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Item 9A. Controls and Procedures

2020-11-12 compared with 2019-11-08 · 110 added, 144 removed, 161 unchanged (61% of the section changed)

3 unchanged sentences

Based on that evaluation, the CEO and CFO have concluded that FICO’s disclosure controls and procedures are effective 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 ensure that information required to be disclosed is accumulated and communicated to management, including the CEO and CFO, allowing timely decisions regarding required disclosure.

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

Beginning on October 1, 2018, we implemented ASU 2014-09 and, as a result, we also implemented changes to our controls related to revenue.

These included the development of new policies, enhanced contract review processes, and other ongoing monitoring activities.

These controls were designed to provide assurance at a reasonable level of the fair presentation of our consolidated financial statements and related disclosures.

There was no other change in FICO’s internal control over financial reporting was identified in connection with the evaluation required by Rules13a-15 or 15d-15 of the Exchange Act that occurred during the year ended September 30, 2019 , that has materially affected, or is reasonably likely to materially affect, FICO’s 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 year ended September 30, 2020 , 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 Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

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, 2020 based on the guidelines established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

4 unchanged sentences

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 definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

The required information regarding our Directors is incorporated by reference from the information under the caption “Our Director Nominees” in our 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

Our current executive officers are as follows:

17 unchanged sentences

1986-1988, Analyst of The First Boston Corporation.

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.

November 2015-present, Executive Vice President, Chief Human Resources Officer of the Company.

3 unchanged sentences

1993-1998, managed broad range of human resources corporate and line consulting functions with U.S.

November 2014-present, Executive Vice President of Sales, Services, and Marketing of the Company.

January 2014-November 2014, Consultant to the Chief Executive Officer of the Company.

September 2012-November 2014, Chief Executive Officer and President, TEXbase, Inc.

March 2012-May 2012, General Manager of RightNow Technologies, Oracle Corporation.

July 2010-February 2012, President and Chief Operating Officer, RightNow Technologies, Inc.

May 2006-May 2010, Operations and Advisory Group Executive Leadership Team Member, Cerberus Capital Management L.P.

November 2011-present, Vice President, Chief Accounting Officer of the Company.

3 unchanged sentences

1994-1998, various audit staff positions at KPMG LLP.

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.

February 2009-present, Executive Vice President and General Counsel and Corporate Secretary of the Company.

8 unchanged sentences

1993-2000, various roles, including Senior Vice President, Marketing, Fingerhut Companies, Inc.

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.

The required information regarding compliance with Section 16(a) of the Securities Exchange Act is incorporated by reference from the information in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

The required information regarding compliance with Section 16(a) of the Securities Exchange Act is incorporated by reference from the information in our 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

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.

1 unchanged sentence

FICO intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an 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 web site 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 definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

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 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

Executive Compensation

The information required by this Item is incorporated by reference from the information under the captions “Director Compensation for Fiscal 2019 ” and “Executive Compensation” in our definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

The information required by this Item is incorporated by reference from the information under the captions “Director Compensation for Fiscal 2020 ” and “Executive Compensation” in our 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

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 definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

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 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

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 definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

The information required by this Item is incorporated by reference from the information under the caption “Certain Relationships and Related Persons Transactions” in our 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

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 definitive proxy statement for the Annual Meeting of Stockholders to be held on March 4, 2020 .

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 2021 Proxy Statement to be filed with the SEC within 120 days after September 30, 2020.

Exhibits and Financial Statement Schedules

10 unchanged sentences

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 (file no.

(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 (file no.

Description of Securities of Registrant.

(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.)

Form of Note Purchase Agreement, dated May 7, 2008, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series A, B, C and D (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).

(Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 13, 2008 (file no.

(Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 13, 2008.)

Form of Note Purchase Agreement, dated July 14, 2010, between Fair Isaac Corporation and the Purchasers listed on Schedule A thereto, which includes as Exhibits 1-4 the form of Senior Note for each of Series E, F, G and H (excluding certain schedules and exhibits thereto, which Fair Isaac Corporation agrees to furnish to the Securities and Exchange Commission upon request).

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 19, 2010 (file no.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 19, 2010.)

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 (file no.

(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 Corporation 1992 Long-Term Incentive Plan, as amended effective May 4, 2010.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010 (file no.

001‑11689).) (1)

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010.) (1)

Form of Non-Qualified Stock Option Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.

