the classification of revenue from transactional and maintenance,
professional services, and license to on-premises and SaaS software, professional services and scores on our
consolidated statements of income and comprehensive income, as well as our disclosures on disaggregation of

revenue, to better align with our business strategy. Previously reported amounts have been adjusted to conform to
the current presentation.

Segment revenues, operating income, and related financial information, including disaggregation of
revenue, for the years ended September 30, 2021, 2020 and 2019 are set forth in Note 12 and Note 18 to the
accompanying consolidated financial statements.

Revenues

The following tables set forth certain summary information on a segment basis related to our revenues for

fiscal 2021, 2020 and 2019:

Revenues
Year Ended September 30,

Period-to-Period Change

Period-to-Period
Percentage Change

2021

2020

2019

2021 to
2020

2020 to
2019

2021 to
2020

2020 to
2019

(In thousands)

$ 654,147 $ 528,547 $ 421,177 $ 125,600 $107,370
27,109

(103,626)

738,906

766,015

662,389

24% 25%
4%
(14)%

$1,316,536 $1,294,562 $1,160,083

21,974

134,479

2% 12%

Percentage of Revenues
Year Ended September 30,

2021

2020

2019

50%
50%

41%
59%

36%
64%

100% 100% 100%

Segment

Scores
Software

Total

Segment

Scores
Software

Total

Scores

Scores segment revenues increased $125.6 million in fiscal 2021 from 2020 due to an increase of

$64.6 million in our business-to-business scores revenue and $61.0 million in our business-to-consumer revenue.
The increase in business-to-business scores revenue was primarily attributable to a higher unit price across
several business-to-business offerings, as well as higher volumes. The increase in business-to-consumer revenue
was attributable to an increase in both royalties derived from scores sold indirectly to consumers through
consumer reporting agencies and direct sales generated from the myFICO.com website.

Scores segment revenues increased $107.4 million in fiscal 2020 from 2019 due to an increase of

$79.8 million in our business-to-business scores revenue and $27.6 million in our business-to-consumer revenue.
The increase in business-to-business scores was primarily attributable to an increase in mortgage volumes, a
higher unit price across several business-to-business offerings, a large royalty true-up as well as a large annual
license deal recognized during fiscal 2020. The increase was partially offset by a decrease in unsecured
originations volume. The increase in business-to-consumer revenue was attributable to an increase in both
royalties derived from scores sold indirectly to consumers through consumer reporting agencies and direct sales
generated from the myFICO.com website.

Revenues collectively generated by agreements with the three major consumer reporting agencies,

TransUnion, Equifax and Experian, accounted for 38%, 33% and 29% of our total revenues in fiscal 2021, 2020
and 2019, respectively, with all three consumer reporting agencies contributing more than 10% of our total
revenues in fiscal 2021, and Experian contributing more than 10% of our total revenues in fiscal 2020 and 2019.
Revenues from these customers included amounts recorded in our Software segment.

Software

On-premises and SaaS software
Professional services

Year Ended September 30,

2021

2020

2019

Period-to-Period
Change

Period-to-Period
Percentage Change

2021 to
2020

2020 to
2019

2021 to
2020

2020 to
2019

(In thousands)

$517,888 $584,576 $556,968 $ (66,688) $27,608
(499)
181,938
144,501

(36,938)

181,439

(11)%
5%
(20)% — %

Total

$662,389 $766,015 $738,906

(103,626) 27,109

(14)%

Year Ended September 30,

2021

2020

2019

Period-to-Period
Change

Period-to-Period
Percentage Change

2021 to
2020

2020 to
2019

2021 to
2020

2020 to
2019

(In thousands)

Software recognized at a point time (1)
Software recognized over contract term (2)

$ 59,024 $127,666 $111,308 $(68,642) $16,358
458,864

456,910

445,660

1,954

11,250 — %

(54)% 15%
3%

Total

$517,888 $584,576 $556,968 $(66,688) 27,608

(11)%

(1)

(2)

Includes license portion of our on-premises subscription software and perpetual license, both of which are
recognized when the software is made available to the customer, or at the start of the subscription.
Includes maintenance portion and usage-based fees of our on-premises subscription software, maintenance
revenue on perpetual licenses, as well as SaaS revenue.

Software segment revenues decreased $103.6 million in fiscal 2021 from 2020 due to a $66.7 million
decrease in on-premises and SaaS software revenue and a $36.9 million decrease in services revenue. The
decrease in on-premises and SaaS software revenue was attributable to a $68.6 million decrease in revenue
recognized at a point in time, partially offset by a $1.9 million increase in revenue recognized over time. The
decrease in point-in-time recognition was primarily attributable to the shift in the timing of revenue recognition
on our term license subscription sales as a result of changing our business practice of selling term licenses with
separate license and maintenance components to a single software subscription contract with license and
maintenance bundled, as well as a decrease in the number and size of term license deals signed or renewed
during fiscal 2021. The increase in over-time recognition was primarily attributable to an increase in SaaS
subscription revenue, partially offset by the divestiture of our C&R business in June 2021. The decrease in
services revenue was primarily due to our recent strategic shift to emphasize software over services, as well as
the divestiture of our C&R business. In total, $21.7 million of the year-over-year decrease in our Software
segment revenue was attributable to the divestiture of our C&R business.

Software segment revenues increased $27.1 million in fiscal 2020 from 2019 primarily attributable to a

$27.6 million increase in on-premises and SaaS software revenue, comprised of a $16.4 million increase in
license portion of our on-premises subscription software and perpetual license revenue recognized at a point in
time, and a $11.3 million increase in revenue recognized over time, primarily attributable to an increase in SaaS
subscription revenue.

Operating Expenses and Other Income, Net

The following tables set forth certain summary information related to our consolidated statements of income

and comprehensive income for fiscal 2021, 2020 and 2019:

Year Ended September 30,

Period-to-Period Change

Period-to-Period
Percentage Change

2021

2020

2019

2021 to
2020

2020 to
2019

2021 to
2020

2020 to
2019

(In thousands, except employees)

(In thousands, except
employees)

$1,316,536 $1,294,562 $1,160,083 $ 21,974 $134,479

2% 12%

332,462
171,231

361,142
166,499

336,845
149,478

(28,680)
4,732

24,297
17,021

7%
(8)%
3% 11%

396,281
3,255

420,930
4,993

414,086
6,126

(24,649)
(1,738)

6,844
(1,133)

(6)%
2%
(35)% (18)%

Revenues

Operating expenses:

Cost of revenues
Research and development
Selling, general and
administrative

Amortization of intangible assets
Restructuring and impairment

charges

7,957

45,029

— (37,072)

45,029

(82)% — %

Gains on product line asset sales

and business divestiture

(100,139)

—

— (100,139)

— — % — %

Total operating expenses

811,047

998,593

906,535

(87,407)

92,058

(9)% 10%

Operating income
Interest expense, net
Other income, net

Income before income taxes
Provision for income taxes

505,489
(40,092)
7,745

473,142
81,058

295,969
(42,177)
3,208

257,000
20,589

253,548
(39,752)
2,276

216,072
23,948

209,520
2,085
4,537

216,142
60,469

42,421
(2,425)
932

71% 17%
6%
(5)%
141% 41%

40,928
84% 19%
(3,359) 294% (14)%

Net income

$ 392,084 $ 236,411 $ 192,124

155,673

44,287

66% 23%

Number of employees at fiscal

year-end

3,650

4,003

4,009

(353)

(6)

(9)% — %

Revenues

Operating expenses:

Cost of revenues
Research and development
Selling, general and administrative
Amortization of intangible assets
Restructuring and impairment charges
Gains on product line asset sales and business divestiture

Total operating expenses

Operating income
Interest expense, net
Other income, net
Income before income taxes
Provision for income taxes

Net income

Percentage of Revenues
Year Ended September 30,

2021

2020

2019

100% 100% 100%

28%
25%
13%
13%
33%
30%
— % — %

29%
13%
35%
1%
3% — %
1%
(7)% — % — %

62%

77%

78%

22%
23%
38%
(3)% (3)% (3)%
1% — % — %
19%
20%
36%
2%
2%
6%

30%

18%

17%

Cost of Revenues

Cost of revenues consists primarily of employee salaries, incentives, and benefits for personnel directly
involved in delivering software products, operating SaaS infrastructure, and providing support, implementation
and consulting services; allocated overhead, facilities and data center costs; software royalty fees; credit bureau
data and processing services; third-party hosting fees related to our SaaS services; travel costs; and outside
services.

The fiscal 2021 from 2020 decrease of $28.7 million in cost of revenues was primarily attributable to an

$18.8 million decrease in personnel and labor costs, a $9.2 million decrease in allocated facilities and
infrastructure costs and a $3.7 million decrease in travel costs, partially offset by an increase in direct materials
costs. The decreases in personnel and labor costs, and in allocated facilities and infrastructure costs were both
largely driven by our strategic cost initiative implemented in September 2020, in which we reduced our
workforce, consolidated office space and abandoned certain property and equipment; as well as the divestiture of
our C&R business in June 2021. The decrease in travel costs was primarily attributable to the COVID-19
pandemic. The increase in direct materials costs was primarily attributable to increased third-party data costs
related to increased Scores revenue. Cost of revenues as a percentage of revenues decreased to 25% during fiscal
2021 from 28% during fiscal 2020, primarily due to increased sales of our higher-margin Scores products.

The fiscal 2020 over 2019 increase of $24.3 million in cost of revenues was primarily attributable to an

$11.1 million increase in allocated facilities and infrastructure costs, a $10.3 million increase in personnel and
labor costs and a $7.6 million increase in direct materials cost, partially offset by a $4.9 million decrease in travel
costs. The increase in facilities and infrastructure costs was primarily attributable to increased resource
requirements due to expansion in our cloud infrastructure operations. The increase in personnel and labor costs
was primarily attributable to an increase in our average headcount. The increase in direct materials cost was
primarily attributable to an increase in license and Scores revenues that incur third-party royalties and data costs,
as well as an increase in telecommunication cost. The decrease in travel costs was primarily attributable to the
COVID-19 pandemic. Cost of revenues as a percentage of revenues was 28% during fiscal 2020, materially
consistent with that incurred during fiscal 2019.

Research and Development

Research and development expenses include personnel and related overhead costs incurred in the
development of new products and services, including research of mathematical and statistical models and
development of new versions of software products.

The fiscal 2021 over 2020 increase of $4.7 million in research and development expenses was primarily
attributable to an increase in personnel and labor costs, driven by increased average headcount and our continued
investments in new product development. Research and development expenses as a percentage of revenues was
13% during fiscal 2021, consistent with that during fiscal 2020.

The fiscal 2020 over 2019 increase of $17.0 million in research and development expenses was primarily
attributable to an increase in personnel and labor costs and an increase in allocated facilities and infrastructure
costs, both driven by increased average headcount and our continued investments in new product development.
Research and development expenses as a percentage of revenues was 13% during fiscal 2020, consistent with
that incurred during fiscal 2019.

Selling, General and Administrative

Selling, general and administrative expenses consist principally of employee salaries, incentives,

commissions and benefits; travel costs; overhead costs; advertising and other promotional expenses; corporate
facilities expenses; legal expenses; and business development expenses.

The fiscal 2021 from 2020 decrease in selling, general and administrative expenses of $24.6 million was

primarily attributable to a $7.4 million decrease in travel costs, a $6.8 million decrease in marketing costs, a
$5.0 million decrease in outside services, and a $4.6 million decrease in allocated facilities and infrastructure
costs. The decrease in travel costs was a result of a decrease in travel activity due to COVID-19. The decrease in
marketing costs was primarily driven by a company-wide marketing event during fiscal 2020. The decrease in
outside services was attributable to a decrease in legal and consulting fees associated with several company
initiatives during fiscal 2020. The decrease in allocated facilities and infrastructure costs was largely driven by
our strategic cost initiative implemented in September 2020, in which we consolidated office space and
abandoned certain property and equipment. Selling, general and administrative expenses as a percentage of
revenues decreased to 30% during fiscal 2021 from 33% during fiscal 2020 primarily due to increased sales of
our high-margin Scores products.

The fiscal 2020 over 2019 increase of $6.8 million was primarily attributable to an increase in personnel and

labor costs as a result of increased average headcount, higher share-based compensation and higher
non-capitalizable commission cost. The increase was partially offset by a decrease in marketing and travel costs
as a result of a decrease in travel activity due to COVID-19. Selling, general and administrative expenses as a
percentage of revenues decreased to 33% during fiscal 2020 from 35% during fiscal 2019 primarily due to
increased sales of our high-margin Scores and software products.

Amortization of Intangible Assets

Amortization of intangible assets consists of expense related to intangible assets recorded in connection with

our acquisitions. Our finite-lived intangible assets consist primarily of completed technology and customer
contracts and relationships, which are being amortized using the straight-line method over periods ranging from
four to fifteen years.

Amortization expense was $3.3 million, $5.0 million and $6.1 million for fiscal 2021, 2020 and 2019,

respectively.

Restructuring and Impairment Charges

During the fourth quarter of fiscal 2021, we incurred charges of $8.0 million in employee separation costs

due to the elimination of 160 positions throughout the Company. Cash payments for all the employee separation
costs will be paid by the end of our fiscal 2022. There were no impairment charges incurred during fiscal 2021.

During fiscal 2020, we incurred net charges totaling $45.0 million consisting of $28.0 million in impairment

loss on operating lease assets, $5.2 million in impairment loss on abandonment of property and equipment and
$11.8 million in restructuring charges. The impairment losses were associated with closing certain non-core
offices and reducing office space in other locations to better align with anticipated needs in light of post-
pandemic workforce patterns. The restructuring charges related to employee separation costs as a result of
eliminating 209 positions throughout the Company. Cash payments for all the employee separation costs were
fully paid before the end of our fiscal 2021.

There were no restructuring and impairment charges incurred during fiscal 2019.

Gains on Product Line Asset Sales and Business Divestiture

The $100.1 million gain on product line asset sales and business divestiture during fiscal 2021 was

attributable to a $92.8 million gain on the sale of the C&R business in June 2021, a $7.3 million gain on the sale
of all assets related to our cyber risk score operations in October 2020, and the sale of certain assets related to our
Software operations to an affiliated joint venture in China in December 2020.

Interest Expense, Net

Interest expense includes primarily interest on the senior notes issued in December 2019, May 2018, and
July 2010 (which July 2010 senior notes were paid in full at maturity in July 2020), as well as interest and credit
facility fees on the revolving line of credit. On our consolidated statements of income and comprehensive
income, interest expense is netted with interest income, which is derived primarily from the investment of funds
in excess of our immediate operating requirements.

The fiscal 2021 from 2020 decrease in net interest expense of $2.1 million was primarily attributable to a

lower average outstanding debt balance during fiscal 2021.

The fiscal 2020 over 2019 increase in net interest expense of $2.4 million was primarily attributable to a

higher average outstanding debt balance during fiscal 2020.

Other Income, Net

Other income, net consists primarily of realized investment gains/losses and unrealized gains/losses on
certain investments classified as trading securities, exchange rate gains/losses resulting from re-measurement of
foreign-currency-denominated receivable and cash balances held by our various reporting entities into their
respective functional currencies at period-end market rates, net of the impact of offsetting foreign currency
forward contracts, and other non-operating items.

The fiscal 2021 over 2020 increase in other income, net of $4.5 million was primarily attributable to an
increase in net unrealized gains on our supplemental retirement and savings plan, as well as a decrease in foreign
currency exchange losses.

The fiscal 2020 over 2019 increase in other income, net of $0.9 million was primarily attributable to an
increase in net unrealized gains on our supplemental retirement and savings plan, partially offset by an increase
in foreign currency exchange losses.

Provision for Income Taxes

Our effective tax rates were 17.1%, 8.0% and 11.1% in fiscal 2021, 2020 and 2019, respectively.

The increase in our income tax provision in fiscal 2021 compared to fiscal 2020 was due to an increase in
pretax book income, of which a large amount was due to the gain on divestiture of C&R business, as well as a
decrease in excess tax benefits related to share-based compensation.

The decrease in our income tax provision in fiscal 2020 compared to fiscal 2019 was due to the excess tax

benefits related to share-based compensation.

As of September 30, 2021, we had approximately $141.5 million of unremitted earnings of non-U.S.
subsidiaries. The Company generates substantial cash flow in the U.S. and does not have a current need for the
cash to be returned to the U.S. from the foreign entities. In the event these earnings are later remitted to the U.S.,
any estimated withholding tax and state income tax due upon remittance of those earnings is expected to be
immaterial to the income tax provision.

Operating Income

The following tables set forth certain summary information on a segment basis related to our operating

income for fiscal 2021, 2020 and 2019:

Segment

2021

2020

2019

Year Ended September 30,

Period-to-Period
Change

Period-to-Period
Percentage Change

2021 to
2020

2020 to
2019

2021 to
2020

2020 to
2019

(In thousands)

Scores
Software
Unallocated corporate expenses

Total segment operating

income
Unallocated share-based

compensation

Unallocated amortization expense
Unallocated restructuring and

impairment charges

Gains on product line asset sales

$ 560,684 $ 454,310 $ 361,356 $106,374 $ 92,954
4,020
51

130,066
(144,704)

126,046
(144,755)

105,147
(136,812)

(24,919)
7,892

23%
(19)%

26%
3%
(5)% — %

529,019

439,672

342,647

89,347

97,025

20%

28%

(112,457)
(3,255)

(93,681)
(4,993)

(82,973)
(6,126)

(18,776)
1,738

(10,708)
1,133

20%
13%
(35)% (18)%

(7,957)

(45,029)

—

37,072

(45,029) — % — %

and business divestiture

100,139

—

— 100,139

—

— % — %

Operating income

$ 505,489 $ 295,969 $ 253,548

209,520

42,421

71%

17%

Scores

Segment revenues
Segment operating expenses

Segment operating income

Software

Segment revenues
Segment operating expenses

Segment operating income

Year Ended September 30,

Percentage of Revenues

2021

2020

2019

2021

2020

2019

$654,147
(93,463)

(In thousands)
$528,547
(74,237)

$421,177
(59,821)

100% 100% 100%
(14)% (14)% (14)%

$560,684

$454,310

$361,356

86% 86% 86%

Year Ended September 30,

Percentage of Revenues

2021

2020

2019

2021

2020

2019

$ 662,389
(557,242)

(In thousands)
$ 766,015 $ 738,906
(612,860)

(635,949)

100% 100% 100%
(84)% (83)% (83)%

$ 105,147

$ 130,066

$ 126,046

16% 17% 17%

The fiscal 2021 over 2020 increase in operating income of $209.5 million was primarily attributable to a

$100.1 million gain on product line asset sales and business divestiture during fiscal 2021, a $59.5 million
decrease in segment operating expenses, a $37.1 million decrease in restructuring and impairment charges, a
$22.0 million increase in segment revenues and a $7.8 million decrease in corporate expenses, partially offset by
an $18.8 million increase in share-based compensation expense.

At the segment level, the $89.3 million increase in segment operating income was the result of a
$106.4 million increase in our Scores segment operating income and a $7.8 million decrease in corporate
expenses, partially offset by a $24.9 million decrease in our Software segment operating income.

The $106.4 million increase in our Scores segment operating income was attributable to a $125.6 million
increase in segment revenue, partially offset by a $19.2 million increase in segment operating expenses. Segment
operating income as a percentage of segment revenue for Scores was 86%, consistent with fiscal 2020.

The $24.9 million decrease in our Software segment operating income was attributable to a $103.6 million

decrease in segment revenue, partially offset by a $78.7 million decrease in segment operating expenses.
Segment operating income as a percentage of segment revenue for Software was 16%, materially consistent with
fiscal 2020.

The fiscal 2020 over 2019 increase in operating income of $42.4 million was attributable to a $134.5 million

increase in segment revenues and a $1.1 million decrease in amortization expense, partially offset by a
$45.0 million increase in restructuring and impairment charges, a $37.5 million increase in segment operating
expenses, and a $10.7 million increase in share-based compensation expense.

At the segment level, the $97.0 million increase in segment operating income was the result of a
$93.0 million increase in our Scores segment operating income and a $4.0 million increase in our Software
segment operating income.

The $93.0 million increase in our Scores segment operating income was attributable to a $107.4 million
increase in segment revenue, partially offset by a $14.4 million increase in segment operating expenses. Segment
operating income as a percentage of segment revenue for Scores was 86%, consistent with fiscal 2019.

The $4.0 million increase in our Software segment operating income was attributable to a $27.1 million
increase in segment revenue, partially offset by a $23.1 million increase in segment operating expenses. Segment
operating income as a percentage of segment revenue for Software was 17%, consistent with fiscal 2019.

CAPITAL RESOURCES AND LIQUIDITY

Outlook

As of September 30, 2021, we had $195.4 million in cash and cash equivalents, which included
$158.8 million held by our foreign subsidiaries. Our cash position could be affected by various risks and
uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part
I, Item 1A titled “Risk Factors” of this Annual Report on Form 10-K. However, based on our current business
plan and revenue prospects, we believe our cash and cash equivalents balances, as well as available borrowings
from our $600 million revolving line of credit and anticipated cash flows from operating activities, will be
sufficient to fund our working and other capital requirements for at least the next 12 months and thereafter for the
foreseeable future. Under our current financing arrangements, we have no significant debt obligations maturing
over the next twelve months. Our undistributed earnings outside the U.S. are deemed to be permanently
reinvested in foreign jurisdictions. We currently do not foresee a need to repatriate cash and cash equivalents
held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., we may be required to
accrue for state income or foreign withholding taxes on the distributed foreign earnings, which we expect to be
immaterial.

In the normal course of business, we evaluate the merits of acquiring technology or businesses, or

establishing strategic relationships with or investing in these businesses. We may elect to use available cash and
cash equivalents to fund such activities in the future. In the event additional needs for cash arise, or if we
refinance our existing debt, we may raise additional funds from a combination of sources, including the potential
issuance of debt or equity securities. Additional financing might not be available on terms favorable to us, or at
all. If adequate funds were not available or were not available on acceptable terms, our ability to take advantage
of unanticipated opportunities or respond to competitive pressures could be limited.

Summary of Cash Flows

Cash provided by (used in):
Operating activities
Investing activities
Financing activities

Effect of exchange rate changes on cash

Year Ended September 30,

2021

2020

2019

(In thousands)

$ 423,817
137,850
(523,571)
(136)

$ 364,916
(24,583)
(289,424)
59

$ 260,350
(42,760)
(200,047)
(1,140)

Increase in cash and cash equivalents

$ 37,960

$ 50,968

$ 16,403

Cash Flows from Operating Activities

Our primary method for funding operations and growth has been through cash flows generated from
operating activities. Net cash provided by operating activities totaled $423.8 million in fiscal 2021 compared to
$364.9 million in fiscal 2020. The $58.9 million increase was primarily attributable to a $155.7 million increase
in net income and a $28.6 million increase that resulted from timing of receipts and payments in our ordinary
course of business, partially offset by a $125.4 million decrease in non-cash items, including a $100.1 million
gain on product line asset sales and a business divestiture in fiscal 2021.

Net cash provided by operating activities totaled $364.9 million in fiscal 2020 compared to $260.4 million

in fiscal 2019. The $104.5 million increase was attributable to a $44.3 million increase in net income, a
$46.1 million increase in non-cash items, including a $28.0 million increase in impairment loss on operating
lease assets as well as a $20.0 million increase in operating lease costs, and a $14.2 million increase that resulted
from timing of receipts and payments in our ordinary course of business.

Cash Flows from Investing Activities

Net cash provided by investing activities totaled $137.9 million in fiscal 2021 compared to net cash used of

$24.6 million in fiscal 2020. The $162.5 million change was primarily attributable to $147.4 million in cash
proceeds from the product line asset sales and a business divestiture during fiscal 2021 and a $14.4 million
decrease in purchases of property and equipment.

Net cash used in investing activities totaled $24.6 million in fiscal 2020 compared to $42.8 million in fiscal

2019. The $18.2 million decrease was primarily attributable to a $15.9 million decrease in net cash used for
acquisitions and a $2.0 million decrease in net cash used for purchases of property and equipment.

Cash Flows from Financing Activities

Net cash used in financing activities totaled $523.6 million in fiscal 2021 compared to $289.4 million in
fiscal 2020. The $234.2 million increase was primarily attributable to a $639.0 million increase in repurchases of
common stock and a $350.0 million decrease in proceeds from issuance of senior notes, partially offset by a
$419.0 million increase in proceeds from our revolving line of credit, a $254.0 million decrease in payments on
our revolving line of credit, and an $85.0 million decrease in payments on senior notes.

Net cash used in financing activities totaled $289.4 million in fiscal 2020 compared to $200.0 million in

fiscal 2019. The $89.4 million increase was primarily due to a $338.0 million increase in payments, net of
proceeds, on our revolving line of credit and a $49.9 million increase in taxes paid related to net share settlement
of equity awards, partially offset by a $293.0 million increase in proceeds, net of payments, from our senior
notes.

Repurchases of Common Stock

In July 2020, our Board of Directors approved a stock repurchase program following the completion of the

previously authorized program. This program was open-ended and authorized repurchases of shares of our
common stock up to an aggregate cost of $250.0 million in the open market or in negotiated transactions. In
March 2021, our Board of Directors approved another stock repurchase program following the completion of the
July 2020 program. This program was open-ended and authorized repurchases of shares of our common stock up
to an aggregate cost of $500.0 million in the open market or in negotiated transactions. As part of the broader
share repurchase program, we entered into an accelerated share repurchase agreement (“ASR Agreement”) with a
financial institution in June 2021 to repurchase $200.0 million of our common stock. Pursuant to the ASR
Agreement, we paid $200.0 million to the financial institution and received an initial delivery of 319,400 shares
of common stock, which approximated 80% of the total number of expected shares to be repurchased under the
ASR Agreement. In August 2021, we settled the ASR Agreement and received 70,127 additional shares. In total,
389,527 shares were repurchased under the ASR Agreement. In August 2021, our Board of Directors approved a
new stock repurchase program following the termination of the March 2021 program. This new program is open-
ended and authorizes repurchases of shares of our common stock up to an aggregate cost of $500.0 million in the
open market or in negotiated transactions. In August 2021, we entered into a stock repurchase agreement with an
institutional shareholder, pursuant to which we repurchased 515,293 shares of our common stock for
$225.0 million. As of September 30, 2021, we had $173.2 million remaining under our current stock repurchase
program. During fiscal 2021, 2020 and 2019, we expended $882.2 million, $235.2 million and $228.9 million,
respectively, under these and previously authorized stock repurchase programs.

Revolving Line of Credit

On August 19, 2021, we amended our credit agreement with a syndicate of banks, increasing our borrowing

capacity under the unsecured revolving line of credit to $600 million, and extended its maturity to August 19,
2026. Borrowings under the credit facility can be used for working capital and general corporate purposes and
may also be used for the refinancing of existing debt, acquisitions, and the repurchase of our common stock.
Interest on amounts borrowed under the credit facility is based on (i) an adjusted base rate, which is the greatest
of (a) the prime rate and (b) the Federal Funds rate plus 0.500% and (c) the one-month LIBOR rate plus 1.000%,
plus, in each case, an applicable margin, or (ii) an adjusted LIBOR rate plus an applicable margin. The applicable
margin for base rate borrowings ranges from 0% to 0.750% and for LIBOR borrowings ranges from 1.000% to
1.750% and is determined based on our consolidated leverage ratio. In addition, we must pay credit facility fees.
The credit facility contains certain restrictive covenants including maintaining a maximum consolidated leverage
ratio of 3.50, subject to a step up to 4.00 following certain permitted acquisitions; and a minimum interest
coverage ratio of 3.00. The credit agreement also contains other covenants typical of unsecured facilities. As of
September 30, 2021, we had $518.0 million in borrowings outstanding at a weighted-average interest rate of
1.212% and we were in compliance with all financial covenants under this credit facility.

On October 20, 2021, we entered into an amendment to our credit agreement that provides for an unsecured
term loan that will mature on August 19, 2026 in the aggregate principal amount of $300 million, with an option
for us to request additional incremental term loans from time to time, in each case subject to the terms and
conditions of the credit agreement. The term loan is in addition to the $600 million revolving loan facility. The
term loan is subject to the same pricing and covenants as the revolving line of credit. We are obligated to repay
the term loan in consecutive quarterly installments equal to $3.75 million commencing March 31, 2022, subject
to certain adjustments under the credit agreement.

Senior Notes

On May 8, 2018, we issued $400 million of senior notes in a private offering to qualified institutional
investors (the “2018 Senior Notes”). The 2018 Senior Notes require interest payments semi-annually at a rate of
5.25% per annum and will mature on May 15, 2026. On December 6, 2019, we issued $350 million of senior
notes in a private offering to qualified institutional investors (the “2019 Senior Notes,” and with the 2018 Senior

Notes, the “Senior Notes”). The 2019 Senior Notes require interest payments semi-annually at a rate of 4.00%
per annum and will mature on June 15, 2028. The indentures for the 2018 Senior Notes and the 2019 Senior
Notes contain certain covenants typical of unsecured obligations. As of September 30, 2021, the carrying value
of the Senior Notes was $750.0 million and we were in compliance with all financial covenants under these
obligations, and we do not believe we are at material risk of not meeting these covenants due to COVID-19.

Contractual Obligations

The following table presents a summary of our contractual obligations at September 30, 2021:

Year Ending September 30,

2022

2023

2024

2025

2026

Thereafter

Total

Senior notes (1)
Revolving line of credit
Interest due on debt obligations (2)
Operating lease obligations
Unrecognized tax benefits (3)

(In thousands)
$ — $ — $ — $ — $400,000 $350,000 $ 750,000
518,000
203,000
81,850
10,897

— 518,000
35,000
7,602
—

—
35,000
19,621
—

—
35,000
14,025
—

—
35,000
24,441
—

—
28,000
7,522
—

35,000
8,639
—

Total commitments

$59,441 $54,621 $49,025 $43,639 $960,602 $385,522 $1,563,747

(1) Represents the unpaid principal amount of the Senior Notes.
(2) Represents interest payments on the Senior Notes.
(3) Represents unrecognized tax benefits related to uncertain tax positions. As we are not able to reasonably

estimate the timing of the payments or the amount by which the liability will increase or decrease over time,
the related balances have not been reflected in the section of the table showing payment by fiscal year.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting
principles. These accounting principles require management to make certain judgments and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the
date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
We periodically evaluate our estimates including those relating to revenue recognition, goodwill and other
intangible assets resulting from business acquisitions, share-based compensation, income taxes and contingencies
and litigation. We base our estimates on historical experience and various other assumptions that we believe to be
reasonable based on the specific circumstances, the results of which form the basis for making judgments about
the carrying value of certain assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.

We believe the following critical accounting policies involve the most significant judgments and estimates

used in the preparation of our consolidated financial statements:

Revenue Recognition

Contracts with Customers

Our revenue is primarily derived from on-premises software and SaaS subscriptions, professional services
and scoring services. For contracts with customers that contain various combinations of products and services,
we evaluate whether the products or services are distinct — distinct products or services will be accounted for as
separate performance obligations, while non-distinct products or services are combined with others to form a
single performance obligation. For contracts with multiple performance obligations, the transaction price is

allocated to each performance obligation on a relative standalone selling price (“SSP”) basis. Revenue is
recognized when control of the promised goods or services is transferred to our customers.

Our on-premises software is primarily sold on a subscription basis, which includes a term-based license and
post-contract support or maintenance, both of which generally represent distinct performance obligations and are
accounted for separately. The transaction price is either a fixed fee, or a usage-based fee — sometimes subject to
a guaranteed minimum. When the amount is fixed, including the guaranteed minimum in a usage-based fee,
license revenue is recognized at the point in time when the software is made available to the customer.
Maintenance revenue is recognized ratably over the contract period as customers simultaneously consume and
receive benefits. Any usage-based fees not subject to a guaranteed minimum or earned in excess of the minimum
amount are recognized when the subsequent usage occurs. We occasionally sell software arrangements consisting
of on-premises perpetual licenses and maintenance. License revenue is recognized at a point in time when the
software is made available to the customer and maintenance revenue is recognized ratably over the contract term.

Our SaaS products provide customers with access to and standard support for our software on a subscription

basis, delivered through our own infrastructure or third-party cloud services. The SaaS transaction contracts
typically include a guaranteed minimum fee per period that allows up to a certain level of usage and a
consumption-based variable amount in excess of the minimum threshold; or a consumption-based variable fee
not subject to a minimum threshold. The nature of our SaaS arrangements is to provide continuous access to our
hosted solutions in the cloud, i.e., a stand-ready obligation that comprises a series of distinct service periods (e.g.,
a series of distinct daily, monthly or annual periods of service). We estimate the total variable consideration at
contract inception — subject to any constraints that may apply — and update the estimates as new information
becomes available and recognize the amount ratably over the SaaS service period, unless we determine it is
appropriate to allocate the variable amount to each distinct service period and recognize revenue as each distinct
service period is performed.

Our professional services include software implementation, consulting, model development and training.

They are sold either standalone, or together with other products or services and generally represent distinct
performance obligations. The transaction price can be a fixed amount or a variable amount based upon the time
and materials expended. Revenue on fixed-price services is recognized using an input method based on labor
hours expended which we believe provides a faithful depiction of the transfer of services. Revenue on services
provided on a time and materials basis is recognized by applying the “right-to-invoice” practical expedient as the
amount to which we have a right to invoice the customer corresponds directly with the value of our performance
to the customer.

Our scoring services include both business-to-business and business-to-consumer offerings. Our

business-to-business scoring services typically include a license that grants consumer reporting agencies the right
to use our scoring solutions in exchange for a usage-based royalty. Revenue is generally recognized when the
usage occurs. Business-to-consumer offerings provide consumers with access to their FICO® Scores and credit
reports, as well as other value-add services. These are provided as either a one-time or ongoing subscription
service renewed monthly or annually, all with a fixed consideration. The nature of the subscription service is a
stand-ready obligation to generate credit reports, provide credit monitoring, and other services for our customers,
which comprises a series of distinct service periods (e.g., a series of distinct daily, monthly or annual periods of
service). Revenue from one-time or monthly subscription services is recognized during the period when service
is performed. Revenue from annual subscription services is recognized ratably over the subscription period.

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a

customization service are inseparable. In rare instances, contracts may include significant modification or
customization of the software of SaaS service and will result in the combination of software or SaaS service and
implementation service as one performance obligation.

We determine the SSPs using data from our historical standalone sales, or, in instances where such

information is not available (such as when we do not sell the product or service separately), we consider factors
such as the stated contract prices, our overall pricing practices and objectives, go-to-market strategy, size and
type of the transactions, and effects of the geographic area on pricing, among others. When the selling price of a
product or service is highly variable, we may use the residual approach to determine the SSP of that product or
service. Significant judgment may be required to determine the SSP for each distinct performance obligation
when it involves the consideration of many market conditions and entity-specific factors discussed above.

Significant judgment may be required to determine the timing of satisfaction of a performance obligation in

certain professional services contracts with a fixed consideration, in which we measure progress using an input
method based on labor hours expended. In order to estimate the total hours of the project, we make assumptions
about labor utilization, efficiency of processes, the customer’s specification and IT environment, among others.
For certain complex projects, due to the risks and uncertainties inherent with the estimation process and factors
relating to the assumptions, actual progress may differ due to the change in estimated total hours. Adjustments to
estimates are made in the period in which the facts requiring such revisions become known and, accordingly,
recognized revenues are subject to revisions as the contract progresses to completion.

Capitalized Commission Costs

We capitalize incremental commission fees paid as a result of obtaining customer contracts. Capitalized
commission costs are amortized on a straight-line basis over ten years — determined using a portfolio approach
— based on the transfer of goods or services to which the assets relate, taking into consideration both the initial
and future contracts as we do not typically pay a commission on a contract renewal. The amortization costs are
included in selling, general, and administrative expenses of our consolidated statements of income and
comprehensive income.

We apply a practical expedient to recognize the incremental costs of obtaining contracts as an expense when

incurred if the amortization period of the assets that we otherwise would have recognized is one year or less.
These costs are recorded within selling, general, and administrative expenses.

Business Combinations

Accounting for our acquisitions requires us to recognize, separately from goodwill, the assets acquired and
the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the
excess of consideration transferred over the net of the acquisition-date fair values of the assets acquired and the
liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and
liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a
result, during the measurement period, which may be up to one year from the acquisition date, we record
adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the
conclusion of the measurement period or final determination of the values of assets acquired or liabilities
assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of
income and comprehensive income.

asset or liability can be reasonably estimated. Although we believe the assumptions and estimates we have made
in the past have been reasonable and appropriate, they are based in part on historical experience and information
obtained from the management of the acquired companies and are inherently uncertain. Subsequent to the
measurement period, changes in our estimates of such contingencies will affect earnings and could have a
material effect on our consolidated results of operations and financial position.

Examples of critical estimates in valuing certain of the intangible assets we have acquired include but are

not limited to: (i) future expected cash flows from software license sales, support agreements, consulting
contracts, other customer contracts and acquired developed technologies and patents; (ii) expected costs to
develop the in-process research and development into commercially viable products and estimated cash flows
from the projects when completed; and (iii) the acquired company’s brand and competitive position, as well as
assumptions about the period of time the acquired brand will continue to be used in the combined company’s
product portfolio. Unanticipated events and circumstances may occur that may affect the accuracy or validity of
such assumptions, estimates or actual results. Historically, there have been no significant changes in our
estimates or assumptions. To the extent a significant acquisition is made during a fiscal year, as appropriate we
will expand the discussion to include specific assumptions and inputs used to determine the fair value of our
acquired intangible assets.

In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with a
business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based
upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary
estimates being recorded to goodwill provided that we are within the measurement period. Subsequent to the
measurement period or our final determination of the tax allowance’s or contingency’s estimated value,
whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect
our provision for income taxes in our consolidated statements of income and comprehensive income and could
have a material impact on our consolidated results of operations and financial position. Historically, there have
been no significant changes in our valuation allowances or uncertain tax positions as it relates to business
combinations. We do not believe there is a reasonable likelihood there will be a material change in the future
estimates.

Goodwill, Acquisition Intangibles and Other Long-Lived Assets — Impairment Assessment

Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities
assumed in business combinations. We assess goodwill for impairment for each of our reporting units on an
annual basis during our fourth fiscal quarter using a July 1 measurement date unless circumstances require a
more frequent measurement.

During the fourth quarter of fiscal 2021, we reevaluated our operating segments to better align with how our

CODM evaluates performance and allocates resources, which resulted in a change from three operating
segments, Applications, Decision Management Software and Scores, to two operating segments, Software and
Scores. As part of this reevaluation, we determined our operating segments continue to represent our reporting
units. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is
more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero”
approach. If, based on the review of the qualitative factors, we determine it is not more likely than not that the
fair value of a reporting unit is less than its carrying value, we would bypass the two-step impairment test. Events
and circumstances we consider in performing the “step zero” qualitative assessment include macro-economic
conditions, market and industry conditions, internal cost factors, share price fluctuations, and the operational
stability and overall financial performance of the reporting units. If we conclude that it is more likely than not
that a reporting unit’s fair value is less than its carrying amount, we would perform the first step (“step one”) of
the two-step impairment test and calculate the estimated fair value of the reporting unit by using discounted cash
flow valuation models and by comparing our reporting units to guideline publicly-traded companies. These
methods require estimates of our future revenues, profits, capital expenditures, working capital, and other

relevant factors, as well as selecting appropriate guideline publicly-traded companies for each reporting unit. We
estimate these amounts by evaluating historical trends, current budgets, operating plans, industry data, and other
relevant factors. Alternatively, we may bypass the qualitative assessment described above for any reporting unit
in any period and proceed directly to performing step one of the goodwill impairment test.

We performed a step one quantitative impairment test on the Software and Scores reporting units before and

immediately following the change in reporting units. There was a substantial excess of fair value over carrying
value for the reporting units and we determined goodwill was not impaired for any of our reporting units before
or after the change for fiscal 2021. For fiscal 2019 and 2020, we performed a step zero qualitative analysis for
our annual assessment of goodwill impairment. After evaluating and weighing all relevant events and
circumstances, we concluded that it is not more likely than not that the fair value of any of our reporting units
was less their carrying amounts. Consequently, we did not perform a step one quantitative analysis and
determined goodwill was not impaired for any of our reporting units for fiscal 2019 and 2020.

Our intangible assets that have finite useful lives and other long-lived assets are assessed for potential
impairment when there is evidence that events and circumstances related to our financial performance and
economic environment indicate the carrying amount of the assets may not be recoverable. When impairment
indicators are identified, we test for impairment using undiscounted cash flows. If such tests indicate impairment,
then we measure and record the impairment as the difference between the carrying value of the asset and the fair
value of the asset. Significant management judgment is required in forecasting future operating results used in
the preparation of the projected cash flows. Should different conditions prevail, material write downs of our
intangible assets or other long-lived assets could occur. We review the estimated remaining useful lives of our
acquired intangible assets at each reporting period. A reduction in our estimate of remaining useful lives, if any,
could result in increased annual amortization expense in future periods. We did not recognize any impairment
charges on intangible assets that have finite useful lives or other long-lived assets in fiscal 2021, 2020 and 2019.

As discussed above, while we believe that the assumptions and estimates utilized were appropriate based on
the information available to management, different assumptions, judgments and estimates could materially affect
our impairment assessments for our goodwill, acquired intangibles with finite lives and other long-lived assets.
Historically, there have been no significant changes in our estimates or assumptions that would have had a
material impact for our goodwill or intangible assets impairment assessment. We believe our projected operating
results and cash flows would need to be significantly less favorable to have a material impact on our impairment
assessment. However, based upon our historical experience with operations, we do not believe there is a
reasonable likelihood of a significant change in our projections.

Share-Based Compensation

We measure share-based compensation cost at the grant date based on the fair value of the award and
recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock
award (generally three to four years). We use the Black-Scholes valuation model to determine the fair value of
our stock options and a Monte Carlo valuation model to determine the fair value of our market share units. Our
valuation models and generally accepted valuation techniques require us to make assumptions and to apply
judgment to determine the fair value of our awards. These assumptions and judgments include estimating the
volatility of our stock price, expected dividend yield, employee turnover rates and employee stock option
exercise behaviors. Historically, there have been no material changes in our estimates or assumptions. We do not
believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions. See
Note 16 to the accompanying consolidated financial statements for further discussion of our share-based
employee benefit plans.

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business, which involves

significant judgment in determining our income tax provision. We estimate our current tax liability using
currently enacted tax rates and laws and assess temporary differences that result from differing treatments of
certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities
recorded on our balance sheet using the currently enacted tax rates and laws that will apply to taxable income for
the years in which those tax assets are expected to be realized or settled. We then assess the likelihood our
deferred tax assets will be realized and to the extent we believe realization is not more likely than not, we
establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an
accounting period, we record a corresponding income tax expense in our consolidated statements of income and
comprehensive income. In assessing the need for the valuation allowance, we consider future taxable income in
the jurisdictions we operate; our ability to carry back tax attributes to prior years; an analysis of our deferred tax
assets and the periods over which they will be realizable; and ongoing prudent and feasible tax planning
strategies. An increase in the valuation allowance would have an adverse impact, which could be material, on our
income tax provision and net income in the period in which we record the increase.

We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to
evaluate the tax position taken or expected to be taken in a tax return by determining if the technical merits of the
tax position indicate it is more likely than not that the tax position will be sustained upon audit, including
resolution of any related appeals or litigation processes. For tax positions more likely than not of being sustained
upon audit, the second step is to measure the tax benefit as the largest amount more than 50% likely of being
realized upon settlement. Significant judgment is required to evaluate uncertain tax positions and they are
evaluated on a quarterly basis. Our evaluations are based upon a number of factors, including changes in facts or
circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective
settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in
material increases or decreases in our income tax expense in the period in which we make the change, which
could have a material impact on our effective tax rate and operating results.

A description of our accounting policies associated with tax-related contingencies and valuation allowances

assumed as part of a business combination is provided under “Business Combinations” above.

Contingencies and Litigation

We are subject to various proceedings, lawsuits and claims relating to products and services, technology,
labor, stockholder and other matters. We are required to assess the likelihood of any adverse outcomes and the
potential range of probable losses in these matters. If the potential loss is considered probable and the amount can
be reasonably estimated, we accrue a liability for the estimated loss. If the potential loss is considered less than
probable or the amount cannot be reasonably estimated, disclosure of the matter is considered. The amount of
loss accrual or disclosure, if any, is determined after analysis of each matter, and is subject to adjustment if
warranted by new developments or revised strategies. Due to uncertainties related to these matters, accruals or
disclosures are based on the best information available at the time. Significant judgment is required in both the
assessment of likelihood and in the determination of a range of potential losses. Revisions in the estimates of the
potential liabilities could have a material impact on our consolidated financial position or consolidated results of
operations. Historically, there have been no material changes in our estimates or assumptions. We do not believe
there is a reasonable likelihood there will be a material change in the future estimates.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to
develop or obtain internal-use software. We adopted ASU 2018-15 in the first quarter of our fiscal 2021 and the
adoption did not have a significant impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance:
ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, “Topic 326”). Topic 326 requires
measurement and recognition of expected credit losses for financial assets held. We adopted Topic 326 in the
first quarter of our fiscal 2021 and the adoption did not have a significant impact on our consolidated financial
statements.

Recent Accounting Pronouncements Not Yet Adopted

We do not expect that any recently issued accounting pronouncements will have a significant effect on our

financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Disclosures

We are exposed to market risk related to changes in interest rates and foreign exchange rates. We do not use

derivative financial instruments for speculative or trading purposes.

Interest Rate

We maintain an investment portfolio consisting of bank deposits and money market funds. The funds
provide daily liquidity and may be subject to interest rate risk and fall in value if market interest rates increase.
We do not expect our operating results or cash flows to be affected to any significant degree by a sudden change
in market interest rates. The following table presents the principal amounts and related weighted-average yields
for our investments with interest rate risk at September 30, 2021 and 2020:

September 30, 2021

September 30, 2020

Cost Basis

Carrying
Amount

Average
Yield

Cost Basis

Carrying
Amount

Average
Yield

Cash and cash equivalents

$195,354

(Dollars in thousands)
0.04% $157,394

$157,394

0.05%

On May 8, 2018, we issued $400 million of senior notes in a private offering to qualified institutional
investors (the “2018 Senior Notes”). On December 6, 2019, we issued $350 million of senior notes in a private
offering to qualified institutional investors (the “2019 Senior Notes,” and with the 2018 Senior Notes, the “Senior
Notes”). The fair value of the Senior Notes may increase or decrease due to various factors, including
fluctuations in market interest rates and fluctuations in general economic conditions. See Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources and Liquidity
for additional information on the Senior Notes. The following table presents the carrying amounts and fair values
for the Senior Notes at September 30, 2021 and 2020:

The 2018 Senior Notes
The 2019 Senior Notes

Total

September 30, 2021

September 30, 2020

Face Value (*)

Fair Value

Face Value (*)

Fair Value

(In thousands)

400,000
350,000

453,000
357,000

400,000
350,000

442,000
358,750

$750,000

$810,000

$750,000

$800,750

(*) The carrying value of the Senior Notes was the face value reduced by the net debt issuance costs of

$9.0 million and $10.6 million at September 30, 2021 and 2020, respectively.

We have interest rate risk with respect to our $600 million unsecured revolving line of credit. Interest on
amounts borrowed under the credit facility is based on (i) a base rate, which is the greater of (a) the prime rate
and (b) the Federal Funds rate plus 0.500% and (c) the one-month LIBOR rate plus 1.000%, plus, in each case,
an applicable margin, or (ii) an adjusted LIBOR rate plus an applicable margin. The applicable margin for base
rate borrowings ranges from 0% to 0.750% and for LIBOR borrowings ranges from 1.000% to 1.750% and is
determined based on our consolidated leverage ratio. A change in interest rates on this variable rate debt impacts
the interest incurred and cash flows, but does not impact the fair value of the instrument. We had $518.0 million
in borrowings outstanding at a weighted-average interest of 1.212% under the credit facility as of September 30,
2021.

Foreign Currency Forward Contracts

We use derivative instruments to manage risks caused by fluctuations in foreign exchange rates. The

primary objective of our derivative instruments is to protect the value of foreign-currency-denominated
receivable and cash balances from the effects of volatility in foreign exchange rates that might occur prior to
conversion to their functional currencies. We principally utilize foreign currency forward contracts, which enable
us to buy and sell foreign currencies in the future at fixed exchange rates and economically offset changes in
foreign exchange rates. We routinely enter into contracts to offset exposures denominated in the British pound,
Euro and Singapore dollar.

Foreign-currency-denominated receivable and cash balances are remeasured at foreign exchange rates in
effect on the balance sheet date with the effects of changes in foreign exchange rates reported in other income,
net. The forward contracts are not designated as hedges and are marked to market through other income, net. Fair
value changes in the forward contracts help mitigate the changes in the value of the remeasured receivable and
cash balances attributable to changes in foreign exchange rates. The forward contracts are short-term in nature
and typically have average maturities at inception of less than three months.

The following tables summarize our outstanding foreign currency forward contracts, by currency, at

September 30, 2021 and 2020:

Sell foreign currency:
Euro (EUR)
Buy foreign currency:

British pound (GBP)
Singapore dollar (SGD)

Sell foreign currency:
Euro (EUR)
Buy foreign currency:

British pound (GBP)
Singapore dollar (SGD)

September 30, 2021

Contract Amount

Fair Value

Foreign
Currency

USD

(In thousands)

EUR

17,100

$19,829

GBP
SGD

11,467
6,650

$15,400
$ 4,900

—

—
—

September 30, 2020

Contract Amount

Fair Value

Foreign
Currency

USD

(In thousands)

EUR

15,000

$17,656

GBP
SGD

16,555
7,815

$21,300
$ 5,700

—

—
—

The foreign currency forward contracts were entered into on September 30 of each fiscal year; therefore, the

fair value was $0 on September 30, 2021 and 2020.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of
Fair Isaac Corporation
Bozeman, Montana

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Fair Isaac Corporation and subsidiaries (the
“Company”) as of September 30, 2021 and 2020, the related consolidated statements of income and
comprehensive income, stockholders’ equity (deficit), and cash flows, for each of the three years in the period
ended September 30, 2021, and the related notes (collectively referred to as the “financial statements”). We also
have audited the Company’s internal control over financial reporting as of September 30, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of September 30, 2021 and 2020, and the results of operations and cash flows for
each of the three years in the period ended September 30, 2021, in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of September 30, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matter does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Contracts with Customers — Refer to Note 1 and Note 12 to the financial statements

Critical Audit Matter Description

The Company recognizes revenue when control of the promised goods or services in a contract is transferred to
the customer, in an amount that reflects the consideration to which the Company expects to be entitled to in
exchange for those goods or services. The Company’s revenue is primarily derived from term-based or perpetual
licensing of software and scoring products and solutions, and associated maintenance; software-as-a-service
(SaaS) subscription services; scoring and credit monitoring services for consumers; and professional services.

The Company’s contracts with customers often include promises to transfer multiple products and services to a
customer. For contracts with customers that contain various combinations of products and services, the Company
evaluates whether the products or services are distinct. Distinct products or services will be accounted for as
separate performance obligations, while non-distinct products or services are combined with others to form a
single performance obligation.

For transactional revenue, the transaction price for contracts with customers typically includes a fixed
consideration in the form of a guaranteed minimum that allows up to a certain level of usage and a variable
consideration in the form of usage or transaction-based fees in excess of the minimum threshold; or usage or
transaction-based variable amount not subject to a minimum threshold.

For contracts with multiple performance obligations, the transaction price is allocated to each performance
obligation on a relative standalone selling price (“SSP”) basis. The Company determines the SSP using data from
historical standalone sales, or, in instances where such information is not available, the Company considers
factors such as the stated contract prices, their overall pricing practices and objectives, go-to-market strategy, size
and type of the transactions, and effects of the geographic area on pricing, among others.

Given the complexity of certain of the Company’s contracts, together with the judgment involved in identifying
performance obligations, estimating variable consideration, and determining SSP, auditing the related revenue
required both extensive audit effort due to the volume and complexity of the contracts and a high degree of
auditor judgment when performing audit procedures and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to revenue recognition to the Company’s identification of performance obligations,
estimation of variable consideration, and determination of SSP included the following, among others:

• We tested the effectiveness of controls over contract revenue, including management’s controls over
the identification of performance obligations, estimation of variable consideration, and determination
of the SSP.

• We selected a sample of contracts and performed the following procedures:

–

Obtained and read the contract, including master agreements, renewal agreements, and other
source documents that were part of the contract.

Obtained other contracts with the same customer that were entered into at or near the same time
and evaluated management’s conclusion of whether two or more contracts for multiple products
and services promised to a customer should be combined and accounted for as a single contract
for revenue recognition.

Confirmed the terms of the contract directly with the customer, including whether there are side
agreements and terms not formally included in the contract that may impact the identification of
performance obligations and revenue recognition and performed alternative procedures in the
event of nonreplies.

Evaluated internal certification letters provided by the Company’s sales personnel to identify the
existence of side agreements that may impact the identification of performance obligations and
revenue recognition.

Tested management’s identification of the performance obligations within the customer contract,
including whether material rights that gave rise to a performance obligation were identified.

Tested management’s estimation of variable consideration in the transaction price by evaluating
the reasonableness of the inputs used in management’s estimates.

Tested the accuracy and completeness of the data and factors used in management’s determination
of the SSP for each performance obligation.

Evaluated the consistency of the methodologies used to develop the SSP for each performance
obligation.

/s/ Deloitte & Touche LLP
San Diego, CA
November 10, 2021
We have served as the Company’s auditor since 2004.

FAIR ISAAC CORPORATION
CONSOLIDATED BALANCE SHEETS

Current assets:

Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets

Assets

Total current assets

Marketable securities
Other investments
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Deferred income taxes
Other assets

Total assets

Current liabilities:

Liabilities and Stockholders’ Equity

Accounts payable
Accrued compensation and employee benefits
Other accrued liabilities
Deferred revenue
Current maturities on debt

Total current liabilities

Long-term debt
Operating lease liabilities
Other liabilities

Total liabilities

Commitments and contingencies
Stockholders’ equity (deficit):

September 30,

2021

2020

(In thousands, except par value
data)

195,354
312,107
43,513

550,974
31,884
1,312
27,913
47,275
788,185
4,099
20,549
95,585

157,394
334,180
42,504

534,078
25,513
1,060
46,419
57,656
812,364
9,236
14,629
105,285

$ 1,567,776

$ 1,606,240

20,749
103,506
79,535
105,417
250,000

559,207
1,009,018
53,670
56,823

23,033
117,952
63,367
115,159
95,000

414,511
739,435
73,207
48,005

1,678,718

1,275,158

Preferred stock ($0.01 par value; 1,000 shares authorized; none issued and

outstanding)

—

Common stock ($0.01 par value; 200,000 shares authorized, 88,857 shares

issued and 27,568 and 29,096 shares outstanding at September 30, 2021 and
September 30, 2020, respectively)
Paid-in-capital
Treasury stock, at cost (61,289 and 59,761 shares at September 30, 2021 and

September 30, 2020, respectively)

Retained earnings
Accumulated other comprehensive loss

Total stockholders’ equity (deficit)

276
1,237,348

291
1,218,583

(3,857,855)
2,585,143
(75,854)

(2,997,856)
2,193,059
(82,995)

(110,942)

331,082

Total liabilities and stockholders’ equity (deficit)

$ 1,567,776

$ 1,606,240

See accompanying notes.

FAIR ISAAC CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Revenues:

On-premises and SaaS software
Professional services
Scores

Total revenues

Operating expenses:

Total operating expenses

Operating income
Interest expense, net
Other income, net

Income before income taxes
Provision for income taxes

Net income

Other comprehensive income (loss):

Foreign currency translation adjustments

Comprehensive income

Basic earnings per share

Shares used in computing basic earnings per share

Diluted earnings per share

Year Ended September 30,

2019
2020
2021
(In thousands, except per share data)

$ 517,888
144,501
654,147

$ 584,576
181,439
528,547

$ 556,968
181,938
421,177

1,316,536

1,294,562

1,160,083

332,462
171,231
396,281
3,255
7,957
(100,139)

811,047

505,489
(40,092)
7,745

473,142
81,058

392,084

361,142
166,499
420,930
4,993
45,029
—

998,593

295,969
(42,177)
3,208

257,000
20,589

236,411

336,845
149,478
414,086
6,126
—
—

906,535

253,548
(39,752)
2,276

216,072
23,948

192,124

7,141

7,090

(13,664)

$ 399,225

$ 243,501

$ 178,460

13.65

8.13

6.63

28,734

29,067

28,980

13.40

7.90

6.34

Shares used in computing diluted earnings per share

29,260

29,932

30,294

See accompanying notes.

FAIR ISAAC CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Years Ended September 30, 2021, 2020 and 2019

(In thousands)

Par
Value

Paid-in-
Capital

Treasury
Stock

Retained
Earnings

Common
Stock

Balance at September 30, 2018 29,015 $290 $1,211,051 $(2,612,007)$1,764,524
Share-based compensation
— —
Issuance of treasury stock under

82,973

—

employee stock plans

Repurchases of common stock
Net income
Foreign currency translation

8
(9)

854
(925)
— —

(68,659)
—
—

adjustments

— —

—

38,442
(228,885)

—

—
—
192,124

—

Balance at September 30, 2019 28,944 289 1,225,365 (2,802,450) 1,956,648
Share-based compensation
— —
Issuance of treasury stock under

93,681

—

Accumulated
Other
Comprehensive
Loss

$(76,421)

—

—
—
—

(13,664)

(90,085)
—

employee stock plans

Repurchases of common stock
Net income
Foreign currency translation

adjustments

9
(7)

827
(675)
— —

— —

(100,463)

—
—

—

39,810
(235,216)

—

—
—
236,411

—
—
—

—

7,090

Balance at September 30, 2020 29,096 291 1,218,583 (2,997,856) 2,193,059
Share-based compensation
— —
Issuance of treasury stock under

111,700

—

(82,995)
—

employee stock plans

Repurchases of common stock
Net income
Foreign currency translation

349
(1,877)

4
(19)

— —

(88,953)
(3,982)
—

adjustments

— —

—

18,222
(878,221)

—

—
—
392,084

—
—
—

Total
Stockholders’
Equity (Deficit)

$ 287,437
82,973

(30,209)
(228,894)
192,124

(13,664)

289,767
93,681

(60,644)
(235,223)
236,411

7,090

331,082
111,700

(70,727)
(882,222)
392,084

—

7,141

Balance at September 30, 2021 27,568 $276 $1,237,348 $(3,857,855)$2,585,143

$(75,854)

$(110,942)

See accompanying notes.

FAIR ISAAC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
Share-based compensation
Deferred income taxes
Non-cash operating lease costs
Impairment loss on operating lease assets
Provision of doubtful accounts
Net gain (loss) on marketable securities
Net loss on sales and abandonment of property and equipment
Gains on product line asset sales and business divestiture

Changes in operating assets and liabilities:

Accounts receivable
Prepaid expenses and other assets
Accounts payable
Accrued compensation and employee benefits
Other liabilities
Deferred revenue

Net cash provided by operating activities

Cash flows from investing activities:
Purchases of property and equipment
Proceeds from sales of marketable securities
Purchases of marketable securities
Proceeds from product line asset sales and business divestiture
Distribution from (purchase of) equity investment
Cash paid for acquisitions, net of cash acquired

Year Ended September 30,

2021

2020

2019

(In thousands)

$ 392,084

$ 236,411

$ 192,124

25,592
112,457
(5,955)
16,102
—
652
(4,569)
333
(100,139)

24,496
(5,722)
(2,354)
(13,144)
(20,502)
4,486

30,367
93,681
(8,639)
20,011
28,016
3,199
(2,071)
5,249
—

(59,889)
(960)
1,059
12,065
693
5,724

31,612
82,973
7,701
—
—
518
761
127
—

(36,176)
(55,507)
1,885
22,380
1,463
10,489

423,817

364,916

260,350

(7,569)
7,237
(9,039)
147,431
(210)
—

(21,989)
3,470
(6,119)
—

—

(23,981)
3,480
(6,404)
—
—
(15,855)

Net cash provided by (used in) investing activities

137,850

(24,583)

(42,760)

Cash flows from financing activities:
Proceeds from revolving line of credit
Payments on revolving line of credit
Proceeds from issuance of senior notes
Payments on senior notes
Payments on debt issuance costs
Payments on finance leases
Proceeds from issuance of treasury stock under employee stock plans
Taxes paid related to net share settlement of equity awards
Repurchases of common stock

Net cash used in financing activities

Effect of exchange rate changes on cash

Increase in cash and cash equivalents
Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

682,000
(259,000)

—
—
(1,488)
(176)
20,881
(91,609)
(874,179)

263,000
(513,000)
350,000
(85,000)
(6,840)
(1,716)
42,258
(102,903)
(235,223)

229,000
(141,000)

—
(28,000)
—
(945)
22,788
(52,996)
(228,894)

(523,571)

(289,424)

(200,047)

(136)

37,960
157,394

50,968
106,426

(1,140)

16,403
90,023

$ 195,354

$ 157,394

$ 106,426

Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds of $464, $1,931 and $1,372 during the years

ended September 30, 2021, 2020 and 2019, respectively

Cash paid for interest
Supplemental disclosures of non-cash investing and financing activities:
Finance lease obligation incurred
Unsettled repurchases of common stock
Purchase of property and equipment included in accounts payable

$ 71,486
$ 37,955

$ 10,152
$ 37,735

$ 18,779
$ 39,924

$
$
$

— $
$
$

8,043
71

1,387

$
— $
$
166

5,803
—
1,448

See accompanying notes.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

1. Nature of Business and Summary of Significant Accounting Policies

Fair Isaac Corporation

Fair Isaac Corporation (“FICO”), a Delaware corporation, was founded in 1956 on the premise that data,
used intelligently, can improve business decisions. Today, FICO’s software and the widely used FICO® Score
operationalize analytics, enabling thousands of businesses in nearly 120 countries to uncover new opportunities,
make timely decisions that matter, and execute them at scale. Most leading banks and credit card issuers rely on
our solutions, as do insurers, retailers, telecommunications providers, automotive companies, public agencies,
and organizations in other industries. We also serve consumers through online services that enable people to
access and understand their FICO Scores, the standard measure in the U.S. of consumer credit risk, empowering
them to increase financial literacy and manage their financial health.

In these consolidated financial statements, FICO is referred to as “we,” “us,” “our,” or “the Company.”

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of FICO and its subsidiaries. All intercompany

accounts and transactions have been eliminated.

During the fourth quarter of our fiscal 2021, we reevaluated our operating segments to better align with how

our chief operating decision maker (“CODM”), who is our Chief Executive Officer, evaluates performance and
allocates resources. The key factors evaluated included our evolving platform strategies, our go-to market
considerations, and sales of our product lines and businesses during fiscal 2021, and in particular the divestiture
of our Collections and Recovery (“C&R”) business in June 2021, among others. As a result, we consolidated our
operating segment structure from three to two by merging Applications and Decision Management Software
segments into the new Software segment. As a result, we modified the presentation of our segment financial
information with retrospective application to all prior periods presented. In addition, effective beginning in the
fourth quarter of fiscal 2021, we changed the classification of revenue from transactional and maintenance,
professional services, and license to on-premises and SaaS software, professional services and scores on our
consolidated statements of income and comprehensive income, as well as our disclosures on disaggregation of
revenue, to better align with our business strategy. Previously reported amounts in the consolidated statements of
income and comprehensive income and notes to the consolidated financial statements have been adjusted to
conform to the current presentation.

Use of Estimates

We make estimates and assumptions that affect the amounts reported in the financial statements and the

disclosures made in the accompanying notes. For example, we use estimates in determining the appropriate
levels of various accruals; variable considerations included in the transaction price and standalone selling price of
each performance obligation for our customer contracts; labor hours in connection with fixed-fee service
contracts; the amount of our tax provision and the realizability of deferred tax assets. We also use estimates in
determining the remaining economic lives and carrying values of acquired intangible assets, property and
equipment, and other long-lived assets. In addition, we use assumptions to estimate the fair value of reporting
units and share-based compensation. Actual results may differ from our estimates.

As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future
events and their effects cannot be determined with certainty and therefore require increased judgment. These
estimates and assumptions may change in future periods and will be recognized in the consolidated financial

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

statements as new events occur and additional information becomes known. To the extent our actual results differ
materially from those estimates and assumptions, our future financial statements could be affected. For more
information, see Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in banks and investments with an original maturity of 90 days or

less at time of purchase.

Fair Value of Financial Instruments

The fair value of certain of our financial instruments, including cash and cash equivalents, receivables, other

current assets, accounts payable, accrued compensation and employee benefits, other accrued liabilities and
amounts outstanding under our revolving line of credit, approximate their carrying amounts because of the short-
term maturity of these instruments. The fair values of our cash and cash equivalents and marketable securities
investments are disclosed in Note 5. The fair value of our derivative instruments is disclosed in Note 6. The fair
value of our senior notes is disclosed in Note 10.

Investments

We categorize our investments in debt and equity instruments as trading, available-for-sale or

held-to-maturity at the time of purchase. Trading securities are carried at fair value with unrealized gains or
losses included in income (expense). Available-for-sale securities are carried at fair value measurements using
quoted prices in active markets for identical assets or liabilities with unrealized gains or losses included in
accumulated other comprehensive income (loss). Held-to-maturity securities are carried at amortized cost.
Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific
identification basis and are included in other income (expense). We review marketable securities for impairment
whenever circumstances and situations change such that there is an indication that the carrying amounts may not
be recovered. We did not classify any securities as held-to-maturity or available-for-sale during each of the three
years ended September 30, 2021, 2020 and 2019. Investments with remaining maturities over one year are
classified as long-term investments.

We have certain other investments for which there is no readily determinable fair value. These investments

are recorded at cost, less impairment (if any) plus or minus adjustments for observable price changes. The
carrying value of these investments was $1.3 million and $1.1 million at September 30, 2021 and 2020,
respectively, and they are reported in other assets on our consolidated balance sheets. At September 30, 2021, we
reviewed the carrying value of these investments and concluded that they were not impaired and as of that date,
we were unable to exercise significant influence over the investees.

Concentration of Risk

Financial instruments that potentially expose us to concentrations of risk consist primarily of cash and cash
equivalents, marketable securities and accounts receivable, which are generally not collateralized. Our policy is
to place our cash, cash equivalents, and marketable securities with high quality financial institutions, commercial
corporations and government agencies in order to limit the amount of credit exposure. We have established
guidelines relative to diversification and maturities for maintaining safety and liquidity. We generally do not
require collateral from our customers, but our credit extension and collection policies include analyzing the
financial condition of potential customers, establishing credit limits, monitoring payments, and aggressively
pursuing delinquent accounts. We maintain allowances for potential credit losses.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

A significant portion of our revenues are derived from the sales of products and services to the financial

services industries.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Major

renewals and improvements are capitalized, while repair and maintenance costs are expensed as incurred. Assets
acquired under capital leases are included in property and equipment with corresponding depreciation included in
accumulated depreciation. Depreciation and amortization charges are calculated using the straight-line method
over the following estimated useful lives:

Data processing equipment and software
Office furniture and equipment
Leasehold improvements

Equipment under capital lease

Estimated Useful Life

3 years to 6 years
3 years to 7 years
Shorter of estimated
useful life or lease term
Shorter of estimated
useful life or lease term

The cost and accumulated depreciation for property and equipment sold, retired or otherwise disposed of are
removed from the applicable accounts and resulting gains or losses are recorded in our consolidated statements of
income and comprehensive income. Depreciation and amortization on property and equipment totaled
$20.3 million, $23.5 million and $24.2 million during fiscal 2021, 2020 and 2019, respectively.

Internal-Use Software

Costs incurred to develop internal-use software during the application development stage are capitalized and

reported at cost. Application development stage costs generally include costs associated with internal-use
software configuration, coding, installation and testing. Costs of significant upgrades and enhancements that
result in additional functionality are also capitalized whereas costs incurred for maintenance and minor upgrades
and enhancements are expensed as incurred. Capitalized costs are amortized using the straight-line method over
two to three years. Software development costs required to be capitalized for internal-use software have not been
material to date.

Capitalized Software and Research and Development Costs

Software development costs relating to products to be sold in the normal course of business are expensed as
incurred as research and development costs until technological feasibility is established. Technological feasibility
for our products occurs approximately concurrently with the general release of our products; accordingly, we
have not capitalized any development or production costs. Costs we incur to maintain and support our existing
products after the general release of the product are expensed in the period they are incurred and included in
research and development costs in our consolidated statements of income and comprehensive income.

Goodwill, Acquisition Intangibles and Other Long-Lived Assets

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

During the fourth quarter of fiscal 2021, we reevaluated our operating segments to better align with how our

CODM evaluates performance and allocates resources, which resulted in a change from three operating
segments, Applications, Decision Management Software and Scores, to two operating segments, Software and
Scores. As part of this reevaluation, we reconsidered our reporting units and concluded our operating segments
continue to represent our reporting units. When evaluating goodwill for impairment, we may first perform an
assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair
value, referred to as a “step zero” approach. If, based on the review of the qualitative factors, we determine it is
not more likely than not that the fair value of a reporting unit is less than its carrying value, we would bypass the
two-step impairment test. Events and circumstances we consider in performing the “step zero” qualitative
assessment include macro-economic conditions, market and industry conditions, internal cost factors, share price
fluctuations, and the operational stability and overall financial performance of the reporting units. If we conclude
that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, we would perform
the first step (“step one”) of the two-step impairment test and calculate the estimated fair value of the reporting
unit by using discounted cash flow valuation models and by comparing our reporting units to guideline publicly-
traded companies. These methods require estimates of our future revenues, profits, capital expenditures, working
capital, and other relevant factors, as well as selecting appropriate guideline publicly-traded companies for each
reporting unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans,
industry data, and other relevant factors. Alternatively, we may bypass the qualitative assessment described
above for any reporting unit in any period and proceed directly to performing step one of the goodwill
impairment test.

We performed a step one quantitative impairment test on the Software and Scores reporting units before and

We amortize our finite-lived intangible assets which result from our acquisitions over the following

estimated useful lives:

Completed technology
Customer contracts and relationships
Trade names
Non-compete agreements

Estimated Useful Life

4 years to 10 years
5 years to 10 years
1 year
2 years

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an

amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or
services.

See Note 12 for further discussion on revenues.

Business Combinations

Accounting for business combinations requires our management to make significant estimates and
assumptions, especially at the acquisition date, including our estimates for intangible assets, contractual
obligations assumed, pre-acquisition contingencies and contingent consideration, where applicable. If we cannot
reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the
measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is
probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the
asset or liability can be reasonably estimated. Although we believe the assumptions and estimates we have made
in the past have been reasonable and appropriate, they are based in part on historical experience and information
obtained from the management of the acquired companies and are inherently uncertain. Subsequent to the
measurement period, changes in our estimates of such contingencies will affect earnings and could have a
material effect on our consolidated results of operations and financial position.

Examples of critical estimates in valuing certain of the intangible assets we have acquired include but are

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a
business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based
upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary
estimates being recorded to goodwill provided that we are within the measurement period. Subsequent to the
measurement period or our final determination of the tax allowance’s or contingency’s estimated value,
whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

our provision for income taxes in our consolidated statements of income and comprehensive income and could
have a material impact on our consolidated results of operations and financial position.

Income Taxes

We estimate our income taxes based on the various jurisdictions where we conduct business, which involves

significant judgment in determining our income tax provision. We estimate our current tax liability using
currently enacted tax rates and laws and assess temporary differences that result from differing treatments of
certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities
recorded on our consolidated balance sheets using the currently enacted tax rates and laws that will apply to
taxable income for the years in which those tax assets are expected to be realized or settled. We then assess the
likelihood our deferred tax assets will be realized and to the extent we believe realization is not more likely than
not, we establish a valuation allowance. When we establish a valuation allowance or increase this allowance in an
accounting period, we record a corresponding income tax expense in our consolidated statements of income and
comprehensive income. In assessing the need for the valuation allowance, we consider future taxable income in
the jurisdictions we operate; our ability to carry back tax attributes to prior years; an analysis of our deferred tax
assets and the periods over which they will be realizable; and ongoing prudent and feasible tax planning
strategies. An increase in the valuation allowance would have an adverse impact, which could be material, on our
income tax provision and net income in the period in which we record the increase.

A description of our accounting policies associated with tax-related contingencies and valuation allowances

assumed as part of a business combination is provided under “Business Combinations” above.

Earnings per Share

Basic earnings per share are computed on the basis of the weighted-average number of common shares
outstanding during the period under measurement. Diluted earnings per share are based on the weighted-average
number of common shares outstanding and potential common shares. Potential common shares result from the
assumed exercise of outstanding stock options or other potentially dilutive equity instruments, when they are
dilutive under the treasury stock method.

Comprehensive Income

Comprehensive income is the change in our equity (net assets) during each period from transactions and
other events and circumstances from non-owner sources. It includes net income, foreign currency translation
adjustments and unrealized gains and losses on our investments in marketable securities, net of tax.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Foreign Currency and Derivative Financial Instruments

We have determined that the functional currency of each foreign operation is the local currency. Assets and
liabilities denominated in their local foreign currencies are translated into U.S. dollars at the exchange rate on the
balance sheet date. Revenues and expenses are translated at average rates of exchange prevailing during the
period. Foreign currency translation adjustments are accumulated as a separate component of consolidated
stockholders’ equity.

We utilize derivative instruments to manage market risks associated with fluctuations in certain foreign

currency exchange rates as they relate to specific balances of accounts receivable and cash denominated in
foreign currencies. We principally utilize foreign currency forward contracts to protect against market risks
arising in the normal course of business. Our policies prohibit the use of derivative instruments for the sole
purpose of trading for profit on price fluctuations or to enter into contracts that intentionally increase our
underlying exposure. All of our foreign currency forward contracts have maturity periods of less than
three months.

At the end of the reporting period, foreign-currency-denominated assets and liabilities are remeasured into

the functional currencies of the reporting entities at current market rates. The change in value from this
remeasurement is reported as a foreign exchange gain or loss for that period in other income, net in the
accompanying consolidated statements of income and comprehensive income.

We recorded transactional foreign exchange losses of $0.0 million, $1.0 million and $0.0 million during

fiscal 2021, 2020 and 2019, respectively.

Share-Based Compensation

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred and are included in selling, general and
administrative expenses in the accompanying consolidated statements of income and comprehensive income.
Advertising and promotion costs totaled $6.9 million, $8.7 million and $3.6 million in fiscal 2021, 2020 and
2019, respectively.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2018-15, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software (“ASU 2018-15”).
ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing
arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to
develop or obtain internal-use software. We adopted ASU 2018-15 in the first quarter of our fiscal 2021 and the
adoption did not have a significant impact on our consolidated financial statements.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance:
ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, “Topic 326”). Topic 326 requires
measurement and recognition of expected credit losses for financial assets held. We adopted Topic 326 in the
first quarter of our fiscal 2021 and the adoption did not have a significant impact on our consolidated financial
statements.

Recent Accounting Pronouncements Not Yet Adopted

We do not expect that any recently issued accounting pronouncements will have a significant effect on our

financial statements.

2. Business Combinations

There were no acquisitions incurred during fiscal 2021 and 2020.

In fiscal 2019, we acquired 100% of the equity of eZmCom, Inc. for $18.6 million in cash. We recorded

$6.0 million of intangible assets which are being amortized using the straight-line method over a weighted-
average useful life of 4.73 years. We allocated $11.2 million of goodwill to our Software segment that is
deductible for tax purposes.

3. Business Divestiture

On May 4, 2021, we entered into a definitive agreement to sell our C&R business to Jonas Collections and

Recovery Inc. (“Jonas”), a company in the Jonas Software operating group of Constellation Software Inc. The
decision to sell the C&R business was the result of management’s decision to divest certain software products
that are not built on FICO® Platform. This divestiture will allow us to focus our development and go-to market
resources on the growth of our Platform products. On June 7, 2021, we completed the sale to Jonas. As the C&R
business has the input, process, and output elements defined in Accounting Standards Codification 805, Business
Combinations, we concluded the sale qualified as a sale of a business. The gain recognized from the sale was
$92.8 million, which was recorded in gains on product line asset sales and business divestiture within the
accompanying consolidated statements of income and comprehensive income. Our C&R business was part of our
Software segment.

In addition, we sold all assets related to our cyber risk score operations in October 2020, and sold certain
assets related to our Software operations to an affiliated joint venture in China in December 2020. The net gain
realized from both transactions was immaterial.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

4. Cash, Cash Equivalents and Marketable Securities

The following is a summary of cash, cash equivalents and marketable securities at September 30, 2021 and

2020:

Cash and Cash Equivalents:
Cash
Money market funds

Total

Long-term Marketable Securities:
Marketable securities

September 30, 2021

September 30, 2020

Amortized
Cost

Fair Value

Amortized
Cost

Fair Value

(In thousands)

$195,160
194

$122,119
35,275

$195,354

$157,394

$ 23,836

$ 31,884

$ 20,195

$ 25,513

The assets included in marketable securities represent long-term marketable equity securities held under a

supplemental retirement and savings plan for certain officers and senior management employees, which are
distributed upon termination or retirement of the employees. These investments are treated as trading securities
and recorded at fair value.

5. Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The accounting guidance establishes a three-
level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of
assets and liabilities.

•

Level 1 — uses unadjusted quoted prices that are available in active markets for identical assets or
liabilities. Our Level 1 assets are comprised of money market funds and certain marketable securities.
We did not have any liabilities that are valued using inputs identified under a Level 1 hierarchy as of
September 30, 2021 and 2020.

Level 2 — uses inputs other than quoted prices included in Level 1 that are either directly or indirectly
observable through correlation with market data. These include quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are
not active; and inputs to valuation models or other pricing methodologies that do not require significant
judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated
by readily observable market data. We did not have any assets that are valued using inputs identified
under a Level 2 hierarchy as of September 30, 2021 and 2020. We measure the fair value of our senior
notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar
securities.

Level 3 — uses one or more significant inputs that are unobservable and supported by little or no
market activity, and that reflect the use of significant management judgment. Level 3 assets and
liabilities include those whose fair value measurements are determined using pricing models,
discounted cash flow methodologies or similar valuation techniques, and significant management

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

judgment or estimation. We did not have any assets or liabilities that are valued using inputs identified
under a Level 3 hierarchy as of September 30, 2021 and 2020.

The following table represents financial assets that we measured at fair value on a recurring basis at

September 30, 2021 and 2020:

September 30, 2021

Assets:
Cash equivalents (1)
Marketable securities (2)

Total

September 30, 2020

Assets:
Cash equivalents (1)
Marketable securities (2)

Total

Active Markets for
Identical Instruments
(Level 1)

Fair Value as of
September 30, 2021

(In thousands)

194
31,884

$32,078

194
31,884

$32,078

Active Markets for
Identical Instruments
(Level 1)

Fair Value as of
September 30, 2020

(In thousands)

$35,275
25,513

$60,788

$35,275
25,513

$60,788

(1)

Included in cash and cash equivalents on our consolidated balance sheets at September 30, 2021 and 2020.
Not included in this table are cash deposits of $195.2 million and $122.1 million at September 30, 2021 and
2020, respectively.

(2) Represents securities held under a supplemental retirement and savings plan for certain officers and senior

management employees, which are distributed upon termination or retirement of the employees. Included in
long-term marketable securities on our consolidated balance sheets at September 30, 2021 and 2020.

See Note 10 for the fair value of our senior notes.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the years

ended September 30, 2021, 2020 or 2019.

6. Derivative Financial Instruments

We use derivative instruments to manage risks caused by fluctuations in foreign exchange rates. The

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

net. The forward contracts are not designated as hedges and are marked to market through other income, net. Fair
value changes in the forward contracts help mitigate the changes in the value of the remeasured receivable and
cash balances attributable to changes in foreign exchange rates. The forward contracts are short-term in nature
and typically have average maturities at inception of less than three months.

The following tables summarize our outstanding foreign currency forward contracts, by currency, at

September 30, 2021 and 2020:

Sell foreign currency:
Euro (EUR)
Buy foreign currency:

British pound (GBP)
Singapore dollar (SGD)

Sell foreign currency:
Euro (EUR)
Buy foreign currency:

British pound (GBP)
Singapore dollar (SGD)

September 30, 2021

Contract Amount

Fair Value

Foreign
Currency

USD

(In thousands)

EUR

17,100

$19,829

GBP
SGD

11,467
6,650

$15,400
$ 4,900

—

—
—

September 30, 2020

Contract Amount

Fair Value

Foreign
Currency

USD

(In thousands)

EUR

15,000

$17,656

GBP
SGD

16,555
7,815

$21,300
$ 5,700

—

—
—

The foreign currency forward contracts were entered into on September 30 of each fiscal year; therefore,

their fair value was $0 at September 30, 2021 and 2020.

Gains (losses) on derivative financial instruments are recorded in our consolidated statements of income and
comprehensive income as a component of other income, net. These amounts are shown below for the years ended
September 30, 2021, 2020 and 2019:

Gain (loss) on foreign currency forward contracts

Year Ended September 30,

2021

2020

2019

(In thousands)
$(347)

$2,064

$(896)

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

7. Goodwill and Intangible Assets

Intangible assets that are subject to amortization consisted of the following at September 30, 2021 and

2020:

Completed technology
Customer contracts and

relationships

Non-compete agreements

September 30, 2021

September 30, 2020

Gross
Carrying
Amount

Accumulated
Amortization

Net

Average
Life

Gross
Carrying
Amount

Accumulated
Amortization

Net

Average
Life

$71,808

$(70,391)

$1,417

$ 83,764

$(80,136)

$3,628

(In thousands, except average life)

13,719
—

(11,037)
—

2,682
—

9
—

19,332
350

(13,870)
(204)

5,462
146

$85,527

$(81,428)

$4,099

$103,446

$(94,210)

$9,236

9
2

Amortization expense associated with our intangible assets is reflected as a separate operating expense

caption — amortization of intangible assets — and is excluded from cost of revenues and selling, general and
administrative expenses within the accompanying consolidated statements of income and comprehensive income.
Amortization expense consisted of the following:

Completed technology
Customer contracts and relationships
Trade names
Non-compete agreements

Total

Year Ended September 30,

2021

2020

2019

(In thousands)
$1,766
2,927
125
175

$1,974
4,098
25
29

$1,027
2,082
—
146

$3,255

$4,993

$6,126

Estimated future intangible asset amortization expense associated with intangible assets existing at

September 30, 2021, was as follows (in thousands):

Year Ending September 30,

2022
2023
2024

Total

$2,082
1,100
917

$4,099

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

The following table summarizes changes to goodwill during fiscal 2021 and 2020, both in total and as

allocated to our operating segments. We have not recognized any goodwill impairment losses to date.

Balance at September 30, 2019
Foreign currency translation adjustment

Balance at September 30, 2020

Foreign currency translation adjustment
C&R business divestiture

Balance at September 30, 2021

Scores

Software

Total

$146,648
—

(In thousands)
$656,894
8,822

$803,542
8,822

146,648

665,716

812,364

—
—

1,417
(25,596)

$146,648

$641,537

$788,185

8. Composition of Certain Financial Statement Captions

The following table presents the composition of property and equipment, net and other assets at

September 30, 2021 and 2020:

Property and equipment:

Data processing equipment and software
Office furniture and equipment
Leasehold improvements
Equipment under capital lease

September 30,

2021

2020

(In thousands)

$ 86,144
16,754
22,068
—

$ 108,913
20,478
25,239
6,489

Less: accumulated depreciation and amortization

(97,053)

(114,700)

Total

Other assets:

Long-term receivables
Prepaid commissions
Others

Total

$ 27,913

$ 46,419

$ 37,452
44,932
13,201

$ 54,074
38,579
12,632

$ 95,585

$ 105,285

9. Revolving Line of Credit

On August 19, 2021, we amended our credit agreement with a syndicate of banks, increasing our borrowing

capacity under the unsecured revolving line of credit to $600 million and extended its maturity to August 19,
2026. Borrowings under the credit facility can be used for working capital and general corporate purposes and
may also be used for the refinancing of existing debt, acquisitions, and the repurchase of our common stock.
Interest on amounts borrowed under the credit facility is based on (i) an adjusted base rate, which is the greatest
of (a) the prime rate and (b) the Federal Funds rate plus 0.500% and (c) the one-month LIBOR rate plus 1.000%,
plus, in each case, an applicable margin, or (ii) an adjusted LIBOR rate plus an applicable margin. The applicable
margin for base rate borrowings ranges from 0% to 0.750% and for LIBOR borrowings ranges from 1.000% to
1.750% and is determined based on our consolidated leverage ratio. In addition, we must pay credit facility fees.
The credit facility contains certain restrictive covenants, including maintaining a maximum consolidated leverage

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

ratio of 3.50, subject to a step up to 4.00 following certain permitted acquisitions; and a minimum interest
coverage ratio of 3.00. The credit agreement also contains other covenants typical of unsecured facilities. As of
September 30, 2021, we had $518.0 million in borrowings outstanding at a weighted-average interest rate of
1.212% and we were in compliance with all financial covenants under this credit facility.

In October 2021, we further amended the credit agreement. See Note 23 for additional information.

10. Senior Notes

On December 6, 2019, we issued $350 million of senior notes in a private offering to qualified institutional

investors (the “2019 Senior Notes,” along with the 2018 Senior Notes, the “Senior Notes”). The 2019 Senior
Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028.

The indentures for the 2018 Senior Notes and the 2019 Senior Notes contain customary affirmative and

negative covenants, including certain events of default, typical of unsecured obligations.

The following table presents the carrying amounts and fair values for the Senior Notes at September 30,

2021 and 2020:

The 2018 Senior Notes
The 2019 Senior Notes

Total

September 30, 2021

September 30, 2020

Face
Value (*)

Fair Value

Face
Value (*)

Fair Value

(In thousands)

400,000
350,000

453,000
357,000

400,000
350,000

442,000
358,750

$750,000

$810,000

$750,000

$800,750

(*) The carrying value of the Senior Notes was the face value reduced by the net debt issuance costs of

$9.0 million and $10.6 million at September 30, 2021 and 2020, respectively.

Future principal payments for the Senior Notes are as follows (in thousands):

Year Ending September 30,

2026
Thereafter

Total

400,000
350,000

$750,000

11. Accelerated Share Repurchase

We have authorization to make repurchases of shares of our common stock from time to time in the open

market or in negotiated transactions. As part of the broader share repurchase program, we entered into an
accelerated share repurchase agreement (“ASR Agreement”) with a financial institution on June 17, 2021 to
repurchase $200.0 million of our common stock. The ASR Agreement was accounted for as two separate

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

transactions (1) a repurchase of common stock and (2) an equity-linked contract on our own stock. Pursuant to
the ASR Agreement, we paid $200.0 million to the financial institution and received an initial delivery of
319,400 shares of common stock, which approximated 80% of the total number of expected shares to be
repurchased under the ASR Agreement. The equity-linked contract for the remaining $40.0 million, representing
remaining shares to be delivered under the ASR Agreement, was recorded as a reduction to stockholders’ equity
as of June 30, 2021 and was settled in August 2021 with us receiving 70,127 additional shares. In total, 389,527
shares were repurchased under the ASR Agreement. We were not required to make any additional cash payments
or delivery of common stock to the financial institution upon settlement of the agreement.

12. Revenue from Contracts with Customers

Contracts with Customers

Our SaaS products provide customers with access to and standard support for our software on a subscription

Our professional services include software implementation, consulting, model development and training.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

provided on a time and materials basis is recognized by applying the “right-to-invoice” practical expedient as the
amount to which we have a right to invoice the customer corresponds directly with the value of our performance
to the customer.

Our scoring services include both business-to-business and business-to-consumer offerings. Our

Disaggregation of Revenue

As discussed in Note 1, effective beginning in the fourth quarter of fiscal 2021, we changed the

classification of revenue from transactional and maintenance, professional services, and license to on-premises
and SaaS software, professional services and scores on our consolidated statements of income and
comprehensive income, as well as our disclosures on disaggregation of revenue to better align with our business
strategy. Previously reported amounts in the consolidated statements of income and comprehensive income and
notes herein have been adjusted to conform to the current presentation.

During fiscal 2021, we sold all assets related to our cyber risk score operations, sold certain assets related to
our Software segment to an affiliated joint venture in China, and divested our C&R business. The comparability
of the data below is impacted as a result of these divestitures.

The following tables provide information about disaggregated revenue by primary geographical market:

Americas
Europe, Middle East and Africa
Asia Pacific

Total

Americas
Europe, Middle East and Africa
Asia Pacific

Total

Year Ended September 30, 2021

Scores

Software

Total

Percentage

(Dollars in thousands)

$633,497
11,881
8,769

$416,436
178,515
67,438

$1,049,933
190,396
76,207

80%
14%
6%

$654,147

$662,389

$1,316,536

100%

Year Ended September 30, 2020

Scores

Software

Total

Percentage

(Dollars in thousands)

$514,909
6,385
7,253

$477,316
197,199
91,500

$ 992,225
203,584
98,753

76%
16%
8%

$528,547

$766,015

$1,294,562

100%

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Americas
Europe, Middle East and Africa
Asia Pacific

Total

Year Ended September 30, 2019

Scores

Software

Total

Percentage

(Dollars in thousands)

$409,369
6,359
5,449

$463,083
188,827
86,996

$ 872,452
195,186
92,445

75%
17%
8%

$421,177

$738,906

$1,160,083

100%

The following table provides information about disaggregated revenue for our Software segment by

deployment method:

On-premises software
SaaS software

Total

Year Ended September 30,

Percentage of revenues

2021

2020

2019

2021

2020

2019

$266,452
251,436

(Dollars in thousands)
$342,848
214,120

$347,532
237,044

51% 59% 62%
49% 41% 38%

$517,888

$584,576

$556,968

100% 100% 100%

The following table provides information about disaggregated revenue for our Software segment by product

features:

Platform software (*)
Non-Platform software

Total

Year Ended September 30,

Percentage of revenues

2021

2020

2019

2021

2020

2019

$ 66,884
451,004

(Dollars in thousands)
$ 39,175
517,793

$ 65,665
518,911

13% 11% 7%
87% 89% 93%

$517,888

$584,576

$556,968

100% 100% 100%

(*) The FICO platform software is a set of interoperable services which use software assets owned and/or

The following table provides information about disaggregated revenue for our Software segment by timing

of revenue recognition:

Software recognized at a point time (1)
Software recognized over contract term (2)

Total

Year Ended September 30,

Percentage of revenues

2021

2020

2019

2021

2020

2019

$ 59,024
458,864

(Dollars in thousands)
$111,308
445,660

$127,666
456,910

11% 22% 20%
89% 78% 80%

$517,888

$584,576

$556,968

100% 100% 100%

(1)

(2)

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

The following table provides information about disaggregated revenue for our Scores segment by

distribution method:

Business-to-business Scores
Business-to-consumer Scores

Total

Year Ended September 30,

Percentage of revenues

2021

2020

2019

2021

2020

2019

$446,538
207,609

(Dollars in thousands)
$302,103
119,074

$381,929
146,618

68% 72% 72%
32% 28% 28%

$654,147

$528,547

$421,177

100% 100% 100%

We derive a substantial portion of revenues from our contracts with the three major consumer reporting

agencies, TransUnion, Equifax and Experian. Revenues collectively generated by agreements with these
customers accounted for 38%, 33% and 29% of our total revenues in fiscal 2021, 2020 and 2019, respectively,
with all three consumer reporting agencies contributing more than 10% of our total revenues in fiscal 2021, and
one contributing more than 10% of our total revenues in fiscal 2020 and 2019. At September 30, 2021, only one
individual customer accounted for 10% or more of total consolidated receivables. At September 30, 2020, no
individual customer accounted for 10% or more of total consolidated receivables.

Contract Balances

We record a receivable when we satisfy a performance obligation prior to invoicing if only the passage of
time is required before payment is due or if we have an unconditional right to consideration before we satisfy a
performance obligation. We record a contract asset when we satisfy a performance obligation prior to invoicing
but our right to consideration is conditional. We record deferred revenue when the payment is made or due before
we satisfy a performance obligation.

Receivables at September 30, 2021 and 2020 consisted of the following:

Billed
Unbilled

Less: allowance for doubtful accounts

Net receivables

Less: long-term receivables *

Short-term receivables *

September 30,

2021

2020

(In thousands)

$198,305
155,408

$211,776
181,550

353,713
(4,154)

393,326
(5,072)

349,559

388,254

(37,452)

(54,074)

$312,107

$334,180

(*) Short-term receivables and long-term receivables were recorded in accounts receivable, net and other assets,

respectively, within the accompanying consolidated balance sheets.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Activity in the allowance for doubtful accounts was as follows:

Allowance for doubtful accounts, beginning balance

Add: expense
Less: write-offs (net of recoveries)

Allowance for doubtful accounts, ending balance

Year Ended September 30,

2021

2020

(In thousands)

$ 5,072
652
(1,570)

$ 4,154

$2,568
3,199
(695)

$5,072

Deferred revenue primarily relates to our maintenance and SaaS contracts billed annually in advance and
generally recognized ratably over the term of the service period. Significant changes in the deferred revenues
balances are as follows:

Deferred revenues, beginning balance
Revenue recognized that was included in the deferred revenues balance at the

beginning of the period

Decrease due to divestiture of the C&R business
Increases due to billings, excluding amounts recognized as revenue during the period

Deferred revenues, ending balance (*)

Year Ended September 30,

2021

2020

(In thousands)

$122,141

$ 116,320

(84,735)
(16,671)
90,028

(101,640)

—

107,461

$110,763

$ 122,141

(*) Ending balance at September 30, 2021 included current portion of $105.4 million and long-term portion of

$5.4 million that were recorded in deferred revenue and other liabilities, respectively, within the
consolidated balance sheets. Ending balance at September 30, 2020 included current portion of
$115.1 million and long-term portion of $7.0 million that were recorded in deferred revenue and other
liabilities, respectively, within the consolidated balance sheets.

Payment terms and conditions vary by contract type, although terms generally include a requirement of

payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of
invoicing, we have determined our contracts generally do not include a significant financing component. The
primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of
purchasing our products and services, not to provide customers with financing or to receive financing from our
customers. Examples include multi-year on-premises licenses that are invoiced annually with revenue recognized
upfront and invoicing at the beginning of a subscription term with revenue recognized ratably over the contract
period.

Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that will be
recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and
recognized as revenue in future periods. This does not include:

• Usage-based revenue that will be recognized in future periods from on-premises software subscriptions;

• Future billings on guaranteed minimums derived from on-premises software licenses;

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

• Consumption-based variable fees from SaaS software that will be recognized in the distinct service period

during which it is earned; and

• Revenue from variable considerations that will be recognized in accordance with the “right-to-invoice”

practical expedient, such as fees from our professional services billed based on a time and materials basis.

Revenue allocated to remaining performance obligations was $289.0 million as of September 30, 2021, of
which we expect to recognize approximately 50% over the next 18 months and the remainder thereafter. Revenue
allocated to remaining performance obligations was $298.0 million as of September 30, 2020.

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a

customer. Determining whether products and services are considered distinct and should be accounted for
separately may require significant judgment. Specifically, when implementation service is included in the
original software or SaaS offerings, judgment is required to determine if the implementation service significantly
modifies or customizes the software or SaaS service in such a way that the risks of providing it and the
customization service are inseparable. In rare instances, contracts may include significant modification or
customization of the software or SaaS service and will result in the combination of software or SaaS service and
implementation service as one performance obligation.

We determine the SSPs using data from our historical standalone sales, or, in instances where such

Significant judgment may be required to determine the timing of satisfaction of a performance obligation in

Capitalized Commission Costs

We capitalize incremental commission fees paid as a result of obtaining customer contracts. Capitalized
commission costs, which are recorded in other assets within the accompanying consolidated balance sheets, were
$44.9 million and $38.6 million at September 30, 2021 and 2020, respectively.

Capitalized commission costs are amortized on a straight-line basis over ten years — determined using a

portfolio approach — based on the transfer of goods or services to which the assets relate, taking into
consideration both the initial and future contracts as we do not typically pay a commission on a contract renewal.
The amortization costs are included in selling, general, and administrative expenses of our consolidated

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

statements of income and comprehensive income. The amount of amortization was $6.0 million, $5.7 million,
and $5.0 million during the years ended September 30, 2021, 2020 and 2019, respectively. There was no
impairment loss in relation to the costs capitalized.

We apply a practical expedient to recognize the incremental costs of obtaining contracts as an expense when

incurred if the amortization period of the assets that we otherwise would have recognized is one year or less.
These costs are recorded within selling, general, and administrative expenses.

13. Employee Benefit Plans

Defined Contribution Plans

We sponsor the Fair Isaac Corporation 401(k) plan for eligible employees in the U.S. Under this plan,
eligible employees may contribute up to 25% of compensation, not to exceed statutory limits. We also provide a
company matching contribution. Investment in FICO common stock is not an option under this plan. Our
contributions into all 401(k) plans, including former-acquired-company-sponsored plans that have since merged
into the Fair Isaac Corporation 401(k) plan or have been frozen, totaled $9.8 million, $10.1 million and
$10.3 million during fiscal 2021, 2020 and 2019, respectively.

Employee Incentive Plans

We maintain various employee incentive plans for the benefit of eligible employees, including officers. The

awards generally are based on the achievement of certain financial and performance objectives subject to the
discretion of management. Total expenses under our employee incentive plans were $58.1 million, $60.6 million
and $57.5 million during fiscal 2021, 2020 and 2019, respectively.

14. Restructuring and Impairment Charges

During fiscal 2021, we incurred restructuring charges of $8.0 million in employee separation costs due to
the elimination of 160 positions throughout the Company. Cash payments for all the employee separation costs
will be paid by the end of our fiscal 2022. There were no impairment charges incurred during fiscal 2021.

During fiscal 2020, we incurred net charges totaling $45.0 million consisting of $28.0 million in impairment

loss on operating lease assets, $5.2 million in impairment loss on disposals of property and equipment and
$11.8 million in restructuring charges. The impairment losses were associated with closing certain non-core
offices and reducing office space in other locations to better align with anticipated needs in light of post-
pandemic workforce patterns. The restructuring charges related to employee separation costs as a result of
eliminating 209 positions throughout the Company. Cash payments for all those employee separation costs were
fully paid before the end of our fiscal 2021.

There were no restructuring and impairment charges incurred during fiscal 2019.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

The following tables summarize our restructuring accruals. At September 30 2021, 2020, and 2019, the

balances were classified as current liabilities and recorded in other accrued liabilities within the accompanying
consolidated balance sheets.

Facilities charges
Employee separation

Employee separation

Accrual at
September 30,
2019

$1,378
—

1,378

Accrual at
September 30,
2020

8,191

Expense
Additions

Cash
Payments

Accrual
Adjustments (*)

$ —

11,768

(In thousands)
$ —

(3,577)

$11,768

$(3,577)

$(1,378)
—

$(1,378)

Expense
Additions

Cash
Payments

Accrual
Adjustments

7,956

(In thousands)
(8,291)

—

$ 7,956

$(8,291)

$ —

Accrual at
September 30,
2020

$ —

8,191

Accrual at
September 30,
2021

7,856

(*) Upon adoption of Topic 842, accrued lease exit obligations of $1.4 million, which were associated with

vacating excess leased space in fiscal 2017, were reclassified to operating lease liabilities.

15. Income Taxes

The provision for income taxes was as follows during fiscal 2021, 2020 and 2019:

Current:

Federal
State
Foreign

Deferred:

Federal
State
Foreign

Total provision

Year ended September 30,

2021

2020

2019

(In thousands)

$43,437
7,961
35,615

$14,566
2,180
12,482

$ 1,299
(423)
15,371

87,013

29,228

16,247

(4,602)
(948)
(405)

(5,955)

(8,575)
(957)
893

(8,639)

7,003
947
(249)

7,701

$81,058

$20,589

$23,948

The foreign provision was based on foreign pre-tax earnings of $62.1 million, $42.2 million and
$36.0 million in fiscal 2021, 2020 and 2019, respectively. Current foreign tax expense related to foreign tax
withholdings was $7.5 million, $6.4 million and $6.5 million in fiscal 2021, 2020 and 2019, respectively. Foreign
withholding tax and related foreign tax credits are included in current tax expense above.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Deferred tax assets and liabilities at September 30, 2021 and 2020 were as follows:

Deferred tax assets:

Loss and credit carryforwards
Compensation benefits
Operating lease liabilities
Other assets

Less: valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Intangible assets
Deferred commission
Property and equipment
Operating lease right-of-use assets
Other liabilities

Total deferred tax liabilities

Deferred tax assets, net

September 30,

2021

2020

(In thousands)

$ 30,311
29,305
17,076
16,711

$ 31,015
29,640
21,827
9,000

93,403
(28,403)

91,482
(24,563)

65,000

66,919

(10,518)
(10,520)
(487)
(11,258)
(11,668)

(14,715)
(9,027)
(3,135)
(13,719)
(11,694)

(44,451)

(52,290)

$ 20,549

$ 14,629

Based upon the level of historical taxable income and projections for future taxable income over the periods

that the deferred tax assets will reverse, management believes it is more likely than not that we will realize the
benefits of the deferred tax assets, net of the existing valuation allowance at September 30, 2021.

As of September 30, 2021, we had available U.S. federal and foreign net operating loss (“NOL”)
carryforwards of approximately $6.7 million and $29.2 million, respectively. The U.S. federal NOLs were
acquired in connection with our acquisitions of Adeptra in fiscal 2012 and Infoglide in fiscal 2013. The U.S.
federal NOL carryforward will expire at various dates beginning in fiscal 2024, if not utilized. The $29.2 million
of foreign NOL includes $4.9 million related to China and $18.1 million related to Germany. Due to a limited
ability to utilize the China and Germany NOLs, a full valuation allowance has been recorded on the China and
Germany NOLs, resulting in no tax benefit. Utilization of the U.S. federal NOL is subject to an annual limitation
due to the “change in ownership” provisions of the Internal Revenue Code of 1986, as amended. We have
available an excess California state research credit of approximately $17.1 million. The California state research
credit does not have an expiration date; however, based on enacted law and expected future cash taxes, we have
recorded a valuation allowance of $17.1 million. There is approximately $3.0 million of excess Foreign Tax
Credit. The foreign tax credit is not expected to be utilized fully in future tax, and a valuation allowance of
$3.0 million has been recorded.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

A reconciliation of the provision for income taxes, with the amount computed by applying the U.S. federal
statutory income tax rate of 21% to income before provision for income taxes for fiscal 2021, 2020 and 2019 is
shown below:

Income tax provision at U.S. federal statutory rate
State income taxes, net of U.S. federal benefit
Foreign tax rate differential
Research credits
Valuation allowance
Excess tax benefits relating to share-based compensation
GILTI, FDII and BEAT
Other

Recorded income tax provision

Year Ended September 30,

2021

2020

2019

$ 99,360
7,815
1,490
(6,795)
3,839
(15,573)
(4,958)
(4,120)

(In thousands)
$ 53,970
4,619
493
(5,868)
5,332
(45,086)
7,136
(7)

$ 45,375
4,194
839
(5,761)
(333)
(24,891)
1,467
3,058

$ 81,058

$ 20,589

$ 23,948

The increase in our income tax provision in fiscal 2021 compared to fiscal 2020 is due to an increase in

pretax book income, of which a large amount was due to the gain on divestiture of C&R business, as well as a
decrease in excess tax benefits related to share-based compensation.

The decrease in our income tax provision in fiscal 2020 compared to fiscal 2019 is due to the excess tax

benefits related to share-based compensation.

Unrecognized Tax Benefit for Uncertain Tax Positions

We conduct business globally and, as a result, file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing
authorities. With a few exceptions, we are no longer subject to U.S. federal, state, local, or foreign income tax
examinations for fiscal years prior to 2018.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Gross unrecognized tax benefits at beginning of year
Gross increases for tax positions in prior years
Gross decreases for tax positions in prior years
Gross increases based on tax positions related to the current year
Decreases for settlements and payments
Decreases due to statute expiration

Gross unrecognized tax benefits at end of year

Year Ended September 30,

2021

2020

2019

$ 7,994
—
(385)
5,273
(643)
(1,342)

(In thousands)
$5,834
883
(65)
2,260
—
(918)

$6,113
509
(611)
1,439
(637)
(979)

$10,897

$7,994

$5,834

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

We had $10.9 million of total unrecognized tax benefits as of September 30, 2021, including $10.4 million
of tax benefits that, if recognized, would impact the effective tax rate. Although the timing and outcome of audit
settlements are uncertain, it is unlikely there will be a significant reduction of the uncertain tax benefits in the
next twelve months.

We recognize interest expense and penalties related to unrecognized tax benefits and penalties as part of the

provision for income taxes in our consolidated statements of income and comprehensive income. We recognize
interest earned related to income tax matters as interest income in our consolidated statements of income and
comprehensive income. As of September 30, 2021, we had accrued interest of $0.4 million related to the
unrecognized tax benefits.

16. Share-Based Employee Benefit Plans

Description of Stock Option and Share Plans

We maintained the 2012 Long-Term Incentive Plan (the “2012 Plan”) under which we were authorized to

issue equity awards, including stock options, stock appreciation rights, restricted stock awards, stock unit awards
and other share-based awards. All employees, consultants and advisors of FICO or any subsidiary, as well as all
non-employee directors were eligible to receive awards under the 2012 Plan. Upon effectiveness of the new long-
term incentive plan on March 3, 2021 as described further below, no new awards may be made under the 2012
Plan.

On March 3, 2021, our shareholders approved the adoption of the 2021 Long-Term Incentive Plan (the

“2021 Plan”). The 2021 Plan authorizes the issuance of up to 5,900,000 shares of our common stock, plus
additional shares that become available due to the expiration, forfeiture or cancellation of awards outstanding
under the 2012 Plan on March 3, 2021. Under the terms of the 2021 Plan, the pool of shares available for
issuance may be used for all types of equity awards available under the 2021 Plan, which include stock options,
stock appreciation rights, restricted stock awards, stock unit awards and other share-based awards. All
employees, consultants and advisors of FICO or any subsidiary, as well as all non-employee directors, are
eligible to receive awards under the 2021 Plan. The 2021 Plan will remain in effect until the earliest of the
following: all shares subject to the Plan are distributed, the Board terminates the Plan, or the tenth anniversary of
the effective date of the Plan.

Stock option awards have a maximum term of ten years. In general, stock option awards and restricted stock

unit awards not subject to market or performance conditions vest annually over four years. Restricted stock unit
awards subject to market or performance conditions generally vest annually over three years based on the
achievement of specified criteria. At September 30, 2021, there were 5,850,154 shares available for issuance as
new awards under the 2021 Plan.

Description of Employee Stock Purchase Plan

We maintain the 2019 Employee Stock Purchase Plan (the “2019 Purchase Plan”) under which we are
authorized to issue up to 1,000,000 shares of our common stock to eligible employees. Employees may have up
to 15% of their eligible pay withheld through payroll deductions to purchase FICO common stock during semi-
annual offering periods. The purchase price of the stock is 85% of the closing sales price of FICO common stock
on the last trading day of each offering period. Offering period means approximately six-month periods
commencing (a) on the first trading day on or after September 1 and terminating on the last trading day in the
following February, and (b) on the first trading day on or after March 1 and terminating on the last trading day in
the following August. At September 30, 2021, there were 907,300 shares available for issuance under the 2019
Purchase Plan.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

We satisfy stock option exercises, vesting of restricted stock units and the 2019 Purchase Plan issuances

from treasury shares.

Share-Based Compensation Expense and Related Income Tax Benefits

We recorded share-based compensation expense of $112.5 million, $93.7 million and $83.0 million in fiscal

years 2021, 2020 and 2019, respectively. The total tax benefit related to this share-based compensation expense
was $14.0 million, $13.2 million and $12.5 million in fiscal 2021, 2020 and 2019, respectively. As of
September 30, 2021, there was $151.0 million of total unrecognized compensation cost related to non-vested
share-based compensation arrangements granted under all equity compensation plans. Total unrecognized
compensation cost will be adjusted for future changes in estimated forfeitures. We expect to recognize that cost
over a weighted-average period of 2.27 years.

In fiscal 2021 we received $4.4 million in cash from stock option exercises, with the tax benefit realized for

the tax deductions from these exercises of $3.7 million.

Share-Based Activity

Stock Options

We estimate the fair value of stock options granted using the Black-Scholes option valuation model and we

amortize the fair value on a straight-line basis over the vesting period. We used the following assumptions to
estimate the fair value of our stock options during fiscal 2021, 2020 and 2019:

Year Ended September 30,

2021

2020

2019

Stock Options:

Weighted-average expected term (years)
Expected volatility (range)
Weighted-average volatility
Risk-free interest rate (range)
Weighted-average expected dividend yield

4.46

4.47

4.26
33.6 - 34.4% 30.0 - 35.9% 31.1 - 32.4%
32.2%
0.29 - 0.73% 0.36 - 1.68% 2.50 - 2.68%
— %

33.9%

30.6%

— %

Expected Volatility. We estimate the volatility of our common stock at the date of grant based on a

combination of the implied volatility of publicly traded options on our common stock and our historical volatility
rate.

Expected Term. The expected term represents the period that our stock options are expected to be

outstanding. We estimate the expected term based on historical experience of similar awards, giving
consideration to the contractual terms of the share-based awards, vesting schedules and expectations of future
employee behavior.

Dividends. We have not declared or paid any cash dividends on our common stock since May 2017, and we

do not presently plan to pay cash dividends on our common stock in the foreseeable future. Consequently, we
used an expected dividend yield of zero in the years presented.

Risk-Free Interest Rate. The risk-free interest rate assumption is based on observed interest rates appropriate

for the term of our employee options.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Forfeitures. We use historical data to estimate pre-vesting option forfeitures and record share-based

compensation expense only for those awards that are expected to vest.

The following table summarizes option activity during fiscal 2021:

Outstanding at September 30, 2020
Granted
Exercised
Forfeited
Outstanding at September 30, 2021

Exercisable at September 30, 2021

Vested or expected to vest at September 30, 2021

Weighted-
average
Exercise
Price

Weighted-
average
Remaining
Contractual
Term

Aggregate
Intrinsic Value

(In years)

(In thousands)

$166.80
485.77
108.81
506.91
$205.90

$168.38

$204.66

3.44

2.85

3.42

$45,263,900

$37,659,408

$45,173,168

(In thousands)
246
21
(40)
(1)
226

163

225

The weighted-average fair value of options granted were $139.11, $99.30 and $59.63 during fiscal 2021,
2020 and 2019, respectively. The aggregate intrinsic value of options outstanding at September 30, 2021 was
calculated as the difference between the exercise price of the underlying options and the market price of our
common stock for the 0.2 million outstanding options that had exercise prices lower than the $397.93 market
price of our common stock at September 30, 2021. The total intrinsic value of options exercised was
$15.8 million, $132.6 million and $99.1 million during fiscal 2021, 2020 and 2019, respectively, determined as
of the date of exercise.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) granted is the closing market price of our common stock on
the date of grant, adjusted for the expected dividend yield, if applicable. We amortize the fair value on a straight-
line basis over the vesting period.

The following table summarizes the RSUs activity during fiscal 2021:

Outstanding at September 30, 2020
Granted
Released
Forfeited

Outstanding at September 30, 2021

(In thousands)
721
182
(311)
(75)

517

Weighted-average
Grant-date Fair Value

$229.10
505.70
197.53
300.05

$335.16

The weighted-average fair value of the RSUs granted were $505.70, $356.66 and $206.29 during fiscal

2021, 2020 and 2019, respectively. The total intrinsic value of the RSUs that vested was $156.6 million,
$159.0 million and $91.2 million during fiscal 2021, 2020 and 2019, respectively, determined as of the date of
vesting.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Performance Share Units

Performance share units (“PSUs”) are granted to our senior officers and earned based on pre-established
performance goals approved by the Leadership Development and Compensation Committee of our Board of
Directors for any given performance period. The range of payout is zero to 200% of the number of target PSUs,
based on the outcome of the performance conditions. We estimate the fair value of the PSUs using the closing
market price of our common stock on the date of grant, adjusted for the expected dividend yield if applicable,
based on the performance condition that is probable of achievement. We amortize the fair values over the
requisite service period for each vesting tranche of the award. We reassess the probability at each reporting
period and recognize the cumulative effect of the change in estimate in the period of change.

The following table summarizes the PSUs activity during fiscal 2021:

Outstanding at September 30, 2020
Granted
Released

Outstanding at September 30, 2021

(In thousands)
127
67
(68)

126

Weighted-average
Grant-date Fair Value

$248.97
506.91
217.36

$403.61

The weighted-average fair value of the PSUs granted were $506.91, $354.18 and $185.05 during fiscal

2021, 2020 and 2019, respectively. The total intrinsic value of the PSUs that vested was $34.7 million,
$36.5 million and $19.3 million during fiscal 2021, 2020 and 2019, respectively, determined as of the date of
vesting.

Market Share Units

Market share units (“MSUs”) are granted to our senior officers and earned based on our total stockholder

return relative to the Russell 3000 Index over performance periods of one, two and three years. We estimate the
fair value of MSUs granted using the Monte Carlo valuation model and amortize the fair values over the requisite
service period for each vesting tranche of the award. In addition, we do not reverse the compensation cost solely
because the market condition is not satisfied, and the award is therefore not earned by the employee, provided the
requisite service is rendered. We used the following assumptions to estimate the fair value of our MSUs during
fiscal 2021, 2020 and 2019:

Expected volatility in FICO’s stock price
Expected volatility in Russell 3000 Index
Correlation between FICO and the Russell 3000 Index
Risk-free interest rate
Average expected dividend yield

Year Ended
September 30,

2021

2020

2019

41.3% 25.2% 24.6%
23.7% 12.9% 12.8%
77.5% 64.0% 66.6%
0.20% 1.67% 2.73%
— % — % — %

The expected volatility was determined based on daily historical movements in our stock price and the
Russell 3000 Index for the three years preceding the grant date. The correlation between FICO and the Russell
3000 Index was determined based on historical daily stock price movements for the three years preceding the

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

grant date. Because we have not declared or paid any cash dividends on our common stock since May 2017, and
we do not presently plan to pay cash dividends on our common stock in the foreseeable future, we used an
expected dividend yield of zero. The risk-free rate was determined based on U.S. Treasury zero-coupon yields
over the three-year performance period.

The following table summarizes the MSUs activity during fiscal 2021:

Outstanding at September 30, 2020
Granted
Released

Outstanding at September 30, 2021

(In thousands)
63
67
(67)

Weighted-average
Grant-date Fair Value

$311.91
471.16
257.15

$541.42

The weighted-average fair value of the MSUs granted were $471.16, $249.13 and $169.46 during fiscal

2021, 2020 and 2019, respectively. The total intrinsic value of the MSUs that vested was $34.5 million,
$44.6 million and $21.6 million during fiscal 2021, 2020 and 2019, respectively, determined as of the date of
vesting.

Employee Stock Purchase Plan

The compensation expense on the employee stock purchase plan arises from the 15% discount offered to
participants. During fiscal 2021, a total of 42,402 shares of our common stock with a weighted-average purchase
price of $389.61 per share was issued under the 2019 Purchase Plan. During fiscal 2020, a total of 50,298 shares
of our common stock with a weighted-average purchase price of $334.21 per share was issued under the 2019
Purchase Plan.

17. Earnings per Share

The following table presents reconciliations for the numerators and denominators of basic and diluted

earnings per share (“EPS”) during fiscal 2021, 2020 and 2019:

Numerator for basic and diluted earnings per share — net income

Denominator — share:

Basic weighted-average shares
Effect of dilutive securities

Diluted weighted-average shares

Earnings per share:

Basic

Diluted

Year Ended September 30,

2021

2020

2019

(In thousands, except per share data)
$192,124
$236,411
$392,084

28,734
526

29,260

29,067
865

29,932

28,980
1,314

30,294

13.65

13.40

8.13

7.90

6.63

6.34

Anti-dilutive share-based awards excluded from the calculations of diluted EPS were immaterial during the

periods presented.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

18. Segment Information

During the fourth quarter of our fiscal 2021, we reevaluated our operating segments to better align with how
our CODM, who is our Chief Executive Officer, evaluates performance and allocates resources. The key factors
evaluated included our evolving platform strategies, our go-to market considerations, and sales of our product
lines and businesses during fiscal 2021, and in particular the divestiture of our C&R business in June 2021,
among others. As a result, we consolidated our operating segment structure from three to two by merging
Applications and Decision Management Software segments into the new Software segment. All periods
presented have been adjusted to reflect these changes. The new segments are as follows:

•

Scores. This segment includes our business-to-business (“B2B”) scoring solutions and services which
give our clients access to predictive credit and other scores that can be easily integrated into their
transaction streams and decision-making processes. This segment also includes our
business-to-consumer (“B2C”) scoring solutions, including our myFICO.com subscription offerings.

Software. This segment includes pre-configured analytic and decision management solutions designed
for a specific type of business need or process — such as account origination, customer management,
customer engagement, fraud detection, financial crimes compliance, and marketing — as well as
associated professional services. This segment also includes FICO® Platform, a modular software
offering designed to support advanced analytic and decision use cases, as well as stand-alone analytic
and decisioning software that can be configured by our customers to address a wide variety of business
use cases. These offerings are available to our customers as SaaS or as on-premises software.

Our CODM evaluates segment financial performance based on segment revenues and segment operating

income. Segment operating expenses consist of direct and indirect costs principally related to personnel,
facilities, consulting, travel and depreciation. Indirect costs are allocated to the segments generally based on
relative segment revenues, fixed rates established by management based upon estimated expense contribution
levels and other assumptions that management considers reasonable. We do not allocate broad-based incentive
expense, share-based compensation expense, restructuring and acquisition-related expense, amortization expense,
various corporate charges and certain other income and expense measures to our segments. These income and
expense items are not allocated because they are not considered in evaluating the segment’s operating
performance. Our Chief Executive Officer does not evaluate the financial performance of each segment based on
its respective assets or capital expenditures; rather, depreciation amounts are allocated to the segments from their
internal cost centers as described above.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

The following tables summarize segment information for fiscal 2021, 2020 and 2019:

Year Ended September 30, 2021

Scores

Software

Unallocated
Corporate
Expenses

Total

(In thousands)

Segment revenues:

On-premises and SaaS software
Professional services
Scores

Total segment revenues

Segment operating expense

$ — $ 517,888
144,501

—
654,147

—

— $ 517,888
144,501
—
654,147
—

654,147
(93,463)

662,389
(557,242)

—

(136,812)

1,316,536
(787,517)

Segment operating income

$560,684

$ 105,147

$(136,812) $ 529,019

Unallocated share-based compensation expense
Unallocated amortization expense
Unallocated restructuring and impairment charges
Unallocated gains on product line asset sales and business

divestiture

Operating income
Unallocated interest expense, net
Unallocated other income, net

Income before income taxes

Depreciation expense

(112,457)
(3,255)
(7,957)

100,139

505,489
(40,092)
7,745

$ 473,142

667

$ 19,505

147

20,319

Year Ended September 30, 2020

Scores

Software

Unallocated
Corporate
Expenses

Total

(In thousands)

Segment revenues:

On-premises and SaaS software
Professional services
Scores

Total segment revenues

Segment operating expense

$ — $ 584,576
181,439

—
528,547

—

— $ 584,576
181,439
—
528,547
—

528,547
(74,237)

766,015
(635,949)

—

(144,704)

1,294,562
(854,890)

Segment operating income

$454,310

$ 130,066

$(144,704)

439,672

Unallocated share-based compensation expense
Unallocated amortization expense
Unallocated restructuring and impairment charges

Operating income
Unallocated interest expense, net
Unallocated other income, net

Income before income taxes

Depreciation expense

(93,681)
(4,993)
(45,029)

295,969
(42,177)
3,208

$ 257,000

617

$ 22,418

418

23,453

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Year Ended September 30, 2019

Scores

Software

Unallocated
Corporate
Expenses

Total

(In thousands)

Segment revenues:

On-premises and SaaS software
Professional services
Scores

Total segment revenues

Segment operating expense

$ — $ 556,968
181,938

—
421,177

—

— $ 556,968
181,938
—
421,177
—

421,177
(59,821)

738,906
(612,860)

—

(144,755)

1,160,083
(817,436)

Segment operating income

$361,356

$ 126,046

$(144,755)

342,647

Unallocated share-based compensation expense
Unallocated amortization expense

Operating income
Unallocated interest expense, net
Unallocated other income, net

Income before income taxes

Depreciation expense

19. Leases

(82,973)
(6,126)

253,548
(39,752)
2,276

$ 216,072

498

$ 22,802

904

24,204

We lease office space and data centers under operating lease arrangements, which constitute the majority of

our lease obligations. We also enter into finance lease agreements from time to time for certain computer
equipment. For any lease with a lease term in excess of 12 months, the related lease assets and liabilities are
recognized on our consolidated balance sheets as either operating or finance leases at the commencement of an
agreement where it is determined that a lease exists. We have lease agreements that contain both lease and
non-lease components, and we have elected to combine these components together and account for them as a
single lease component for all classes of assets. Leases with a lease term of 12 months or less are not recorded on
our consolidated balance sheets. Furthermore, we recognize lease expense for these leases on a straight-line basis
over the lease term.

Operating lease assets represent the right to use an underlying asset for the lease term and operating lease

liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are
recognized based on the present value of future payments over the lease term at the commencement date. We use
a collateralized incremental borrowing rate based on the information available at the commencement date,
including the lease term, in determining the present value of future payments. In calculating the incremental
borrowing rates, we consider recent ratings from credit agencies and current lease demographic information. Our
operating leases also typically require payment of real estate taxes, common area maintenance, insurance and
other operating costs as well as payments that are adjusted based on a consumer price index. These components
comprise the majority of our variable lease cost and are excluded from the present value of our lease obligations.
In instances where they are fixed, they are included due to our election to combine lease and non-lease
components. Operating lease assets also include prepaid lease payments and initial direct costs, and are reduced
by lease incentives. Our lease terms generally do not include options to extend or terminate the lease unless it is
reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

escalations. We recognize the related rent expense on a straight-line basis from the commencement date to the
end of the lease term.

The following table presents the lease balances within the accompanying consolidated balance sheet as of

September 30, 2021 and 2020:

Assets
Operating leases
Finance leases (*)

Total lease assets

Liabilities
Current:

Operating leases
Finance leases

Non-current:

Operating leases
Finance leases

Total lease liabilities

Balance Sheet Location

September 30,

2021

2020

(In thousands)

Operating lease right-of-use assets
Property and equipment, net

$47,275

—

$ 57,656
5,021

Other accrued liabilities
Other accrued liabilities

Operating lease liabilities
Other liabilities

$47,275

$ 62,677

$22,074

—

$ 22,787
2,186

53,670
—

73,207
3,076

$75,744

$101,256

(*) Finance leases were recorded net of accumulated depreciation of $1.5 million at September 30, 2020.

The components of our operating and finance lease expenses were as follows:

Operating lease cost
Finance lease cost:

Depreciation of lease assets
Interest on lease liabilities

Short-term lease cost
Variable lease cost

Total lease cost

Year Ended September 30,

2021

2020

(In thousands)

$19,551

$23,624

175
11
85
1,190

2,078
186
1,171
3,264

$21,012

$30,323

The following table presents weighted-average remaining lease term and weighted-average discount rates

related to our operating and finance leases:

Operating lease:

Weighted-average remaining lease term (in months)
Weighted-average discount rate

Finance lease:

Weighted-average remaining lease term (in months)
Weighted-average discount rate

September 30,

2021

2020

3.64% 3.86%

— % 2.56%

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

Supplemental cash flow information related to our operating and finance leases was as follows:

Cash paid for amounts included in the measurement of

lease liabilities:

Operating cash outflow for operating leases
Operating cash outflow for finance leases
Financing cash outflow for finance leases

Lease assets obtained in exchange for new lease

liabilities:

Operating leases
Finance leases

Year Ended September 30,

2021

2020

(In thousands)

$23,260
11
176

$18,801
186
1,716

5,413
—

11,457
1,387

Future lease payments under our non-cancellable leases as of September 30, 2021 were as follows:

(In thousands)

Fiscal 2022
Fiscal 2023
Fiscal 2024
Fiscal 2025
Fiscal 2026
Thereafter

Total future undiscounted lease payments

Less imputed interest

Total reported lease liability

Operating Leases

$24,441
19,621
14,025
8,639
7,602
7,522

81,850
(6,106)

$75,744

20. Commitments

In the ordinary course of business, we enter into contractual purchase obligations and other agreements that

are legally binding and specify certain minimum payment terms.

We are also a party to a management agreement with 23 of our executives providing for certain payments

and other benefits in the event of a qualified change in control of FICO, coupled with a termination of the officer
during the following year.

21. Contingencies

We are in disputes with certain customers regarding amounts owed in connection with the sale of certain of
our products and services. We also have had claims asserted by former employees relating to compensation and
other employment matters. We are also involved in various other claims and legal actions arising in the ordinary
course of business. We record litigation accruals for legal matters which are both probable and estimable. For
legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the
likelihood is more than remote but less than probable), we have determined we do not have material exposure on
an aggregate basis.

FAIR ISAAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended September 30, 2021, 2020 and 2019

22. Guarantees

In the ordinary course of business, we are not subject to potential obligations under guarantees, except for
standard indemnification and warranty provisions that are contained within many of our customer license and
service agreements and certain supplier agreements, including underwriter agreements, as well as standard
indemnification agreements that we have executed with certain of our officers and directors, and give rise only to
the disclosure in the consolidated financial statements. In addition, we continue to monitor the conditions that are
subject to the guarantees and indemnifications to identify whether it is probable that a loss has occurred, and
would recognize any such losses under the guarantees and indemnifications when those losses are estimable.

Indemnification and warranty provisions contained within our customer license and service agreements and

certain supplier agreements are generally consistent with those prevalent in our industry. The duration of our
product warranties generally does not exceed 90 days following delivery of our products. We have not incurred
significant obligations under customer indemnification or warranty provisions historically and do not expect to
incur significant obligations in the future. Accordingly, we do not maintain accruals for potential customer
indemnification or warranty-related obligations. The indemnification agreements that we have executed with
certain of our officers and directors would require us to indemnify such officers and directors in certain instances.
We have not incurred obligations under these indemnification agreements historically and do not expect to incur
significant obligations in the future. Accordingly, we do not maintain accruals for potential officer or director
indemnification obligations. The maximum potential amount of future payments that we could be required to
make under the indemnification provisions in our customer license and service agreements, and officer and
director agreements is unlimited.

23. Subsequent Event

In October 2021, we amended our credit agreement with a syndicate of banks to allow for the issuance of
$300 million in term loans, increasing the total capacity of the agreement to $900 million. The term loans are
subject to the same pricing and covenants as the revolving line of credit, a description of which is provided in
Note 9, and mature at the expiration of the facility on August 19, 2026.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of FICO’s management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the
design and operation of FICO’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this annual report. Based on that evaluation, the CEO and CFO have concluded that FICO’s
disclosure controls and procedures were effective as of September 30, 2021 to ensure that information required to
be disclosed by FICO in reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms. In addition, the disclosure
controls and procedures are designed to ensure that information required to be disclosed is accumulated and
communicated to management, including the CEO and CFO, allowing timely decisions regarding required
disclosure.

Changes in Internal Control over Financial Reporting

No change in FICO’s internal control over financial reporting was identified in connection with the

evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended September 30,
2021, that has materially affected, or is reasonably likely to materially affect, FICO’s internal control over
financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with
the participation of management, including our CEO and CFO, we conducted an evaluation of the effectiveness
of our internal control over financial reporting as of September 30, 2021 based on the guidelines established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation management has concluded that our internal control over
financial reporting was effective as of September 30, 2021.

Deloitte & Touche LLP, an independent registered public accounting firm that audited the consolidated
financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our
internal control over financial reporting as of September 30, 2021, as stated in their attestation report included in
Part II, Item 8 of this Annual Report on Form 10-K.

Item 9B. Other Information

Not applicable.

100

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The required information regarding our Directors is incorporated by reference from the information under

the caption “Our Director Nominees” in our 2022 Proxy Statement to be filed with the SEC within 120 days after
September 30, 2021.

Our current executive officers are as follows:

Name

William J. Lansing . . . . . . . . . . . .

Age

Positions Held

January 2012-present, Chief Executive Officer and member of the
Board of Directors of the Company. February 2009-November 2010,
Chief Executive Offer and President, Infospace, Inc. 2004-2007,
Chief Executive Officer and President, ValueVision Media, Inc.
2001-2003, General Partner, General Atlantic LLC. 2000-2001, Chief
Executive Officer, NBC Internet, Inc. 1998-2000, President/Chief
Executive Officer, Fingerhut Companies, Inc. 1996-1998, Vice
President, Corporate Business Development, General Electric
Company. 1996, Executive Vice President, Chief Operating Office,
Prodigy, Inc. 1986-1995, various positions, McKinsey & Company,
Inc.

Michael I. McLaughlin . . . . . . . . . August 2019-present, Executive Vice President, Chief Financial

Officer of the Company. May 2007-August 2019, Managing Director,
Head of Technology Corporate Finance of Morgan Stanley. January
2004-May 2007, Managing Director, Head of Enterprise Systems and
Supply Chain Coverage of BofA Securities. January 2001-January
2004, Executive Director, Head of Enterprise Hardware and Supply
Chain of UBS Investment Bank. 1997-2001, founder and co-Chief
Executive Officer of Stampede Ventures, LLC. 1993-1997, Vice
President of Montgomery Securities. 1990-1993, Associate of The
First Boston Corporation. 1986-1988, Analyst of The First Boston
Corporation.

Thomas A. Bowers . . . . . . . . . . . . August 2020-present, Executive Vice President, Corporate Strategy of

the Company. September 2019-August 2020, Vice President,
Business Consulting of the Company. April 2018-September 2019,
Founder and Managing Partner, M Cubed Development, LLC. August
2012-March 2018, Executive Vice President, American Savings
Bank. 1987-2012, Senior partner and various positions, McKinsey &
Company, Inc.

Stephanie Covert . . . . . . . . . . . . . . October 2020-present, Executive Vice President, Sales & Marketing

of the Company. June 2016-October 2020, Vice President, Global
Sales Operations of the Company. December 2015-May 2016, Vice
President, Solution Success of the Company. June 2015-December
2015, Senior Director, Solution Success, Americas & EMEA of the
Company. May 2014-June 2015, Senior Director, Solution Success,
Americas of the Company. March 2013-May 2014, Senior Director,
Sales Operations, Apttus. March 2012-March 2013, Sales Operations
Director, Oracle Corporation. June 2007-March 2012, various
positions, RightNow Technologies, Inc.

101

Name

Positions Held

Richard S. Deal . . . . . . . . . . . . . . . November 2015-present, Executive Vice President, Chief Human
Resources Officer of the Company. August 2007-November 2015,
Senior Vice President, Chief Human Resources Officer of the
Company. January 2001-August 2007, Vice President, Human
Resources of the Company. 1998-2001, Vice President, Human
Resources, Arcadia Financial, Ltd. 1993-1998, managed broad range
of human resources corporate and line consulting functions with U.S.
Bancorp.

Age

Michael S. Leonard . . . . . . . . . . . . November 2011-present, Vice President, Chief Accounting Officer of

the Company. November 2007-November 2011, Senior Director,
Finance of the Company. July 2000-November 2007, Director,
Finance of the Company. 1998-2000, Controller of Natural
Alternatives International, Inc. 1994-1998, various audit staff
positions at KPMG LLP.

Claus Moldt . . . . . . . . . . . . . . . . . . August 2019-present, Executive Vice President, Chief Technology

Officer of the Company. March 2016-August 2019, Chief Information
Officer of the Company. June 2013-March 2016, Chief Executive
Officer of mPath. October 2006-June 2013, Global Chief Information
Officer and Senior Vice President of Technical Operations of
Salesforce.com. November 2002-September 2006, Senior Director
Operations Infrastructure and Project Delivery of eBay. May
2001-May 2002, Manager Database and System Administration,
LoudCloud/Opsware.

Mark R. Scadina . . . . . . . . . . . . . . February 2009-present, Executive Vice President and General
Counsel and Corporate Secretary of the Company. June 2007-
February 2009, Senior Vice President and General Counsel and
Corporate Secretary of the Company. 2003-2007, various senior
positions including Executive Vice President, General Counsel and
Corporate Secretary, Liberate Technologies, Inc. 1999-2003, various
leadership positions including Vice President and General Counsel,
Intertrust Technologies Corporation. 1994-1999, Associate, Pennie
and Edmonds LLP.

James M. Wehmann . . . . . . . . . . . April 2012-present, Executive Vice President, Scores of the

Company. November 2003-March 2012, Vice President/Senior Vice
President, Global Marketing, Digital River, Inc. March 2002-June
2003, Vice President, Marketing, Brylane, Inc. September 2000-
March 2002, Senior Vice President, Marketing, New Customer
Acquisition, Bank One. 1993-2000, various roles, including Senior
Vice President, Marketing, Fingerhut Companies, Inc.

The required information regarding compliance with Section 16(a) of the Securities Exchange Act is
incorporated by reference from the information in our 2022 Proxy Statement to be filed with the SEC within 120
days after September 30, 2021.

FICO has adopted a Code of Ethics for Senior Financial Management that applies to the Company’s Chief

Executive Officer, Chief Financial Officer, Controller and other employees performing similar functions who
have been identified by the Chief Executive Officer. We have posted the Code of Ethics on our website located at
www.fico.com. FICO intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an

102

amendment to, or a waiver from, this Code of Ethics by posting such information on its website. FICO also has a
Code of Conduct and Business Ethics applicable to all directors, officers and employees, which is also available
at the website cited above.

The required information regarding the Company’s audit committee is incorporated by reference from the

information under the caption “Board Committees” in our 2022 Proxy Statement to be filed with the SEC within
120 days after September 30, 2021.

Item 11. Executive Compensation

The information required by this Item is incorporated by reference from the information under the captions

“Director Compensation for Fiscal 2021” and “Executive Compensation” in our 2022 Proxy Statement to be filed
with the SEC within 120 days after September 30, 2021.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference from the information under the caption

“Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation Plan
Information” in our 2022 Proxy Statement to be filed with the SEC within 120 days after September 30, 2021.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference from the information under the caption
“Certain Relationships and Related Persons Transactions” in our 2022 Proxy Statement to be filed with the SEC
within 120 days after September 30, 2021.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference from the information under the caption
“Ratification of Independent Registered Public Accounting Firm” in our 2022 Proxy Statement to be filed with
the SEC within 120 days after September 30, 2021.

103

Item 15. Exhibits and Financial Statement Schedules

1. Consolidated Financial Statements:

PART IV

Reference Page
Form 10-K

Report of independent registered public accounting firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated balance sheets as of September 30, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated statements of income and comprehensive income for the years ended September 30,
2021, 2020 and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated statements of stockholders’ equity for the years ended September 30, 2021, 2020

and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated statements of cash flows for the years ended September 30, 2021, 2020 and 2019 . .
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58
61

63
64
65

2. Financial Statement Schedules

All financial statement schedules are omitted as the required information is not applicable or as the

information required is included in the consolidated financial statements and related notes.

3. Exhibits:

Exhibit
Number

3.1

3.2

4.1

10.1

10.2

10.3

10.4

10.5

Description

Bylaws of Fair Isaac Corporation. (Incorporated by reference to Exhibit 3.1 to the Company’s
Form 10-Q for the quarter ended December 31, 2009.)

Composite Restated Certificate of Incorporation of Fair Isaac Corporation. (Incorporated by
reference to Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended December 31, 2009.)

Description of Securities of Registrant Registered Under Section 12 of the Securities Exchange
Act of 1934. (Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K for the fiscal
year ended September 30, 2019.)

Indenture, dated as of May 8, 2018, by and between the Company and U.S. Bank National
Association, as trustee, which includes the form of 5.25% Senior Notes due 2026. (Incorporated by
reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 8, 2018.)

Indenture, dated as of December 6, 2019, by and between the Company and U.S. Bank National
Association, as trustee, which includes the form of 4.00% Senior Notes due 2028. (Incorporated by
reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 6, 2019.)

Fair Isaac Supplemental Retirement and Savings Plan, as amended and restated effective
January 1, 2009. (Incorporated by reference to Exhibit 10.10 of the Company’s Form 10-K for the
fiscal year ended September 30, 2008.) (1)

Form of Indemnity Agreement entered into by the Company with the Company’s directors and
executive officers. (Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-K for
the fiscal year ended September 30, 2002.) (1)

Form of Management Agreement entered into with each of the Company’s executive officers.
(Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 10,
2012.) (1)

104

Exhibit
Number

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

Description

Form of Amendment to Management Agreement entered into with certain of the Company’s
executive officers. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the
quarter ended December 31, 2014.) (1)

Form of Amendment to Management Agreement entered into with each of the Company’s
executive officers. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the
quarter ended June 30, 2016.)

Offer Letter entered into on May 29, 2007 with Mark R. Scadina. (Incorporated by reference to
Exhibit 10.61 to the Company’s Form 10-K for the fiscal year ended September 30, 2008.) (1)

Letter Agreement dated January 24, 2012 by and between the Company and William J. Lansing.
(Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 26,
2012.) (1)

Letter Agreement dated February 6, 2012 by and between the Company and Mark Scadina.
(Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 10,
2012.) (1)

Letter Agreement dated March 7, 2012 by and between the Company and James M. Wehmann.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended
December 31, 2012.) (1)

Form of Amendment to Letter Agreement entered into with each of the Company’s executive
officers. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
ended June 30, 2016.) (1)

Fair Isaac Corporation 2012 Long-Term Incentive Plan, as amended as of March 4, 2020.
(Incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8,
filed with the SEC on March 6, 2020.) (1)

Form of Employee Non-Statutory Stock Option Agreement (U.S.) under the 2012 Long-Term
Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the
quarter ended March 31, 2012.) (1)

Form of Employee Restricted Stock Unit Award Agreement (U.S.) under the 2012 Long-Term
Incentive Plan. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the
quarter ended March 31, 2012.) (1)

Form of Employee Non-Statutory Stock Option Agreement (International) under the 2012 Long-
Term Incentive Plan. (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for
the quarter ended March 31, 2012.) (1)

Form of Employee Restricted Stock Unit Award Agreement (International) under the 2012 Long-
Term Incentive Plan. (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for
the quarter ended March 31, 2012.) (1)

Form of Employee Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
ended December 31, 2016.) (1)

Form of Employee Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter
ended December 31, 2016.) (1)

Form of Executive Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter
ended December 31, 2016.) (1)

105

Exhibit
Number

10.21

10.22

10.23

10.24

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33

10.34

Description

Form of Executive Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive
Plan (U.S.), as amended November 6, 2018. (Incorporated by reference to Exhibit 10.30 to the
Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

Form of Executive Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter
ended December 31, 2016.) (1)

Form of Executive Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive
Plan (U.S.), as amended November 8, 2018. (Incorporated by reference to Exhibit 10.32 to the
Company’s Form 10-K for the fiscal year ended September 30, 2018.) (1)

Form of Employee Non Statutory Stock Option Agreement (International) under the 2012 Long-
Term Incentive Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for
the quarter ended December 31, 2016.) (1)

Form of Employee Non Statutory Stock Option Agreement (United Kingdom) under the 2012
Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Form
10-Q for the quarter ended December 31, 2016.) (1)

Form of Employee Restricted Stock Unit Award Agreement (International) under the 2012 Long-
Term Incentive Plan. (Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for
the quarter ended December 31, 2016.) (1)

Form of Employee Restricted Stock Unit Award Agreement (United Kingdom) under the 2012
Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.9 to the Company’s Form
10-Q for the quarter ended December 31, 2016.) (1)

Form of Director Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter
ended March 31, 2012.) (1)

Form of Director Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference by Exhibit 10.7 to the Company’s Form 10-Q for the quarter
ended March 31, 2012.) (1)

Form of Director Non-Statutory Stock Option Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter
ended March 31, 2017.) (1)

Form of Director Restricted Stock Unit Award Agreement under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
ended March 31, 2017.) (1)

Form of Performance Share Unit Award Agreement (fiscal 2017 grants) under the 2012 Long-
Term Incentive Plan. (Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q for
the quarter ended December 31, 2016.) (1)

Form of Performance Share Unit Agreement (fiscal 2018) under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
ended December 31, 2017.) (1)

Form of Performance Share Unit Agreement under the 2012 Long-Term Incentive Plan.
(Incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the fiscal year ended
September 30, 2018.) (1)

106

Exhibit
Number

10.35

10.36

10.37

10.38

10.39

10.40

10.41

10.42

10.43

10.44

10.45

10.46

10.47

10.48

10.49

Description

Form of Performance Share Unit Agreement under the 2012 Long-Term Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended
December 31, 2019.) (1)

Form of Market Share Unit Award Agreement (fiscal 2016 grants) under the 2012 Long-Term
Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the
quarter ended December 31, 2015.) (1)

Form of Market Share Unit Agreement (fiscal 2017 grants) under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q for the quarter
ended December 31, 2016.) (1)

Form of Market Share Unit Agreement (fiscal 2018 grants) under the 2012 Long-Term Incentive
Plan. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter
ended December 31, 2017.) (1)

Form of Market Share Unit Agreement under the 2012 Long-Term Incentive Plan. (Incorporated
by reference to Exhibit 10.48 to the Company’s Form 10-K for the fiscal year ended September 30,
2018.) (1)

Letter Agreement dated August 3, 2019 by and between the Company and Michael I. McLaughlin.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 24, 2019.) (1)

Letter Agreement dated August 21, 2019 by and between the Company and Claus Moldt
(Incorporated by reference to Exhibit 10.57 to the Company’s Form 10-K for the fiscal year ended
September 30, 2019.) (1)

Fair Isaac Corporation 2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit
4.3 to the Company’s Registration Statement on Form S-8 filed March 4, 2019.) (1)

Transition Agreement dated August 26, 2020 by and between the Company and Wayne Huyard.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 27,
2020.) (1)

Letter Agreement dated August 26, 2020 by and between the Company and Stephanie Covert.
(Incorporated by reference to Exhibit 10.58 to the Company’s Form 10-K for the fiscal year ended
September 30, 2020.) (1)

Letter Agreement dated August 26, 2020 by and between the Company and Thomas A. Bowers.
(Incorporated by reference to Exhibit 10.59 to the Company’s Form 10-K for the fiscal year ended
September 30, 2020.) (1)

Second Amended and Restated Credit Agreement among the Company, Wells Fargo Securities,
LLC, as sole lead arranger and bookrunner, and Wells Fargo Bank, National Association, as
administrative agent dated as of August 19, 2021 (Incorporated by reference to Exhibit 10.1 to the
Company’s Form 8-K filed on August 19, 2021).

First Amendment to Second Amended and Restated Credit Agreement among the Company, the
several banks and other financial institutions from time to time parties thereto, and Wells Fargo
Bank, National Association, as administrative agent, dated as of October 20, 2021 (Incorporated by
reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 21, 2021).

Fair Isaac Corporation 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1
to the Company’s Registration Statement on Form S-8 filed on March 3, 2021) (1).

Form of Director Restricted Stock Unit Award Agreement under the 2021 Long-Term Incentive
Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended
March 31, 2021) (1).

107

Exhibit
Number

10.50

10.51

10.52

10.53

10.54

10.55*

10.56*

21.1*

23.1*

31.1*

31.2*

32.1*

32.2*

Form of Director Non-Statutory Stock Option Agreement under the 2021 Long-Term Incentive
Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended
March 31, 2021) (1).

Description

Form of Executive Restricted Stock Unit Award Agreement (U.S.) under the 2021 Long-Term
Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the
quarter ended March 31, 2021) (1).

Form of Executive Non-Statutory Stock Option Agreement (U.S.) under the 2021 Long-Term
Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the
quarter ended March 31, 2021) (1).

Form of Global Employee Restricted Stock Unit Award Agreement under the 2021 Long-Term
Incentive Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the
quarter ended March 31, 2021) (1).

Form of Global Employee Non-Statutory Stock Option Agreement under the 2021 Long-Term
Incentive Plan (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the
quarter ended March 31, 2021) (1).

Form of Performance Share Unit Agreement under the 2021 Long-Term Incentive Plan. (1)

Form of Market Share Unit Agreement under the 2021 Long-Term Incentive Plan. (1)

List of Company’s subsidiaries.

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

Rule 13a-14(a)/15d-14(a) Certifications of CEO.

Rule 13a-14(a)/15d-14(a) Certifications of CFO.

Section 1350 Certification of CEO.

Section 1350 Certification of CFO.

101.INS*

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data
File because XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Management contract or compensatory plan or arrangement.
*

Filed herewith.

108

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the

Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

FAIR ISAAC CORPORATION

/s/ MICHAEL I. MCLAUGHLIN

Michael I. McLaughlin
Executive Vice President
and Chief Financial Officer

DATE: November 10, 2021

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael I. McLaughlin his or her attorney-in-fact, with full power of substitution, for
him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the
same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

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

/s/ WILLIAM J. LANSING

William J. Lansing

/s/ MICHAEL I. MCLAUGHLIN

Michael I. McLaughlin

/s/ MICHAEL S. LEONARD

Michael S. Leonard

/s/ FABIOLA R. ARREDONDO

Fabiola R. Arredondo

/s/ BRADEN R. KELLY

Braden R. Kelly

/s/ JAMES D. KIRSNER

James D. Kirsner

/s/ EVA MANOLIS
Eva Manolis

November 10, 2021

Chief Executive Officer
(Principal Executive Officer)
and Director
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

Director

109

/s/ MARC F. MCMORRIS

Marc F. McMorris

/s/ JOANNA REES

Joanna Rees

/s/ DAVID A. REY

David A. Rey

Director

November 10, 2021

110

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