(Incorporated by reference to Exhibit 10.42 to the Company’s Form 10-Q for the quarter ended December 31, 2007 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.42 to the Company’s Form 10-Q for the quarter ended December 31, 2007.) (1)

Form of Nonstatutory Stock Option Agreement for Initial Grants to Non-Employee Directors under 1992 Long-term Incentive Plan.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2008 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2008.) (1)

Form of Restricted Stock Unit Agreement under 1992 Long-term Incentive Plan, as amended effective July 18, 2007.

(Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-Q for the quarter ended December 31, 2007 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.49 to the Company’s Form 10-Q for the quarter ended December 31, 2007.) (1)

Form of Restricted Stock Agreement under 1992 Long-Term Incentive Plan.

(Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the period ended September 30, 2006 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the fiscal year ended September 30, 2006.) (1)

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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2012.) (1)

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 (file no.

001-11689).) (1)

(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 (file no.

(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.

(Incorporated by reference to Exhibit 10.61 to the Company’s Form 10-K for the fiscal year ended September 30, 2008 (file no.

001-11689).) (1)

(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.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 26, 2012 (file no.

001-11689).) (1)

Letter Agreement dated February 6, 2012 by and between the Company and Michael Pung.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 10, 2012 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2012 (file no.

001-11689).) (1)

Letter Agreement dated April 24, 2012 by and between the Company and Stuart C.

(Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2012 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2012.) (1)

Letter Agreement dated November 5, 2014 by and between the Company and Wayne Huyard.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2014 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2014.) (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 (file no.

001-11689).) (1)

Fair Isaac Corporation 1992 Long-Term Incentive Plan, as amended through February 28, 2018.

(Incorporated by reference to Exhibit 99 of the Company's Registration Statement on Form S-8, filed with the SEC on March 7, 2018 (Registration No.

333-223492).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.4 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 (U.S.), as amended November 6, 2018.

(Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the period ended September 30, 2018 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (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 period ended September 30, 2018 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 2016 grants) 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, 2015 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2015.) (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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (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 period ended September 30, 2018 (file no.

001-11689).) (1)

(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)

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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (1)

(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 (file no.

001-11689).) (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 period ended September 30, 2018 (file no.

001-11689).) (1)

(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)

Amended and Restated Credit Agreement dated December 31, 2014 among the Company, Wells Fargo Securities, LLC, U.S.

Bank National Association, and Wells Fargo Bank, National Association.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2014 (file no.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2014.)

First Amendment to Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, National Association as administrative agent and the lenders thereto dated as of April 16, 2015.

(Incorporated by reference to the Exhibit 10.1 to the Company's Form 8-K filed on April 17, 2015 (file no.

Commitment Increase Agreement and Second Amendment to Credit Agreement dated as of June 26, 2017 by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent (Incorporated by reference to the Exhibit 10.1 to the Company's Form 8-K filed on June 26, 2017 (file no.

Commitment Increase Agreement to the Amended and Restated Credit Agreement dated as of November 17, 2017 by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association as Administrative Agent (Incorporated by reference to the Exhibit 10.1 to the Company’s Form 8-K filed on November 20, 2017 (file no.

(Incorporated by reference to the Exhibit 10.1 to the Company's Form 8-K filed on April 17, 2015.)

Third Amendment to Amended and Restated Credit Agreement dated as of May 8, 2018 by and among the Company, the several banks and other financial institutions party thereto, and Wells Fargo Bank, National Association, as administrative agent.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2018 (file no.

Transition Agreement dated January 30, 2019 by and between the Company and Michael J.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 31, 2019 (file no.

001-11689).) (1)

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2018.)

Letter Agreement dated August 3, 2019 by and between the Company and Michael I.

(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 24, 2019 (file no.

001-11689).) (1)

Transition and Separation Agreement dated August 21, 2019 by and between the Company and Stuart C.

(Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 26, 2019 (file no.

001-11689).) (1)

Letter Agreement dated August 21, 2019 by and between the Company and Claus Moldt

(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.

Letter Agreement dated August 26, 2020 by and between the Company and Thomas A.

List of Company’s subsidiaries.

4 unchanged sentences

Section 1350 Certification of CFO.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

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.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

34 unchanged sentences

November 10, 2020

/s/ FABIOLA R.

November 10, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures