SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2002


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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

COMMISSION FILE NUMBER 0-26146

HNC SOFTWARE INC.

(Exact name of registrant as specified in its charter)


DELAWARE		33-0248788
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5935 CORNERSTONE COURT WEST
SAN DIEGO, CA 92121
(Address of principal executive offices, including zip code)
(858) 799-8000
(Registrant’s telephone number, including area code)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS: YES [X] NO [ ]

AS OF JULY 31, 2002 THERE WERE 36,029,775 SHARES OF REGISTRANT’S COMMON STOCK, $0.001 PAR VALUE, OUTSTANDING.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONSOLIDATED BALANCE SHEET
		CONSOLIDATED STATEMENT OF OPERATIONS
		CONSOLIDATED STATEMENT OF CASH FLOWS
		CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES

TABLE OF CONTENTS


		Page

PART I	FINANCIAL INFORMATION		3
ITEM 1:	FINANCIAL STATEMENTS




	Consolidated Balance Sheet as of June 30, 2002 (unaudited) and December 31, 2001		3




	Consolidated Statement of Operations (unaudited) for the quarters and six months ended June 30, 2002 and 2001		4




	Consolidated Statement of Cash Flows (unaudited) for the six months ended June 30, 2002 and 2001		5




	Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Loss for the six months ended June 30, 2002 (unaudited)		6




	Notes to Consolidated Financial Statements (unaudited)		7




ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12




ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		30




PART II	OTHER INFORMATION		31




ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		31




ITEM 6:	EXHIBITS AND REPORTS ON FORM 8-K		32




Signatures			33

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HNC SOFTWARE INC.
CONSOLIDATED BALANCE SHEET
(In thousands)


			June 30,			December 31,
			2002			2001

			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	128,384		$	104,679
	Marketable securities available for sale			122,301			113,231
	Trade accounts receivable, net			41,419			38,969
	Deferred income taxes			19,782			22,279
	Other current assets			9,933			10,656

		Total current assets		321,819			289,814
Marketable securities available for sale				61,509			95,815
Equity investments				9,519			9,219
Property and equipment, net				20,102			23,785
Goodwill, net				88,000			75,720
Intangible assets, net				32,321			42,942
Deferred income taxes				41,467			34,761
Other assets				6,264			5,970

			$	581,001		$	578,026

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	30,017		$	29,716
	Deferred revenue			9,030			8,807

		Total current liabilities		39,047			38,523
Non-current liabilities				1,650			1,684
Convertible subordinated notes				150,000			150,000

		Total liabilities		190,697			190,207

Contingencies (Note 10)
Stockholders’ equity:
	Preferred stock, $0.001 par value — 4,000 shares authorized; no shares issued or outstanding			—			—
	Common stock, $0.001 par value — 240,000 shares authorized; 35,982 and 35,432 shares issued and outstanding, respectively			36			35
	Common stock in treasury, at cost — 0 and 49 shares, respectively			—			(3,251	)
	Paid-in capital			536,519			531,667
	Accumulated deficit			(146,143	)		(140,661	)
	Unearned stock-based compensation			(140	)		(238	)
	Accumulated other comprehensive income			32			267

		Total stockholders’ equity		390,304			387,819

			$	581,001		$	578,026

See accompanying notes to consolidated financial statements.

HNC SOFTWARE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)


				Quarters Ended						Six Months Ended
				June 30,						June 30,

				2002			2001			2002			2001

Revenues:
	License and maintenance			$	38,951		$	44,252		$	80,028		$	83,707
	Services and other				18,212			14,770			32,432			29,285

		Total revenues			57,163			59,022			112,460			112,992

Operating expenses:
	License and maintenance(1)				12,185			11,702			24,525			23,161
	Services and other				11,354			10,531			21,390			20,817
	Research and development(2)				13,535			11,453			26,693			22,318
	Sales and marketing(3)				10,320			10,212			22,085			20,832
	General and administrative(4)				6,092			8,496			13,353			15,733
	Transaction-related amortization and costs				6,144			13,889			10,628			27,579
	Restructuring, impairment and other				(324	)		2,960			897			2,960

		Total operating expenses			59,306			69,243			119,571			133,400

			Operating loss		(2,143	)		(10,221	)		(7,111	)		(20,408	)
Interest income					2,154			1,997			4,359			4,631
Interest expense					(2,166	)		(19	)		(4,354	)		(167	)
Other expense, net					3			(1,108	)		(374	)		(1,122	)

			Loss before income tax provision (benefit)		(2,152	)		(9,351	)		(7,480	)		(17,066	)
Income tax provision (benefit)					(781	)		(3,343	)		(1,998	)		4,880

			Net loss	$	(1,371	)	$	(6,008	)	$	(5,482	)	$	(21,946	)

Earnings per share:
	Basic and diluted net loss per share			$	(0.04	)	$	(0.17	)	$	(0.15	)	$	(0.65	)

	Shares used in computing basic and diluted net loss per share				35,816			34,767			35,687			33,830

(1)		Includes non-cash stock-based compensation expense of $18 and $7 for the quarter ended June 30, 2002 and 2001 respectively, and $36 and $14 for the six months ended June 30, 2002 and 2001, respectively.




(2)		Includes non-cash stock-based compensation expense of $3 and $18 for the quarter ended June 30, 2002 and 2001 respectively, and $10 and $54 for the six months ended June 30, 2002 and 2001, respectively.




(3)		Includes non-cash stock-based compensation expense of $6 and $13 for the quarter ended June 30, 2002 and 2001 respectively, and $12 and $28 for the six months ended June 30, 2002 and 2001, respectively.




(4)		Includes non-cash stock-based compensation expense of $9 and $143 for the quarter ended June 30, 2002 and 2001 respectively, and $153 and $271 for the six months ended June 30, 2002 and 2001, respectively.

See accompanying notes to consolidated financial statements.

HNC SOFTWARE INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited and in thousands)


					Six Months Ended
					June 30,

					2002			2001

Cash flows from operating activities:
		Net loss			$	(5,482	)	$	(21,946	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
			Provision for doubtful accounts			1,110			3,625
			Depreciation and amortization			15,297			32,265
			Loss on sale of assets			306			—
			Other-than-temporary loss on investments			—			1,095
			Impairment of assets in connection with restructuring			—			2,097
			Non-cash stock-based compensation expense			211			367
			Deferred income tax provision (benefit)			(1,972	)		3,315
			Changes in assets and liabilities:
				Trade accounts receivable		(3,558	)		(7,295	)
				Deferred income taxes		855			198
				Other assets		158			2,142
				Accounts payable and accrued liabilities		431			(8,240	)
				Other liabilities		(648	)		—
				Deferred revenue		779			(2,221	)

				Net cash provided by operating activities		7,487			5,402

Cash flows from investing activities:
		Net sales (purchases) of marketable securities				25,589			(24,475	)
		Cash paid for equity investments				(300	)		(250	)
		Acquisitions of property and equipment				(2,082	)		(5,543	)
		Repayment of employee loans				—			1,500
		Cash paid in asset acquisitions				(12,638	)		(7,042	)

				Net cash provided by (used in) investing activities		10,569			(35,810	)

Cash flows from financing activities:
		Net proceeds from issuances of common stock				5,866			10,322
		Payment of debt issuance costs				(142	)		—
		Proceeds from sales of receivables				—			500
		Proceeds from repayments of stockholder notes				—			8,831
		Payment of Retek spin-off costs				—			(6,863	)

Net cash provided by financing activities						5,724			12,790

Effect of exchange rate changes on cash						(75	)		(157	)

Net increase (decrease) in cash and cash equivalents						23,705			(17,775	)
Cash and cash equivalents at beginning of the period						104,679			69,271

Cash and cash equivalents at end of the period					$	128,384		$	51,496

See accompanying notes to consolidated financial statements.

HNC SOFTWARE INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE LOSS
(Unaudited and in thousands)


	COMMON STOCK				TREASURY STOCK											UNEARNED
											PAID-IN		ACCUMULATED			STOCK-BASED
	SHARES		AMOUNT		SHARES			AMOUNT			CAPITAL		DEFICIT			COMPENSATION

BALANCE AT DECEMBER 31, 2001		35,432	$	35		49		$	(3,251	)	$	531,667	$	(140,661	)	$	(238	)
Common stock options exercised		153		—		(49	)		3,251			490
Common stock issued under Employee Stock Purchase Plan		397		1								2,125
Tax benefit from stock option transactions												2,124
Stock-based compensation expense												113					98
Unrealized loss on marketable securities, net of tax
Foreign currency translation adjustment, net of tax
Net loss														(5,482	)

BALANCE AT JUNE 30, 2002		35,982	$	36		—		$	—		$	536,519	$	(146,143	)	$	(140	)

[Additional columns below]

[Continued from above table, first column(s) repeated]


	ACCUMULATED
	OTHER			TOTAL
	COMPREHENSIVE			STOCKHOLDERS'			COMPREHENSIVE
	INCOME			EQUITY			LOSS

BALANCE AT DECEMBER 31, 2001	$	267		$	387,819
Common stock options exercised					3,741
Common stock issued under Employee Stock Purchase Plan					2,126
Tax benefit from stock option transactions					2,124
Stock-based compensation expense					211
Unrealized loss on marketable securities, net of tax		(160	)		(160	)		(160	)
Foreign currency translation adjustment, net of tax		(75	)		(75	)		(75	)
Net loss					(5,482	)		(5,482	)

BALANCE AT JUNE 30, 2002	$	32		$	390,304		$	(5,717	)

See accompanying notes to consolidated financial statements.

HNC SOFTWARE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
(Unaudited)

NOTE 1—GENERAL

HNC Software Inc.

HNC is a provider of high-end analytics, decision management software and tools that enable global companies to manage customer interactions by converting data and business experiences into real-time recommendations. In this report, HNC Software Inc. is referred to as “we,” “our,” and “HNC”.

Basis of Presentation

Our consolidated financial statements include our assets, liabilities, and results of operations, as well as those of our wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated.

We have prepared the accompanying unaudited interim consolidated financial statements in accordance with the instructions to Form 10-Q. Consequently, we have not necessarily included in this Form 10-Q all information and footnotes required for audited financial statements. In our opinion, the accompanying unaudited interim consolidated financial statements in this Form 10-Q reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial position and results of operations. These consolidated financial statements and notes thereto should be read in conjunction with our audited financial statements and notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2001. The interim financial information contained in this Report is not necessarily indicative of the results to be expected for any other interim period or for any entire fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

New Accounting Pronouncements

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 revises the accounting for specified employee and contract terminations that are part of restructuring activities. Companies will be able to record a liability for a cost associated with an exit or disposal activity only when the liability is incurred and can be measured at fair value. Commitment to an exit plan or a plan of disposal expresses only management’s intended future actions and therefore, does not meet the requirement for recognizing a liability and related expense. This Statement only applies to termination benefits offered for a specific termination event or a specified period. It will not affect accounting for the costs to terminate a capital lease. The Company is required to adopt this statement for exit or disposal activities initiated after December 31, 2002. We have not yet determined the impact that our full adoption of SFAS No. 146 will have on our consolidated financial position, results of operations, or disclosures.

NOTE 2 — MERGER WITH FAIR, ISAAC AND COMPANY, INC.

On August 5, 2002, Fair, Isaac and Company, Incorporated (“Fair, Isaac”) acquired all of the outstanding common stock of HNC through a merger originally announced on April 28, 2002. Accordingly, HNC is now controlled by Fair, Isaac.

NOTE 3 — SALE OF PRODUCT LINE ASSETS

In March 2002, we sold to Open Solutions Inc. (“OSI”) substantially all assets associated with our Financial Accounting Manager product line, including all related software and intellectual property and certain property and equipment, for consideration consisting of a $500 promissory note payable to HNC. The note bears interest at the rate of 6.0% and is payable in full as to all principal and interest in March 2004. The assets sold to OSI in this transaction secure the note. In connection with this asset sale, we recorded a loss of $306, which is included in other expense, net in our consolidated statement of operations. At June 30, 2002, we maintained a $7,469 equity investment in OSI, resulting from prior investments in 1999 and 2000. This investment represents an approximate 4.8% ownership interest in OSI and is being accounted for using the cost method.

NOTE 4 — RESTRUCTURING, IMPAIRMENT AND OTHER

During the quarter ended March 31, 2002, we committed to the closure of an office facility and recorded estimated lease exit charges of $786, consisting of estimated future net lease cash obligations. Additionally during the quarter, we recorded $435 in charges related to the payment of cash severance benefits to 74 employees in connection with our closure of another office facility. During the quarter ended June 30, 2002, we recognized a partial net recovery of accrued restructuring charges of $587 based upon adjusted lease exit cost estimations related to certain facilities. Additionally during the quarter, we committed to the closure of an additional office facility and recorded estimated lease exit charges of $263, consisting of estimated future net lease cash obligations.

The following table summarizes our accrual for restructuring and impairment charges for the six months ended June 30, 2002:


			Six Months Ended
	Accrual at		June 30, 2002
	December 31,							Accrual at
	2001		Expense		Used			June 30, 2002

Employee separation	$	—	$	435	$	(435	)	$	—
Facilities charges		1,751		462		(412	)		1,801

	$	1,751	$	897	$	(847	)	$	1,801

As of June 30, 2002, the remaining accrual for restructuring and impairment is $1,801, which primarily represents future facility lease cash obligations, net of estimated sublease income. Such facility lease commitments end in 2004.

NOTE 5 — ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

We adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”), on January 1, 2002. Under the provisions of FAS 142, goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment annually, or more frequently if impairment indicators arise. In addition, all goodwill must be assigned to reporting units for purposes of impairment testing. In connection with our adoption of FAS 142 on January 1, 2002, we reclassified $3,711 and $5,758 in net book values associated with our assembled workforce and customer base intangible assets, respectively, to goodwill.

As required by FAS 142, we have determined that our reporting units are the same as our reportable segments, or the product suites of our Critical Action Platform: the Efficiency, Risk, and Opportunity Suites (refer to Note 7 — Segment Data). In addition, we were required to assess whether goodwill within our reporting units was impaired at the date of the adoption of this pronouncement using a two-step transitional impairment test. We completed the first of these steps during the quarter ended June 30, 2002 and have determined that no impairment of goodwill existed on January 1, 2002. Accordingly, we are not required to complete the second step of the impairment test.

For comparative purposes, the following table summarizes reported results for the quarter and six months ended June 30, 2001, adjusted to exclude amortization of goodwill, assembled workforce and customer base intangible assets:


	Quarter Ended			Six Months Ended
	June 30, 2001			June 30, 2001

Net income (loss):
As reported	$	(6,008	)	$	(21,946	)
Amortization of goodwill, assembled workforce and customer base, net of tax impact		6,842			24,422

As adjusted	$	834		$	2,476

Basic and diluted net income (loss) per share:
As reported	$	(0.17	)	$	(0.65	)
Amortization of goodwill, assembled workforce and customer base, net of tax impact, plus impact of dilutive share equivalents		.19			.72

As adjusted	$	.02		$	.07

The following table summarizes the gross and net of accumulated amortization carrying amounts of intangible assets subject to amortization as of June 30, 2002:


	Gross Carrying Amount at June 30, 2002		Net Carrying Amount at June 30, 2002

Intangible assets:
Acquired software development costs	$	58,744	$	28,715
Customer contracts		3,365		1,831
Covenants not to compete		3,666		1,313
Other		719		462

	$	66,494	$	32,321

Intangible asset amortization expense during the quarter and six months ended June 30, 2002 totaled $4,716 and $9,029, respectively.

NOTE 6 — EARNINGS PER SHARE DATA

For the quarters ended June 30, 2002 and 2001, weighted average options and warrants to purchase 996 and 1,991 shares of common stock, respectively, and Employee Stock Purchase Plan common stock equivalents of 91 and 177 shares of common stock, respectively, were not included in the computation of diluted net loss per common share as their effect in these periods would have been anti-dilutive. Additionally, the assumed conversion of our convertible subordinated notes outstanding during the quarter ended June 30, 2002 into 5,208 shares of common stock was excluded from the calculation of diluted net loss per common share as the effect of such note conversion would have been anti-dilutive.

For the six months ended June 30, 2002 and 2001, weighted average options and warrants to purchase 896 and 2,114 shares of common stock, respectively, and Employee Stock Purchase Plan common stock equivalents of 76 and 140 shares of common stock, respectively, were not included in the computation of diluted net loss per common share as their effect in these periods would have been anti-dilutive. Additionally, the assumed conversion of our convertible subordinated notes outstanding during the six months

ended June 30, 2002 and 2001 into 5,208 and 546 shares of common stock, respectively, was excluded from the calculation of diluted net loss per common share as the effect of such note conversion would have been anti-dilutive.

NOTE 7 — SEGMENT DATA

Our reportable segments reflect the method in which management primarily organizes and evaluates internal financial information to make operating decisions and assess performance, based upon the product suites of our Critical Action Platform. Segment information for the quarters and six months ended June 30, 2001 has been restated to conform to our current segment presentation.

Our Critical Action Platform consists of our Efficiency, Risk and Opportunity Suites. Our Efficiency Suite helps companies reduce their costs and improve the quality of their business decisions by automating complex, previously labor-intensive decision processes, such as new account application and medical claims processing. This allows companies to simultaneously reduce costs and increase the speed of the customer acquisition process. In addition, our Efficiency Suite allows companies to process large quantities of applications and claims in real time through multiple acquisition and delivery channels. Our Risk Suite enables companies to analyze the risks associated with acquiring, managing and retaining customers by analyzing patterns in customer transactions, and includes analysis of fraud and bad debt. Our Opportunity Suite enables companies to analyze the opportunities associated with acquiring, managing, and retaining customers by analyzing patterns in customer transactions. The Opportunity Suite can maximize customer profitability by providing cross-sell and up-sell and retention activities and focusing marketing efforts on more profitable customers. Additionally, our “Other” segment category includes our Advanced Technology Solutions group, which primarily conducts research and development for the United States Government and other internally funded projects, as well as other miscellaneous products.

The accounting policies of our operating segments are the same as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2001. We do not identify or allocate our assets by operating segment. Accordingly, segment asset information is not disclosed.

Segment revenues and segment contribution margins for the periods indicated are as follows (unaudited):


	Quarter Ended						Six Months Ended
	June 30,						June 30,

	2002			2001			2002			2001

Efficiency Suite
Total revenues		29,765			27,498			59,764			54,056
Direct segment operating expenses(1)		(17,721	)		(15,029	)		(34,644	)		(29,517	)

Segment contribution margin	$	12,044		$	12,469		$	25,120		$	24,539

Risk Suite
Total revenues		21,571			23,735			38,988			42,290
Direct segment operating expenses(1)		(6,405	)		(5,594	)		(12,378	)		(11,343	)

Segment contribution margin	$	15,166		$	18,141		$	26,610		$	30,947

Opportunity Suite
Total revenues		4,607			6,767			11,632			14,487
Direct segment operating expenses(1)		(5,290	)		(3,012	)		(9,797	)		(6,420	)

Segment contribution margin	$	(683	)	$	3,755		$	1,835		$	8,067

Other
Total revenues		1,220			1,022			2,076			2,159
Direct segment operating expenses (1)		(1,165	)		(1,607	)		(1,986	)		(3,471	)

Segment contribution margin	$	55		$	(585	)	$	90		$	(1,312	)

Total segment contribution margin	$	26,582		$	33,780		$	53,655		$	62,241

Reconciliation to operating loss:
Total segment margin	$	26,582		$	33,780		$	53,655		$	62,241
Indirect operating expenses (2)		(22,869	)		(26,971	)		(49,030	)		(51,743	)
Stock-based compensation expense		(36	)		(181	)		(211	)		(367	)
Transaction-related amortization and costs		(6,144	)		(13,889	)		(10,628	)		(27,579	)
Restructuring, impairment and other		324			(2,960	)		(897	)		(2,960	)

Total operating loss	$	(2,143	)	$	(10,221	)	$	(7,111	)	$	(20,408	)

(1)		Direct segment operating expenses generally include direct costs such as direct labor costs related to product research and development, sales and marketing activities, direct support and installation costs, and other product-specific costs of sales. Direct segment operating expenses generally reflect only direct controllable expenses associated with each segment’s line of business.




(2)		Indirect operating expenses generally consist of costs not directly attributable to a segment, such as general and administrative expenses, corporate marketing expenses, depreciation and amortization, facilities expenses, information technology overhead costs, and other indirect, non-product specific costs.

NOTE 8 — ACQUISITIONS AND PRO FORMA RESULTS OF OPERATIONS

In May 2002, we acquired substantially all of the assets and assumed certain liabilities of Indemni-Med Management, LLC (“Indemni-Med”) for a cash purchase price of $5,250. We placed $525 of the cash purchase price into escrow to secure potential future indemnification obligations of the seller to HNC. Indemni-Med is a provider of insurance bill review and case management services. We accounted for this transaction as a business acquisition and applied the purchase method of accounting, which resulted in a total purchase price of $5,455. The excess of this amount over the net tangible assets assumed was $5,239, of which we allocated $4,109 to goodwill, $690 to software development costs, $386 to customer contracts, and $54 to covenants not to compete.

In March 2002, we executed an asset purchase agreement with ieWild, Inc. (“ieWild”) pursuant to which we purchased all of ieWild’s right, title and interest associated with its ieTarget software product and all related documentation and intellectual property rights for a cash purchase price of $1,000. ieTarget is a software platform that enables businesses to allocate large volumes of consumer financial products, as well as consumer merchandise, to retail consumers for the purpose of executing cross sell campaigns through telemarketing or direct mail. We accounted for this transaction as an asset purchase and applied the purchase method of accounting. Including acquisition and related costs, a total purchase price of $1,346 resulted, all of which was allocated to software development costs.

In January 2002, we acquired the Virdix software product line from Trajecta, Inc., a wholly owned subsidiary of Pavilion Technologies Inc., for a cash purchase price of $6,000 plus additional contingent cash consideration if certain financial performance criteria are met with respect to this product during the twelve-month period following the acquisition. We placed $255 of the cash purchase price into escrow to secure potential future indemnification obligations of the seller to HNC. Virdix is an integrated analytics framework for data visualization and optimization modeling that enables businesses to develop the optimal actions to take to maximize lifetime customer value. We accounted for this transaction as an asset purchase and applied the purchase method of accounting, which resulted in a total purchase price of $6,141. The excess of this amount over net tangible assets assumed was $6,099, of which we allocated $5,557 to software development costs and $542 to covenants not to compete.

During the year ended December 31, 2001, we acquired the following businesses in transactions that were accounted for in accordance with the purchase method of accounting: ClaimPort, Inc. and the workers’ compensation products and customer base from ecDataFlow.com Inc. were acquired in the second quarter of 2001; and certain assets of the Blaze Advisor business unit of Brokat Technologies and the UK-based Marketing Services Provider business unit of Chordiant Software Inc. were acquired in the third quarter of 2001.

The following table summarizes the unaudited pro forma results of our operations for the six months ended June 30, 2002 and 2001 as if each of the above-referenced business acquisitions had occurred on January 1, 2001, instead of their respective later acquisition dates:


	Six Months Ended

	June 30, 2002						June 30, 2001

				Pro Forma						Pro Forma
	Historical			Combined			Historical			Combined

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Total revenues	$	112,460		$	114,360		$	112,992		$	133,951
Net loss		(5,482	)		(5,739	)		(21,946	)		(44,853	)
Basic and diluted net loss per share	$	(0.15	)	$	(0.16	)	$	(0.65	)	$	(1.33	)

NOTE 9 — STOCK-BASED COMPENSATION

Stock-based compensation expense totaled $36 and $181 during the quarters ended June 30, 2002 and 2001, respectively. This expense consisted of the amortization of unearned stock-based compensation totaling $36 and $45, respectively, during the quarters ended June 30, 2002 and 2001, along with one-time charges associated with option award modifications totaling $136 during the quarter ended June 30, 2001. Stock-based compensation expense totaled $211 and $367 during the six months ended June 30, 2002 and 2001, respectively. This expense consisted of the amortization of unearned stock-based compensation totaling $75 and $113, respectively, and one-time charges associated with option award modifications totaling $136 and $254, respectively, during the six months ended June 30, 2002 and 2001.

NOTE 10 — CONTINGENCIES

Various claims arising in the course of business, seeking monetary damages and other relief, are pending. We believe that these claims will not result in a material negative impact on our results of operations, liquidity, or financial condition. However, the amount of the liability associated with these claims, if any, cannot be determined with certainty.

NOTE 11 — SUBSEQUENT EVENTS

On August 5, 2002, Fair, Isaac completed its acquisition of HNC. Refer to Note 2 for further information.

HNC SOFTWARE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following section contains forward-looking statements about anticipated future events or results that are not historical facts but rather express our current expectations, estimates and projections about the future of our business and industry, and are based upon our beliefs and assumptions. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and variations of these words and similar expressions are intended to identify forward-looking statements. These forward-looking statements also include, among other things, statements about our anticipated future costs and operating expenses and our future capital needs. These statements are not guarantees or assurances of our future performance and are subject to numerous risks and uncertainties, many of which are beyond our control, are difficult to predict and could cause our actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described under the heading “Risk Factors” and elsewhere in this report. Forward-looking statements may ultimately prove to be incorrect or false. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this report. Except as may be required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

OVERVIEW

We are a provider of high-end analytic and decision management software applications and tools that enable our customers to manage their customer interactions with their customers and make other important business choices. Our products analyze large bodies of data, such as customer transaction histories, and convert this information into real-time business recommendations. Our products empower our customers to make millions of mission-critical customer decisions and respond in real time, which can improve their financial performance, reduce their costs and decrease their risk. Our customers include both domestic and global companies in the financial services, insurance, telecommunications, healthcare and other industries, as well as government clients.

HNC’s offerings consist of the HNC Critical Action Platform and three suites of Critical Action Software — our Opportunity Suite, Risk Suite and Efficiency Suite. Our Critical Action Software consists of the following three suites, along which our reportable segments are organized internally:

	•		The HNC Efficiency Suite. The products in this suite help our customers reduce their costs and improve the quality of their business decisions by automating complex, previously labor-intensive decision processes, such as new account application and medical claims processing. HNC Efficiency Suite applications can improve the efficiency of a company’s personnel, particularly its executives and managers, by automating business policies and streamlining workflows. Our software sorts intelligently, makes sophisticated decisions based on complex data and all facets of the business, automatically takes the critical action needed, or routes information to appropriate persons for further review. The products in the Efficiency Suite handle insurance claims, process new account applications and process relationship management actions for financial services and telecommunications companies.

	•		The HNC Risk Suite. The products in this suite help improve our customers’ profitability by intelligently predicting the accuracy and validity of transactions to protect them and their customers from fraud and similar losses. HNC Risk Suite applications can analyze millions of customer transactions in milliseconds and generate a recommendation for immediate action critical to stopping fraud and abuse. These applications also detect organized fraud schemes that are too complex and well hidden to be identified by other methods. This suite is designed to detect and prevent credit and debit payment card fraud, identity fraud, telecommunications subscription fraud, healthcare fraud, Medicaid and Medicare fraud, and workers’ compensation fraud. It protects merchants, financial institutions, insurance companies, telecommunications carriers, government agencies and employers. The HNC Risk Suite includes applications for predicting bankruptcy, identifying money laundering and reducing bad debt.

•

The HNC Opportunity Suite. The products in this suite provide our customers opportunities to derive incremental revenue by optimizing their marketing decisions and improving their interactions with their customers. Our products are designed to help our customers with customer acquisition, customer retention, product pricing and cross-selling.

Our revenues and operating results have varied significantly in the past and we have experienced net losses. We expect fluctuations in our operating results to continue for the foreseeable future. As a result, we believe that investors should not rely on period-to-period comparisons of our financial results as an indication of our future performance. Further, we derive a substantial portion of our revenues from our Falcon Fraud Manager, Decision Manager for Medical Bill Review and Outsourced Bill Review products and services. Our Falcon Fraud Manager, Decision Manager for Medical Bill Review and Outsourced Bill Review products and services in the aggregate accounted for 42.8% of our total revenues in the first six months of 2002. Falcon Fraud Manager revenues accounted for 22.3% of total revenues for the six months ended June 30, 2002 and our combined Decision Manager for Medical Bill Review products and Outsourced Bill Review services accounted for 20.5% of total revenues in the same period. We expect these products and services will continue to account for a substantial portion of our total revenues for the foreseeable future. Our revenue will decline if the market does not continue to accept these products and services.

Because our expense levels are based in part on our expectations regarding future revenues and in the short term are fixed to a large extent, we may be unable to adjust our spending in time to compensate for any unexpected revenue shortfall. We may not be able to achieve or maintain profitability on a quarterly or annual basis in the future. In addition, in the past we have acquired several companies and may continue to do so in the future. Such transactions typically affect the comparability of our historical financial results. Acquisitions also typically generate significant charges that decrease our net income, including possible charges in future fiscal periods.

A certification with respect to this report on Form 10-Q by our Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002, has been submitted to the SEC as additional correspondence accompanying this report.

Revenues

Our revenues are comprised of license and maintenance revenues and services and other revenues. Our total revenues for the second quarter of 2002 were $57.2 million, a decrease of $1.8 million, or 3.1%, over revenues of $59.0 million for the second quarter of 2001. Our total revenues for the six months ended June 30, 2002 were $112.5 million, a decrease of $0.5 million, or 0.5%, over revenues of $113.0 million for the six months ended June 30, 2001.

License and Maintenance Revenues

We recognize license and maintenance revenues in several different ways, depending on the terms on which the software and maintenance are provided. We typically license our software under both recurring and one-time license pricing models. Recurring sources of license and maintenance revenues generally include transactionally-based software license fees, license fees that recur annually under long-term software license arrangements and transactional fees derived under network service or internal hosted software arrangements. Recurring revenues also include all software maintenance fees. One-time sources of license and maintenance revenues are typically perpetual or time-based licenses with upfront, nonrecurring payment terms. To the extent that our customers license our software products under recurring or one-time pricing models, our license and maintenance revenues and gross margins may differ materially from period to period.

Revenue from perpetual and short-term periodic licenses of our software is generally recognized upon delivery. Transactional fees under software license arrangements are recognized as revenue based on system usage or, as applicable, when fees based on system usage exceed the monthly minimum license fees. Software maintenance fees are recognized as revenue ratably over the maintenance periods. Transactional fees under network service or internal hosted software arrangements are recognized as revenue based on system usage or, as applicable, when fees based on system usage exceed the monthly minimum license fees. Amounts received under contracts in advance of delivery or performance are recorded as deferred revenue and are generally recognized within one year from receipt.

QUARTER ENDED JUNE 30, 2002

License and maintenance revenues were $39.0 million for the second quarter of 2002, a decrease of $5.3 million, or 12.0%, as compared to license and maintenance revenues of $44.3 million for the second quarter of 2001. The decrease in license and maintenance revenues was attributable primarily to a $4.7 million decrease in Risk segment revenues and a $1.6 million decrease in Opportunity segment revenues, partially offset by a $1.3 million increase in Efficiency segment revenues. The increase in ourEfficiency segment revenues of $1.3 million was attributable primarily to $4.3 million of incremental revenues resulting from our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001, partially offset by a $2.3 million decrease in Decision Manager for Medical Bill Review revenues and a $0.7 million net decrease in various other Efficiency segment product revenues. The decrease in Decision Manager for Medical Bill Review revenues was attributable in part to two customer pricing changes that converted existing customer contracts from recurring transactionally-based fees to one-time fixed fees recognized in full during the prior year quarter ended June 30, 2001, and to transactionally-based revenue declines due to the loss of a significant customer. The decrease in ourRisk segment revenues of $4.7 million was attributable primarily to a $3.0 million decrease in Falcon Fraud Manager revenues and a $1.7 million decrease in Fraud Manager for Telecommunications revenues. These decreases were attributable in part to two customer pricing changes that converted existing customer contracts from recurring transactionally-based fees to one-time fixed fees recognized in full during the prior year quarter. The decrease in our Opportunity segment revenues of $1.6 million was attributable primarily to a decrease in revenues associated with our Profitability Predictor product, principally due to our recognition in the prior year period of termination fees related to a customer that sold its credit card portfolio and therefore no longer had a use for our product.

SIX-MONTHS ENDED JUNE 30, 2002

License and maintenance revenues were $80.0 million for the six months ended June 30, 2002, a decrease of $3.7 million, or 4.4%, as compared to license and maintenance revenues of $83.7 million for the six months ended June 30, 2001. The decrease in license and maintenance revenues was attributable primarily to a $4.8 million decrease in Risk segment revenues, a $3.8 million decrease in Opportunity segment revenues and a $0.6 million decrease in Other segment product revenues, partially offset by a $5.6 million increase in Efficiency segment revenues. The increase in our Efficiency segment revenues of $5.6 million was attributable primarily to $9.5 million of incremental revenues resulting from our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001, partially offset by a $3.6 million decrease in Decision Manager for Medical Bill Review revenues. The decrease in Decision Manager for Medical Bill Review revenues was attributable in part to two customer pricing changes that converted existing customer contracts from recurring transactionally-based fees to one-time fixed fees recognized in full during the prior year period, and to transactionally-based revenue declines due to the loss of a significant customer. The decrease in our Risk segment revenues of $4.8 million was attributable primarily to a $1.7 million decrease in Falcon Fraud Manager revenues, a $1.9 million decrease in Fraud Manager for Telecommunications revenues, and a $0.5 million decrease in both CardAlert Fraud Manager and Risk Manager for Acquirers product revenues. The decreases in Falcon Fraud Manager and Fraud Manager for Telecommunications revenues were attributable in part to two customer pricing changes that converted existing customer contracts from recurring transactionally-based fees to one-time fixed fees recognized in full during the prior year period. The decrease in our Opportunity segment revenues of $3.8 million was attributable primarily to a $5.6 million decrease in revenues associated with our Profitability Predictor product, partially offset by a $1.8 million increase in Profit Manager revenues. The decrease in Profitability Predictor product revenues was attributable primarily to a customer pricing change that converted an existing customer contract from recurring transactionally-based fees to a one-time fixed fee recognized in full during the prior year period and to our recognition in the prior year period of termination fees related to a customer that sold its credit card portfolio and therefore no longer had a use for our product. The $0.6 million decrease in our Other segment product revenues was attributable primarily to a decrease in revenues associated with our former Intelligent Response product line.

Services and Other Revenues

Services and other revenues are comprised of installation and implementation revenues, remote hosted service operation revenues and revenues which are derived from consulting contracts, new product development contracts with commercial customers and, to a lesser extent, research and development contracts with the United States Government. Revenue from software installation and implementation and from contract services is generally recognized as the services are performed using the percentage of completion method based on costs incurred to date compared to total estimated costs at completion. Amounts received under contracts in advance of performance are recorded as deferred revenue and are generally recognized within one year from receipt. Contract losses are recorded as a charge to operations in the period any losses are first identified. Installation or setup fees associated with network service and internally hosted software agreements are recognized ratably over the longer of the customer contract period or estimated life of the customer relationship. Remote hosted service fees derived from the review and repricing of customers’ medical bills are recognized as revenue when the processing services are performed.

QUARTER ENDED JUNE 30, 2002

Services and other revenues were $18.2 million for the second quarter of 2002, an increase of $3.4 million, or 23.3%, as compared to services and other revenues of $14.8 million for the second quarter of 2001. This $3.4 million increase in services and other revenues was attributable primarily to a $1.0 million increase in Efficiency segment revenues and a $2.5 million increase in Risk segment revenues. The $1.0 million increase in our Efficiency segment was attributable primarily to a $1.1 million increase in Blaze Advisor consulting revenues resulting from our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001. The increase in our Risk segment of $2.5 million was attributable primarily to an increase in fraud consulting service revenues, including $2.3 million in incentive fees earned under a fraud consulting service engagement.

SIX-MONTHS ENDED JUNE 30, 2002

Services and other revenues were $32.4 million for the six months ended June 30, 2002, an increase of $3.1 million, or 10.7%, as compared to services and other revenues of $29.3 million for the six months ended June 30, 2001. This $3.1 increase in services and other revenues was attributable primarily to a $0.1 million increase in Efficiency segment revenues, a $1.5 million increase in Risk segment revenues, a $1.0 million increase in Opportunity segment revenues and a $0.5 million increase in Other segment revenues. The $0.1 million increase in our Efficiency segment was attributable primarily to a $2.0 million increase in Blaze Advisor consulting services revenues, offset by a $1.0 million decrease in revenues from Decision Manager for Financial Applications implementations and a $0.8 million decrease in Outsourced Bill Review Services revenues, primarily due to a reduction in bill review volumes associated with a significant customer. The increase in our Risk segment of $1.5 million was attributable primarily to a $2.7 million increase in fraud consulting service revenues, which included $2.3 million in incentive fees earned under a fraud consulting service engagement, partially offset by a $1.3 million decrease in Falcon Fraud Manager implementation revenues. The $1.0 million increase in our Opportunity segment was attributable primarily to $1.2 million in incremental Marketing Service Provider (MSP) revenues, resulting from our acquisition of the MSP business from Chordiant Software in the third quarter of 2001. The $0.5 million increase in Other segment revenues was attributable primarily to an increase in revenues from government consulting services.

Cost of Revenues

License and Maintenance Cost of Revenues

QUARTER ENDED JUNE 30, 2002

License and maintenance costs primarily represent our expenses for personnel engaged in customer support, travel to customer sites and documentation materials. In absolute dollars, license and maintenance costs of revenues increased by $0.5 million, from $11.7 million in the second quarter of 2001 to $12.2 million in the second quarter of 2002. License and maintenance cost of revenues, as a percentage of license and maintenance revenues, increased from 26.4% in the second quarter of 2001 to 31.3% in the second quarter of 2002, or 4.8%. This percentage increase was attributable primarily to a decrease in lower-cost revenues associated with Falcon Fraud Manager, Fraud Manager for Telecommunications and Profitability Predictor products in the second quarter of 2002, along with a decrease in revenues and increased customer support costs associated with Decision Manager for Medical Bill Review products. Contributing to this percentage increase was our recognition of incremental license fees associated with customer pricing changes during the prior year quarter, including those related to Decision Manager-Medical Bill Review, Falcon Fraud Manager and Fraud Manager for Telecommunications products, along with our recognition during the prior year quarter of Profitability Predictor termination fees associated with a customer that sold its credit card portfolio and therefore no longer had a use for our product. This percentage increase was partially offset by an increase in license fee revenues related to our Blaze Advisor product, which had minimal associated costs.

SIX-MONTHS ENDED JUNE 30, 2002

In absolute dollars, license and maintenance costs of revenues increased by $1.3 million, from $23.2 million in the six months ended June 30, 2001 to $24.5 million in the six months ended June 30, 2002. License and maintenance cost of revenues, as a percentage of license and maintenance revenues, increased from 27.7% in the six months ended June 30, 2001 to 30.6% in the six months ended June 30, 2002, or 2.9%. This percentage increase was attributable primarily to a decrease in lower-cost revenues associated with Falcon Fraud Manager, Fraud Manager for Telecommunications and Profitability Predictor products in the first six months of 2002, along with a decrease in revenues and increased customer supports costs associated with Decision Manager for Medical Bill Review products. Contributing to this percentage increase was our recognition of incremental license fees associated with customer pricing changes during the prior year quarter, including those related to Decision Manager-Medical Bill Review, Falcon Fraud Manager and Fraud Manager for Telecommunications products, along with our recognition during the prior year period of Profitability Predictor termination fees associated with a customer that sold its credit card portfolio and therefore no longer had a use for our product. This

percentage increase was partially offset by an increase in license fee revenues related to our Blaze Advisor and Profit Manager products, which had minimal associated costs.

Services and Other Cost of Revenues

QUARTER ENDED JUNE 30, 2002

Services and other expenses consist of personnel and other expenses associated with providing installation and implementation services and performing development, consulting, and research development contracts, and the costs associated with hosted service operations. In absolute dollars, services and other costs of revenues increased by $0.9 million, from $10.5 million in the second quarter of 2001 to $11.4 million in the second quarter of 2002. Services and other cost of revenues, as a percentage of services and other revenues, decreased by 9.0% from 71.3% to 62.3%. This percentage decrease was attributable primarily to our recognition of $2.3 million in incentive fees relating to a fraud consulting service engagement, with no associated incremental costs, an increase in lower-cost Blaze consulting revenues and to improved cost efficiencies related to Outsourced Bill Review Services revenues and Decision Manager for Financial Applications product implementation revenues.

SIX-MONTHS ENDED JUNE 30, 2002

In absolute dollars, services and other costs of revenues increased by $0.6 million, from $20.8 million in the six months ended June 30, 2001 to $21.4 million in the six months ended June 30, 2002. Services and other cost of revenues, as a percentage of services and other revenues, decreased by 5.1% from 71.1% to 66.0%. This percentage decrease was attributable primarily to our recognition of $2.3 million in incentive fees relating to a fraud consulting service engagement, with no associated incremental costs, an increase in lower-cost Blaze consulting revenues and to improved cost efficiencies associated with Decision Manager for Financial Applications product implementation revenues.

Research and Development Expense

QUARTER ENDED JUNE 30, 2002

Research and development expenses consist primarily of salaries and other personnel-related expenses, subcontracted development services, depreciation of development equipment and supplies. Research and development expenses increased by $2.0 million, or 18.2%, from $11.5 million during the second quarter of 2001 to $13.5 million during the second quarter of 2002. This increase was attributable primarily to an increase in staffing and related costs to support new product development activities, including primarily Blaze Advisor product development initiatives, resulting from our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001, and initiatives related to the development of our Critical Action Platform. We anticipate that research and development expenses will increase in dollar amount and could increase as a percentage of total revenues for the foreseeable future.

SIX-MONTHS ENDED JUNE 30, 2002

Research and development expenses increased by $4.4 million, or 19.6%, from $22.3 million during the six months ended June 30, 2001 to $26.7 million during the six months ended June 30, 2002. This increase was attributable primarily to an increase in staffing and related costs to support new product development activities, including primarily Blaze Advisor product development initiatives, resulting from our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001, and initiatives related to the development of our Critical Action Platform. We anticipate that research and development expenses will increase in dollar amount and could increase as a percentage of total revenues for the foreseeable future.

Sales and Marketing Expense

QUARTER ENDED JUNE 30, 2002

Sales and marketing expenses consist primarily of salaries and benefits, commissions, travel, entertainment, trade shows and promotional expenses. Sales and marketing expenses remained relatively flat, increasing by $0.1 million, or 1.1%, from $10.2 million during the second quarter of 2001 to $10.3 million during the second quarter of 2002. This increase was attributable primarily to increases in staffing related to the expansion of direct sales and marketing personnel, including that resulting from of our acquisition

of the assets of the Blaze Advisor business unit in the third quarter of 2001, partially offset by reduced expenditures associated with marketing-related travel. We expect sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future. These expenses could also increase as a percentage of total revenues as we continue to develop a direct sales force in international markets and expand our domestic sales and marketing organization and increase the breadth of our product lines.

SIX-MONTHS ENDED JUNE 30, 2002

Sales and marketing expenses increased by $1.3 million, or 6.0%, from $20.8 million during the six months ended June 30, 2001 to $22.1 million during the six months ended June 30, 2002. This increase was attributable primarily to increases in staffing related to the expansion of direct sales and marketing personnel, including that resulting from of our acquisition of the assets of the Blaze Advisor business unit in the third quarter of 2001. Also contributing to the increase were incremental costs related to trade shows, which were partially offset by reduced expenditures associated with marketing-related travel and outside services. We expect sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future. These expenses could also increase as a percentage of total revenues as we continue to develop a direct sales force in international markets and expand our domestic sales and marketing organization and increase the breadth of our product lines.

General and Administrative Expense

QUARTER ENDED JUNE 30, 2002

General and administrative expenses consist primarily of personnel costs for finance, contract administration, human resources and general management, as well as insurance and professional services expenses. General and administrative expenses decreased by $2.4 million, or 28.3%, from $8.5 million during the second quarter of 2001 to $6.1 million during the second quarter of 2002. This decrease was attributable primarily to a decrease in our provision for doubtful accounts and to a decrease in legal and other professional service fees quarter over quarter.

SIX-MONTHS ENDED JUNE 30, 2002

General and administrative expenses decreased by $2.3 million, or 15.1%, from $15.7 million during six months ended June 30, 2001 to $13.4 million during the six months ended June 30, 2002. This decrease was attributable primarily to a decrease in our provision for doubtful accounts, and was partially offset by an increase in legal and other professional service fees period over period.

Transaction-Related Amortization and Costs

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

Transaction-related amortization and costs primarily include acquisition-related amortization associated with our intangible assets, as well as the amortization of goodwill prior to our adoption of FAS 142 on January 1, 2002. Transaction-related amortization and costs decreased by $7.8 million, or 55.8%, from $13.9 million in the second quarter of 2001 to $6.1 million in the second quarter of 2002, and decreased by $17.0 million, or 61.5%, from $27.6 million in the six months ended June 30, 2001 to $10.6 million in the six months ended June 30, 2002, principally because of our adoption of FAS 142.

As a result of the adoption of FAS 142, we discontinued the amortization of goodwill on January 1, 2002 including goodwill resulting from the reclassification of net book values associated with our assembled workforce and customer base intangible assets. The decrease in transaction-related amortization and costs resulting from our adoption of FAS 142 was offset in part by incremental intangible asset amortization in the first and second quarters of 2002 resulting from our business and asset acquisitions in the second and third quarters of 2001 and the first and second quarters of 2002. For further information regarding our adoption of FAS 142, see Note 5 of Notes to Consolidated Financial Statements in this report.

Restructuring, Impairment and Other

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

quarter ended June 30, 2002, we recognized a partial net recovery of accrued restructuring charges of $587 based upon adjusted lease exit cost estimations related to certain facilities. Additionally during the quarter, we committed to the closure of an additional office facility and recorded estimated lease exit charges of $263, consisting of estimated future net lease cash obligations.

These actions were consummated in a short period of time and did not have any adverse impact on our business while they were ongoing. The office closure charges were determined based upon future facility lease cash obligations, net of estimated sublease income as determined through consultation with independent lease brokers, plus estimated lease brokerage fees. The contractual future lease commitments represent our future cash obligations.

Interest Income

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

Interest income increased to $2.2 million during the quarter ended June 30, 2002 from $2.0 million during the quarter ended June 30, 2001, and decreased to $4.4 million during the six months ended June 30, 2002 from $4.6 million during the six months ended June 30, 2001. The period over period fluctuations are primarily reflective of higher average cash and investment balances during the quarter and six months ended June 30, 2002 and lower interest and income yields due to market conditions.

Interest Expense

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

Interest Expense increased to $2.2 million during the quarter ended June 30, 2002 from less than $0.1 million during the quarter ended June 30, 2001, and increased to $4.4 million during the six months ended June 30, 2002 from $0.2 million during the six months ended June 30, 2001. The increase in interest expense during these periods is attributable primarily to interest associated with our 5.25% convertible subordinated notes aggregating $150.0 million, which we issued in the third quarter of 2001.

Other Expense, Net

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

Other expense, net decreased to less than $0.1 million during the quarter ended June 30, 2002 from $1.1 million during the quarter ended June 30, 2001, and decreased to $0.4 million during the six months ended June 30, 2002 from $1.1 million during the six months ended June 30, 2001. These decreases are attributable primarily to our recognition of a $1.1 million charge during the quarter ended June 30, 2001 in connection with the write-down of certain equity investments during the second quarter of 2001.

Income Taxes

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

We recorded a benefit for income taxes of $0.8 million during the quarter ended June 30, 2002 as compared to a benefit of $3.3 million during the quarter ended June 30, 2001. We recorded an income tax benefit of $2.0 million for the six months ended June 30, 2002 as compared to an income tax provision of $4.9 million for the six months ended June 30, 2001. These fluctuations are attributable primarily to our application of effective tax rates based on forecasted annual pre-tax income for 2002 to pre-tax losses for the quarter and six-month periods ended June 30, 2002, the impact of our adoption of FAS 142 on January 1, 2002, which resulted in the elimination of our amortization of non-deductible goodwill and certain other intangible assets beginning in 2002, and to increased research and development credits generated in 2002.

Stock-Based Compensation Expense

QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

and 2001, respectively. This expense consisted of the amortization of unearned stock-based compensation totaling $75 and $113, respectively, and one-time charges associated with option award modifications totaling $136 and $254, respectively, during the six months ended June 30, 2002 and 2001.

Segment Contribution Margin

Segment contribution margin for the quarters and six months ended June 30, 2002 and 2001 is reported in Note 7 of Notes to Consolidated Financial Statements in this report.

QUARTER ENDED JUNE 30, 2002

Segment contribution margin for our Efficiency segment decreased from $12.5 million for the quarter ended June 30, 2001 to $12.0 million for the quarter ended June 30, 2002, and as a percentage of segment revenues decreased from 45.3% to 40.5%. The absolute dollar decrease was attributable to an increase in segment revenues, offset by a larger increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to decreased revenues and increased customer support costs related to our Decision Manager for Medical Bill Review products, including the impact of our prior year recognition of incremental license fees associated with Decision Manager for Medical Bill review product customer pricing changes, and to lower contribution margins associated with our Blaze Advisor business unit as a whole, resulting from our acquisition of this business unit in the third quarter of 2001. These decreases were partially offset by increased cost efficiencies associated with Decision Manager for Financial Applications product implementations.

Segment contribution margin for our Risk segment decreased from $18.1 million for the quarter ended June 30, 2001 to $15.2 million for the quarter ended June 30, 2002, and as a percentage of segment revenues decreased from 76.4% to 70.3%. The absolute dollar decrease was attributable to a decrease in segment revenues and to an increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to our prior year recognition of incremental license fees associated with Falcon Fraud Manager and Fraud Manager for Telecommunications product customer pricing changes, partially offset by increased margins associated with fraud consulting service revenues during the quarter ended June 30, 2002, primarily due to our recognition of incentive fees earned during the quarter. Also contributing to the segment margin decrease was an increase in research and development spending on Risk segment products. We expect that direct segment research and development costs in the Risk segment will increase in absolute dollars and could increase as a percentage of Risk segment revenues for the foreseeable future.

Segment contribution margin for our Opportunity segment decreased from a $3.8 million positive margin for the quarter ended June 30, 2001 to a $0.7 million negative margin for the quarter ended June 30, 2002, and as a percentage of segment revenues decreased from 55.5% to negative 14.8%. The absolute dollar decrease was attributable to a decrease in segment revenues and to an increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to our prior year recognition of Profitability Predictor termination fees associated with a customer that sold its credit card portfolio and therefore no longer had a use for our product, and to an increase in research and development spending on Opportunity segment products quarter over quarter. We expect that direct segment research and development costs in the Opportunity segment will increase in absolute dollars and could increase as a percentage of Opportunity segment revenues for the foreseeable future.

Segment contribution margin for our Other segment improved from negative $0.6 million for the quarter ended June 30, 2001 to approximately break-even for the quarter ended June 30, 2002, and as a percentage of segment revenues increased improved from loss of 57.2% to a margin of 4.5%. The absolute dollar and percentage increases were attributable primarily to an increase in government service revenues, a decrease in segment revenues associated with our former Intelligent Response product line, and an overall decrease in direct segment operating costs, primarily related to the former Intelligence Response product line.

SIX MONTHS ENDED JUNE 30, 2002

Segment contribution margin for our Efficiency segment increased from $24.5 million for the six months ended June 30, 2001 to $25.1 million for the six months ended June 30, 2002, and as a percentage of segment revenues decreased from 45.4% to 42.0%. The absolute dollar increase was attributable to an increase in segment revenues, offset by a larger increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to decreased revenues and increased customer support costs related to our Decision Manager for Medical Bill Review products, including the impact of our prior year recognition of incremental license fees associated with Decision Manager for Medical Bill review product customer pricing changes, and to lower contribution margins associated with our Blaze Advisor business unit as a whole, resulting from our acquisition of this

business unit in the third quarter of 2001. These decreases were partially offset by increased cost efficiencies associated with Decision Manager for Financial Applications product implementations.

Segment contribution margin for our Risk segment decreased from $30.9 million for the six months ended June 30, 2001 to $26.6 million for the six months ended June 30, 2002, and as a percentage of segment revenues decreased from 73.2% to 68.3%. The absolute dollar decrease was attributable to a decrease in segment revenues and to an increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to our prior year recognition of incremental license fees associated with Falcon Fraud Manager and Fraud Manager for Telecommunications product customer pricing changes, partially offset by increased margins associated with fraud consulting service revenues during the six months ended June 30, 2002, primarily due to our recognition of incentive fees earned during this period. Also contributing to the segment margin decrease was an increase in research and development spending on Risk segment products. We expect that direct segment research and development costs in the Risk segment will increase in absolute dollars and could increase as a percentage of Risk segment revenues for the foreseeable future.

Segment contribution margin for our Opportunity segment decreased from $8.1 million for the six months ended June 30, 2001 to $1.8 million for the six months ended June 30, 2002, and as a percentage of segment revenues decreased from 55.7% to 15.8%. The absolute dollar decrease was attributable to a decrease in segment revenues and to an increase in direct segment operating expenses. The segment contribution margin percentage decrease was attributable primarily to our prior year recognition of incremental license fees associated with a Profitability Predictor product customer pricing change and to our prior year recognition of Profitability Predictor termination fees associated with a customer that sold its credit card portfolio and therefore no longer had a use for our product, partially offset by an increase in license fees related to Profit Manager products quarter over quarter, which had minimal associated costs. Also contributing to the segment margin decrease was an increase in research and development spending on Opportunity segment products. We expect that direct segment research and development costs in the Opportunity segment will increase in absolute dollars and could increase as a percentage of Opportunity segment revenues for the foreseeable future.

Segment contribution margin for our Other segment increased from negative $1.3 million for the six months ended June 30, 2001 to approximately break-even for the six months ended June 30, 2002, and as a percentage of segment revenues increased from a loss if 60.8% to a margin of 4.3%. The absolute dollar and percentage increases were attributable primarily to a decrease in our former Intelligent Response product line revenues, offset by a more significant decrease in related direct product costs.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities totaled $7.5 million for the quarter ended June 30, 2002, compared to net cash provided by operating activities of $5.4 million for the quarter ended June 30, 2001. Cash provided by operations during the quarter ended June 30, 2002 reflects our net loss of $5.5 million, reduced by non-cash aspects of our net loss totaling $13.0 million, primarily consisting of depreciation and amortization.

Net cash provided by investing activities totaled $10.6 million for the quarter ended June 30, 2002, compared to net cash used in investing activities of $35.8 million for the quarter ended June 30, 2001. Cash provided by investing activities for the quarter ended June 30, 2002 consisted of $25.6 million in net sales of marketable securities, offset by $12.6 million in cash paid in asset acquisitions, $2.1 million in property and equipment purchases and $0.3 million in cash paid for equity investments.

Net cash provided by financing activities totaled $5.7 million for the quarter ended June 30, 2002, compared to net cash provided by financing activities of $12.8 million for the quarter ended June 30, 2001. Cash provided by financing activities for the quarter ended June 30, 2002 included $5.9 million in net proceeds resulting from stock option exercises and employee stock purchases under HNC plans, offset by the payment of $0.2 million in debt issuance costs.

As of June 30, 2002, we had $312.2 million in cash, cash equivalents, and marketable securities. We believe that these balances, including interest to be earned thereon, and borrowings available under our credit facility will be sufficient to fund our working and other capital requirements, including potential investments in other companies and other assets to support the strategic growth of our business, over the next twelve months. In the ordinary course of business, we evaluate opportunities to acquire businesses, products and technologies. We expect to use our cash to fund these types of activities in the future. In the event additional needs for cash arise, 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, particularly in light of the recent decline in the capital markets. 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.

In August and September 2001, we issued $150.0 million of 5.25% convertible subordinated notes (“the notes”) that mature on September 1, 2008. Interest on the notes is payable on March 1 and September 1 of each year, which began March 1, 2002. The notes are convertible by the holders into shares of our common stock at any time prior to maturity at a conversion price of $28.80 per share (subject to certain adjustments), and are subordinated in right of payment to all existing and future senior indebtedness, as defined in the indenture that governs the notes. We may redeem the notes on or after September 5, 2004, or earlier if the price of our common stock reaches certain levels. If we redeem the notes prior to September 1, 2007, we will also be required to pay a redemption premium as prescribed by the indenture.

We have a $15.0 million revolving line of credit with a bank that expires in July 2003. As of June 30, 2002, we have no amounts outstanding under this line of credit. Our agreement with the bank contains covenants that restrict our ability to pay cash dividends and make loans, advances or investments without the bank’s consent. As of June 30, 2002, we were in compliance with all covenants under this agreement. Borrowings under this line of credit bear interest at the rate of LIBOR plus 0.5%, payable monthly.

Beginning in the first quarter of 2002, we adopted an employee home equity loan program under this line of credit. Under the program, and at our discretion, the bank will make loans directly to our employees and we will guarantee the loans. The outstanding balance of qualified employee home equity loans that we guarantee will reduce our maximum allowable borrowings under this line of credit. The maximum amount of employee home equity loans that we may guarantee at one time is $4.0 million. At June 30, 2002, we were guarantor to one employee loan balance in the amount of $200,000.

From time to time, we enter into agreements to sell an undivided interest in specifically identified trade accounts receivable to a financial institution for a fee, based principally upon defined short-term market rates. During the quarter and six months ended June 30, 2002, we did not sell any accounts to this institution.

We are a limited partner in Azure Capital Partners L.P., a venture capital investment management fund, and have invested an aggregate of $2.8 million into this fund through June 30, 2002. We have committed to invest an additional $2.2 million into this fund, which we expect to make in 2002.

NEW ACCOUNTING PRONOUNCEMENTS

RISK FACTORS

Our future operating results may vary substantially from period to period. Investors are urged to carefully consider the various cautionary statements and risks in the report and our other public filings. In particular, this “Risk Factors” section contains cautionary statements that identify important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements in this report.

RISKS RELATED TO OUR BUSINESS

HNC is now a wholly-owned subsidiary of Fair, Isaac.

On August 5, 2002, all of our common stock was acquired by Fair, Isaac and Company, Incorporated and we are now a wholly-owned subsidiary of Fair, Isaac. As a result, Fair, Isaac will elect our directors and determine the outcome of corporate actions requiring stockholder approval.

Although we expect that the recently completed merger between Fair, Isaac and HNC will benefit us, we may not realize those benefits because of integration and other challenges.

The failure to meet the challenges involved in successfully integrating the former operations of Fair, Isaac and HNC or otherwise to realize any of the anticipated benefits of the recently completed merger, including anticipated cost savings, could seriously harm our results of operations. Realizing the benefits of the recently completed merger will depend in part on the continued integration of the two companies’ former products, technologies, operations, and personnel. The integration of the companies is a complex, time-consuming and expensive process that, even with proper planning and implementation, could significantly disrupt our business. In many recent mergers, especially mergers involving technology companies, merger partners have experienced difficulties integrating the combined businesses, and we have not previously faced an integration challenge as substantial as the one presented by the recently completed merger. The challenges involved in this integration include the following:

	•		continuing to persuade employees that the former business cultures of Fair, Isaac and HNC are compatible, maintaining employee morale and retaining key employees;

	•		managing a workforce over expanded geographic locations;

	•		demonstrating to the former customers of Fair, Isaac and to the former customers of HNC that the merger will not lower client service standards, interfere with business focus, adversely affect product quality or alter current product development plans;

	•		consolidating and rationalizing corporate IT and administrative infrastructures;

	•		combining product offerings;

	•		coordinating sales and marketing efforts to effectively communicate our capabilities to current and prospective customers;

	•		coordinating and rationalizing research and development activities to enhance introduction of well designed new products and technologies;

	•		preserving marketing or other important former relationships of both Fair, Isaac and HNC and resolving potential conflicts that may arise;

	•		minimizing the diversion of management attention from other ongoing business concerns; and

	•		coordinating and combining overseas operations, relationships and facilities, which may be subject to additional constraints imposed by local laws and regulations.

We may not successfully integrate the former operations of Fair, Isaac and HNC in a timely manner, or at all. Moreover, we may not realize the anticipated benefits or synergies of the merger to the extent, or in the time frame, anticipated. The anticipated benefits and synergies relate to cost savings associated with anticipated restructurings and other operational efficiencies, greater economies of scale and revenue growth opportunities through expanded markets and cross-sell opportunities. However, these anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a successful integration.

Fluctuations in our revenues and operating results might lead to substantial declines in the market prices of the notes.

Our revenues and operating results have varied significantly in the past and in some quarters we have experienced net losses. We expect fluctuations in our operating results to continue for the foreseeable future. As a result, we believe that you should not rely on period-to-period comparisons of our financial results as an indication of our future performance. If our revenues or operating results fall below the expectations of market analysts and investors, the market price of and the notes could decline substantially. Factors that are likely to cause our revenues and operating results to fluctuate include those discussed in the risk factors below.

Due to current slowdowns in the economy generally, we believe that many existing and potential customers are reassessing or reducing their planned technology investments and deferring purchasing decisions. As a result, there is increased uncertainty with respect to our expected revenues. Further delays or reductions in business spending for information technology could have a material adverse effect on our revenues and operating results. In addition, to the extent that our customers change from paying license fees on a recurring transactional basis to paying us one-time license fees, our recurring revenues and gross margins for future quarters will decrease, which will reduce our ability to predict total revenues in future periods.

We may not be able to forecast our revenues accurately because our products have a long and variable sales cycle.

We cannot predict the timing of the recognition of our revenues accurately because the length of our sales cycles makes it difficult for us to predict the quarter in which sales to expected customers will occur. The long sales cycle for our products may cause license revenue and operating results to vary significantly from period to period. The sales cycle to license our products can typically range from 60 days to 18 months. 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. 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. This has contributed, and we expect it to continue to contribute, to fluctuations in our operating results.

Our failure to complete expected sales in any given quarter could harm our operating results because of the large size of typical orders and our inability to compensate for unanticipated revenue shortfalls.

Our sales cycle is subject to a number of significant risks, including customers’ budgetary constraints and internal acceptance reviews, over which we have little or no control. If sales expected from specific customers in a particular quarter are not realized in that quarter, we are unlikely to generate revenue from alternate sources in time to compensate for the shortfall. As a result, and due to the relatively large size of a typical order, a lost or delayed sale could result in revenues that are lower than expected. Moreover, to the extent that significant sales occur earlier than anticipated, revenues for subsequent quarters may be lower than expected. In addition, we may incur substantial sales and marketing expenses and expend significant management effort while potential customers are evaluating our products and before they place an order with us. If the current economic downturn continues, the sales cycle for our products may become longer and we may require more resources to complete sales. If orders for our products are not received as anticipated, our operating results could be harmed.

We derive a substantial portion of our revenues from our Falcon Fraud Manager, Decision Manager for Medical Bill Review and Outsourced Bill Review products and services, and our revenue will decline if the market does not continue to accept these products and services.

Our Falcon Fraud Manager, Decision Manager for Medical Bill Review and Outsourced Bill Review products and services in the aggregate accounted for 42.8% of our total revenues in the first six months of 2002. Falcon Fraud Manager accounted for 22.3% of total revenues for the six months ended June 30, 2002 and our combined Decision Manager for Medical Bill Review products and Outsourced Bill Review services accounted for 20.5% of total revenues in the same period. We expect these products and services will continue to account for a substantial portion of our total revenues for the foreseeable future. Our revenue will decline if the market does not continue to accept these products and services. Factors that might affect the market acceptance of Decision Manager for Medical Bill Review products and Outsourced Bill Review services include the following:

	•		simplification of state workers’ compensation fee schedules;

	•		changes in the overall payment system or regulatory structure for workers’ compensation claims;

	•		technological change;

	•		our inability to obtain or use state fee schedule or claims data;

	•		saturation of market demand;

	•		loss of key customers; and

	•		industry consolidation.

Demand for, or use of, Falcon Fraud Manager, could decline as a result of factors that reduce the effectiveness of fraud detection capabilities. For example, patterns of credit card fraud might change in a manner that the Falcon Fraud Manager product line would not detect. In addition, other methods of credit card fraud prevention such as smart cards may reduce customers’ need for the Falcon Fraud Manager product line. To the extent that credit and other payment cards cease to be prevailing payment methods, demand for Falcon Fraud Manager could decrease. Because many Falcon Fraud Manager customers are banks and related financial institutions, sales of our Falcon Fraud Manager products are subject to changes in the financial services industry such as fluctuations in interest rates and the general economic health of financial services companies, which affect their capital expenditure budgets. In addition, the financial services industry tends to be cyclical, which may result in variations in demand for our Falcon Fraud Manager products. There is a continuing trend toward consolidation in the financial services industry, which has reduced our customer base and may lead to lost or delayed sales and reduced demand for our Falcon Fraud Manager products. Industry consolidation also could affect our base of recurring revenues derived from contracts in which we are paid on a per-transaction basis, when consolidated customers combine

their operations under one contract with us which, in some cases, could result in lower payments to us than those previously paid by our customers separately.

Our expenses are generally fixed, and if we fail to meet our revenue forecasts, we will not be able to reduce these expenses quickly.

Most of our expenses, such as employee compensation and rent, are relatively fixed in the short term. Moreover, our expense levels are based, in part, on our expectations regarding future revenue levels. As a result, if total revenues for a particular quarter are below expectations, we could not proportionately reduce operating expenses for that quarter. Therefore, this revenue shortfall would have a disproportionate effect on our expected operating results for that quarter.

Difficulties in implementing our products could harm our revenues and margins.

Our revenues and margins depend in part upon the timing of implementation of our products and services. In most sales, we are involved in the installation of our products at the customer site. We recognize implementation revenue based on progress achieved toward completion and we recognize implementation costs as implementation services are performed. In addition, we do not begin to recognize maintenance revenue until implementation is complete. However, the timing of the commencement and completion of the installation process is subject to factors that may be beyond our control, as this process requires access to the customer’s facilities and coordination with the customer’s personnel after delivery of the software. In addition, customers could delay product implementations. If a product implementation is not completed or delayed, we might not be able to begin to recognize implementation revenue or maintenance revenue when expected or at all. Further, implementation typically involves working with sophisticated software, computing and communications systems. If we have difficulties with implementation or do not meet project milestones in a timely manner and within contracted fee budgets, we could be obligated to devote more customer support, engineering and other resources to a particular project. If customers have difficulty deploying our products or require significant amounts of support, our costs could increase, causing increased variability in our operating results.

If we fail to effectively respond to changes in our business, our corporate organization will be disrupted and we will be diverted from our business plan.

Our ability to offer our products and services successfully in a rapidly evolving market requires an effective planning and management process. In recent years, we have experienced changes in our operations that have placed significant demands on our administrative, operational and financial resources. These demands, which are expected to continue to challenge our management and operations, include the following:

	•		growth and diversification of our customer base into new industries, most recently telecommunications;

	•		development and marketing of our products;

	•		expansion of our product lines into new technology mediums such as the delivery of services over the Internet through an ASP channel;

	•		integration of acquired businesses and their workforces into our business;

	•		increase in the number of our employees; and

	•		geographic dispersion of our operations and personnel, most recently the addition of offices in San Jose, California and Brentford, England.

These changes require us to manage an increasing number of relationships with customers and other third parties, as well as a larger workforce. In addition, we will need to adapt our operational and financial control systems, if necessary, to respond to changes in the size and diversification of our business, as well as any future acquisitions. If we fail to manage changes effectively, our employee-related costs and employee turnover could increase and we could face disruptions that negatively affect the quality of our products and our ability to respond to our customers.

If our software products do not achieve widespread market acceptance, our business reputation and financial performance would suffer.

The rate at which businesses have adopted our products has varied significantly by market and by product within each market, and we expect to continue to experience variations to the degree to which our products are accepted in our target markets in the future. In particular, the acceptance of our products may be limited by factors such as:

	•		the failure of prospective customers to perceive value in our software solutions;

	•		the reluctance of our prospective customers to replace their existing solutions with our products; and

	•		the emergence of new technologies that could cause our products to be less competitive or obsolete.

We must grow our customer base and generate repeat and expanded business from our current and future customers. In some cases, our customers initially make a limited purchase of our products and services for pilot programs. These customers may not purchase additional licenses to expand their use of our products. In addition, as we introduce new versions of our products or new products, our current customers might not require the functionality of our new products and might not ultimately license these products. Because the market for critical action software is still in a relatively early stage of development, we cannot accurately assess the size of the market, and we have limited insight into trends that may emerge and affect our business. For example, we may have difficulty in predicting customer needs and new technologies, developing products that could address those needs and technologies, and establishing a distribution strategy for these products. We may also have difficulties in predicting the competitive environment that will develop.

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 technology 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, our products could rapidly become less competitive or obsolete. For example, the rapid growth of the Internet environment creates new opportunities, risks and uncertainties for businesses, such as ours, which develop software that must also be designed to operate in Internet, intranet and other online environments. Our future success will depend, in part, upon our ability to:

	•		internally develop new and competitive technologies;

	•		use leading third-party technologies effectively;

	•		continue to develop our technical expertise;

	•		anticipate and effectively respond to changing customer needs;

	•		time 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.

Delays in the development of new products or product enhancements could harm our operating results and our competitive position.

The development of new, technologically advanced products is a complex and uncertain process that requires innovation, highly skilled personnel and accurate anticipation of technological and market trends. We have previously experienced significant delays in the development and introduction of new products and product enhancements, primarily due to difficulties with model development, which has in the past required multiple iterations, as well as difficulties with acquiring data and adapting to particular operating environments. The length of these delays has varied depending upon the size and scope of the project and the nature of the problems encountered. If we are unable to meet the introduction schedules for our new products or product enhancements, customers may

switch their allegiance to competitive products or refuse to purchase our software suites, which would harm our competitive position and our operating results.

Our revenue growth could decline if any major customer cancels, reduces or delays a purchase of our products.

Most of our customers are relatively large enterprises, such as banks, insurance carriers and telecommunications carriers. Our future success will depend upon the timing and size of future licenses, if any, from these customers and new customers. Many of our customers and potential customers are significantly larger than we are and have sufficient bargaining power to demand reduced prices and favorable nonstandard terms. The loss of any major customer, or the delay of significant revenue from these customers, could reduce or delay our recognition of revenue.

We depend on data to update our statistical models, and failure to timely obtain this data could harm the performance of our products.

The development, installation and support of our credit card fraud control and profitability management, loan underwriting and insurance products require periodic updates of our statistical models. To develop these updates, we must develop or obtain a reliable source of sufficient amounts of current and statistically relevant data to analyze transactions and update our models. In most cases, these data must be periodically updated and refreshed to enable our predictive 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 are collected privately and maintained in proprietary databases. Generally, our customers agree to provide us the data we require to analyze transactions, report results and build new predictive models. If we fail to maintain good relationships with these customers, or if they decline to provide such data due to legal privacy concerns, we could lose access to required data and our products might become less effective. In addition, our Decision Manager for Medical Bill Review products use data from state workers’ compensation fee schedules adopted by state regulatory agencies. Third parties have previously asserted copyright interests in this data. These assertions, if successful, could prevent us from using the data. We might not be able to continue to obtain adequate amounts of statistically relevant data on time, in the required formats or on reasonable terms and conditions, whether from customers or commercial suppliers.

If we are unable to compete effectively with existing or new competitors, our resulting loss of competitive position could result in price reductions for our products, fewer customer orders and loss of market share.

The market for predictive software solutions is intensely competitive and is constantly changing. Some of our competitors or potential competitors have substantially greater financial, technical and marketing resources than we do. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements. They may also devote greater resources to the development, promotion and sale of their products than we do. In addition, they may have the ability to sell products competitive to ours at lower prices as part of integrated suites of several related products that are vital to the customer’s computing infrastructure. This may cause customers to purchase products of our competitors that directly compete with our products in order to acquire other products of the competitor.

Our competitors vary in size and in the scope of the products and services they offer. We encounter competition from a number of sources, including:

	•		other application software companies, including enterprise software vendors;

	•		management information system departments of customers and potential customers, including financial institutions, insurance companies and telecommunications carriers;

	•		third-party professional services and consulting organizations;

	•		Internet companies;

	•		hardware suppliers that bundle or develop complementary software;

	•		network and telecommunications switch manufacturers, and service providers that seek to enhance their value-added services;

	•		neural network tool suppliers; and

	•		managed care organizations.

We expect to experience additional competition from other established and emerging companies, as well as from other technologies. For example, our Falcon Fraud Manager and Falcon Fraud Manager for Merchants products compete against other methods of preventing credit card fraud, such as credit card activation programs, credit cards that contain the cardholder’s photograph, smart cards and other card authorization techniques.

Increased competition, whether from other products or new technologies, could result in price reductions, fewer customer orders, loss of customers, reduced gross margins and loss of market share, any of which could negatively impact our business. We expect to face increasing pricing pressures from our current competitors and new market entrants. Price reductions could negatively impact our margins and results of operations. Price competition could also harm our ability to obtain new long-term contracts and renewals of existing long-term contracts on favorable terms.

Furthermore, a number of our current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address the needs of our prospective customers. As a result, new competitors or alliances among competitors may emerge and rapidly gain significant market share. We may not be able to compete effectively against current and potential competitors, especially those with significantly greater resources and market leverage.

If we lose key personnel, we might not be able to manage our business successfully.

Our future success depends to a significant degree upon the continued service of members of our senior management and other key research, development, sales and marketing personnel. We generally do not have employment agreements with our employees, and the few employment agreements we do have with a small number of our employees may not result in the retention of these employees. As a result, we have lost and in the future could lose one or more members of the management team on little or no advance notice. We could also lose the services of a key employee of a business we acquire before we have had adequate time to familiarize ourselves with the operating details of that business and obtain a suitably experienced replacement. Our future performance will also depend, in part, upon the ability of our officers to work together effectively. Our management personnel may not be successful in carrying out their duties or running our company. Any dissent among members of management could impair our ability to make strategic decisions quickly in a rapidly changing market.

If we do not recruit and retain qualified personnel, our ability to execute our business plan would be compromised.

Our future success depends upon our ability to attract, retain and motivate highly skilled employees. Competition for employees in our industry is intense. We have historically experienced difficulty in recruiting a sufficient number of qualified sales and technical employees. In addition, competitors and other businesses may be successful in attempts to recruit our key employees, particularly if they can offer more attractive stock options or other equity compensation packages. Many of our technical employees possess unique skills and are not easily replaceable, and loss of technical personnel could harm our product development efforts. We expect to continue to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

Our future results could be harmed by economic, political, regulatory and other risks associated with international sales.

We intend to continue to expand our operations outside the United States and to enter additional international markets, which will require significant management attention and financial resources. For more mature products, like Falcon Fraud Manager, we may need to increase our international sales in order to continue to expand our customer base. We have committed and continue to commit significant time and development resources to customizing and adapting our products for selected international markets, and to developing international sales and support channels. These international marketing efforts require us to incur increased sales, marketing, development and support expenses. If our efforts do not generate additional international sales on a timely basis, our margins and earnings would be harmed.

To the extent that our revenues from international operations represent an increasing portion of our total revenues, we will be subject to increased exposure to international risks. As a result, our future results could be affected by a variety of factors, including:

• changes in foreign currency exchange rates;

• changes in the political or economic conditions of a country or region, particularly in emerging markets;

• trade protection measures, such as tariffs, EU software directives and import or export licensing requirements;

• potentially negative consequences from changes in tax laws;

• potentially reduced protection for intellectual property rights;

• difficulty in managing widespread sales operations; and

• slower payment cycles from international customers.

If our products do not comply with government regulations that apply to us or to our customers, we could be exposed to liability or our products could become obsolete.

Many of our customers must comply with a number of government regulations and other industry standards, and as a result, many of our key products must also be compliant. For example, our financial services products are affected by the Fair Credit Reporting Act, by Regulation B under the Equal Credit Opportunity Act, by regulations governing the extension of credit to consumers and by Regulation E under the Electronic Fund Transfers Act, as well as non-governmental VISA and MasterCard electronic payment standards. Fannie Mae and Freddie Mac regulations, among others, for conforming loans, affect our mortgage services products. Insurance-related regulations may in the future apply to our insurance products. If our products fail to comply with existing or future regulations and standards, our customers or we could be subject to legal action by regulatory authorities or by third parties, including actions seeking civil or criminal penalties, injunctions against our use of data or preventing use of our products or civil damages. In addition, we may also be liable to our customers for failure of our products to comply with regulatory requirements. If state-mandated workers’ compensation laws or regulations or state workers’ compensation fee schedules are simplified, these changes would diminish the need for, and the benefit provided by, Decision Manager for Medical Bill Review products and Outsourced Bill Review services. In many states, including California, there have been periodic legislative efforts to reform workers’ compensation laws in order to reduce the cost of workers’ compensation insurance and to curb abuses of the workers’ compensation system. Changes in workers compensation laws or regulations could adversely affect our insurance products by making them obsolete, or by requiring extensive changes in these products to reflect new workers’ compensation rules. To the extent that we sell new products targeted to markets that include regulated industries and businesses, our products will need to comply with these additional regulations.

If we fail to protect and preserve our intellectual property we could lose an important competitive advantage.

Our success and ability to compete substantially depend upon our internally developed proprietary technologies, which we protect through a combination of patent, copyright, trademark and trade secret laws and confidentiality procedures. We also seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. Despite the measures we take to protect our intellectual property, it may be possible for a third party to copy or otherwise to obtain and use our products or technology without authorization, or to develop similar technology independently. 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. To ensure that customers will not be harmed by an interruption in our business, we often place software source code for our products into escrow, which may increase the likelihood of misappropriation or other misuse of our intellectual property. Any disclosure, loss, invalidity of, or failure to protect, our intellectual property could negatively impact our competitive position, and ultimately, our business. We have developed technologies under research projects conducted under agreements with various United States Government agencies or subcontractors. Although we have acquired commercial rights to these technologies, the United States 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 our contracts with the United States Government, the results of our research may be made public by the government, which could limit our competitive advantage with respect to future products based on our research.

We could be subject to claims of infringement of third-party intellectual property rights, which could result in significant expense and loss of intellectual property rights.

In the past, we have received communications from third parties asserting that our trademarks infringe upon their trademarks, or that data we use is copyrighted by them, none of which has resulted in litigation or material losses. We have also been involved in patent litigation. Given our ongoing efforts to develop and market new technologies and products, we may from time to time be served with other claims from third parties asserting that our products or technologies infringe their intellectual property rights. Any litigation to determine the validity of these claims, including claims arising through our contractual indemnification of our customers and other business partners against infringement, regardless of their merit or resolution, would likely be costly and time consuming and divert the efforts and attention of our management and technical personnel. We cannot be certain we would prevail in this litigation given the complex technical issues and uncertainties inherent in intellectual property litigation. If this litigation resulted in an adverse ruling, we could be required to:

	•		pay substantial damages;

	•		cease the use or sale of infringing products;

	•		expend significant resources to develop non-infringing technology;

	•		discontinue the use of certain technology; or

	•		obtain a license under the intellectual property rights of the third party claiming infringement, which license may not be available on reasonable terms, or at all. A license, if obtained, might require that we pay substantial royalties or license fees that would reduce our margins.

Our products may have defects, which could damage our reputation, decrease market acceptance of our products, cause us to lose customers and revenue and result in liability to us.

Products as sophisticated as ours are likely to contain errors or failures when first introduced or as new versions are released. To the extent that we develop new products that operate in new environments, such as the Internet, the possibility for program errors and failures may increase due to factors including the use of new technologies or the need for more rapid product development that is characteristic of the Internet market. In the future, we may experience delays in releasing new products or product enhancements as problems are corrected. Errors or defects in our products that are significant, or are perceived to be significant, could result in the rejection of our products, damage to our reputation, lost revenues, diverted development resources and increased service and support costs and warranty claims. In addition, because our products are used in business-critical applications, any product errors or failures may give rise to substantial product liability claims.

RISKS RELATED TO OUR CONVERTIBLE NOTES

If we incur additional indebtedness that is senior to the notes, we might not have sufficient assets to pay our obligations under the notes.

The indenture under which we issued the notes does not restrict us or our subsidiaries from incurring additional debt, including senior indebtedness. It also does not restrict our ability to pay dividends or issue or repurchase our securities. If our subsidiaries or we were to incur additional debt or liabilities, we might not be able to pay our obligations under the notes.

At the effective time of our merger involving Fair, Isaac, Fair, Isaac agreed to guarantee our obligations under the notes, although such guarantees are subordinated in right of payment to all existing and future senior indebtedness of Fair, Isaac. Fair, Isaac is also not limited in its ability to incur additional debt, including senior indebtedness.

If we were required to pay off all senior indebtedness before we pay the notes, we might not have sufficient assets to pay our obligations under the notes.

The notes are general unsecured obligations of HNC and are subordinated in right of payment to all of our existing and future senior indebtedness. In the event of our bankruptcy, liquidation or reorganization or upon acceleration of the notes due to an event of default under the indenture and in certain other events, our assets will be available to pay obligations on the notes only after all senior indebtedness has been paid. The notes are also effectively subordinated to the liabilities, including trade payables, of our subsidiaries. As of June 30, 2002, we had no outstanding senior indebtedness for purposes of the indenture, while our subsidiaries had

approximately $13.0 million of outstanding indebtedness or other liabilities (excluding intercompany liabilities and liabilities of the type not required to be reflected on a balance sheet in accordance with generally accepted accounting principles) to which the notes would have been effectively subordinated. As a result, there may not be sufficient assets remaining to pay amounts due on any or all of the outstanding notes. In addition, we will not make any payments on the notes in the event of payment defaults on our senior indebtedness or other specified defaults on our designated senior indebtedness.

If we are not able to meet the requirements to purchase notes upon a change in control, note holders might not be repaid.

Upon a change in control, as defined in the indenture under which we issued the notes, note holders may require us to purchase all or a portion of their notes. If a change in control were to occur, we might not have enough funds to pay the purchase price for all tendered notes. Our credit facility provides that a change in control constitutes an event of default. Future credit agreements or other agreements relating to our indebtedness may also provide that a change in control constitutes an event of default and additionally may prohibit the repurchase or redemption of the notes. If a change in control occurs at a time when we are prohibited from purchasing the notes, we could seek the consent of our lenders to purchase the notes or could attempt to refinance this debt. If we do not obtain a consent, we could not purchase the notes. Our failure to purchase tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other debt. In such circumstances, or if a change in control would constitute an event of default under our senior indebtedness, the subordination provisions of the indenture would limit or prohibit payments to note holders. The term “change in control” is limited to certain specified transactions and may not include other events that might harm our financial condition. Our obligation to offer to purchase the notes upon a change in control would not necessarily protect note holders in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

If a market for the notes is not maintained, the trading price of the notes could decline significantly.

Since the issuance of the notes, the initial purchasers have made a market in the notes. However, the initial purchasers are not obligated to make a market and may discontinue this market-making activity at any time without notice. In addition, market-making activity by the initial purchasers is subject to the limits imposed by the Securities Act and the Exchange Act. As a result, a market for the notes may not be maintained. If an active market for the notes fails to develop or be sustained, the trading price of the notes could decline significantly.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discusses our exposure to market risk related to changes in interest rates, foreign currency exchange rates and equity prices.

Interest Rate Risk

The fair value of our marketable securities available for sale at June 30, 2002 was $183.8 million. The objectives of our investment policy are the safety and preservation of invested funds, and liquidity of investments that is sufficient to meet cash flow requirements. Our policy is to place our cash, cash equivalents, and investments available for sale with high credit quality financial institutions, commercial companies, and government agencies in order to limit the amount of credit exposure. Except for certain strategic equity investments, it is also our policy to maintain concentration limits and to invest only in allowable securities as determined by our management. Our investment policy also provides that our investment portfolio must not have an average portfolio maturity of beyond one year and that we must maintain liquidity positions. Investments are prohibited in certain industries and speculative activities. Investments must be denominated in U.S. dollars.

We are subject to interest rate risk as it relates to our 5.25% Convertible Subordinated Notes. To the extent that general market interest rates fluctuate, the fair value of the Notes may increase or decrease.

Foreign Currency Exchange Rate Risk

We mitigate our foreign currency risks principally by contracting primarily in U.S. dollars and maintaining only nominal foreign currency cash balances. Working funds necessary to facilitate the short term operations of our subsidiaries are kept in the local currencies in which they do business, with excess funds transferred to our offices in the United States for investment. For the quarter ended June 30, 2002, 8.4% of our sales were denominated in currencies other than our functional currency, which is the U.S. dollar.

Equity Price Risk

We have several equity investments we entered into for strategic business purposes, and therefore are exposed to direct equity price risk. We mitigate this risk by monitoring the financial performance of our investments. However, many of our equity investments are in the common stock of privately held, non-public companies and thus we may be unable to sell or achieve liquidity in those investments prior to an adverse change in their values. In addition, the current funding environment for high technology companies may expose our investments in such companies to increased risks.

PART II. OTHER INFORMATION

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

We held our annual meeting of stockholders on May 28, 2002. Of the 35,655,853 shares outstanding as of the record date for the meeting, 32,070,380 were present or represented by proxy at the meeting. At our annual meeting the following actions were voted upon:

a. The election of six directors, each to serve until the next annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation, death or removal:


NOMINEE	FOR		WITHHELD

Edward K. Chandler		31,572,020		498,360
Thomas F. Farb		31,570,700		499,680
Alex W. Hart		31,426,598		643,782
David Y. Chen		31,551,598		518,782
John Mutch		31,680,454		389,926
Louis A. Simpson		31,701,617		368,763

b. To approve amending our Certificate of Incorporation to increase our number of authorized shares of common stock by 120,000,000, increasing our total authorized common stock from 120,000,000 to 240,000,000 shares.


FOR	AGAINST		INSTRUCTED

23,154,495		8,907,591		8,294

c. To approve amending our 2001 Equity Incentive Plan to increase the number of shares of common stock reserved under the plan by 400,000, increasing the reserve from 1,400,000 to 1,800,000 shares.


FOR	AGAINST		ABSTAIN

9,718,745		22,325,339		26,296

d. To ratify the selection of PricewaterhouseCoopers LLP as our independent accountants for 2002.


FOR	AGAINST		ABSTAIN

31,206,125		758,154		106,101

At the special meeting of our stockholders on July 23, 2002, the stockholders voted on the proposal to approve and adopt the Agreement and Plan of Merger among Fair, Isaac and Company, Inc., Northstar Acquisition Inc., and HNC, as entered into April 28, 2002. Proxies representing 25,152,645 shares of HNC common stock, representing 69.9% of the total outstanding shares on the June 13, 2002 record date, were tabulated in the following manner:


FOR	AGAINST		ABSTAIN

24,854,494		103,091		195,060

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

None.

(b) REPORTS FILED ON FORM 8-K

	•		Report on Form 8-K, dated and filed May 24, 2002, reporting under Item 5 consolidated financial statements for the years ended December 31, 2001, 2000 and 1999 that include “as adjusted” net loss and net loss per share financial information as if the adoption of FAS 142 had occurred at the beginning of these respective years.

	•		Report on Form 8-K, dated May 24, 2002 and filed June 11, 2002 as amendment number 1 to the May 24, 2002 Form 8-K, reporting under Item 7 the consent of independent accountants.

	•		Report on Form 8-K, dated May 24, 2002 and filed June 12, 2002 as amendment number 2 to the May 24, 2002 Form 8-K, reporting under Item 7 the consent of independent accountants.

	•		Report on Form 8-K, dated June 12, 2002 and filed June 14, 2002, reporting under Item 7 the Certificate of Amendment to Registrant’s Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 12, 2002.

	•		Report on Form 8-K, dated July 18, 2002 and filed July 19, 2002, reporting under Item 5 the proposed settlement of a lawsuit Tidwell v. Mutch, Simpson et al and additional disclosures agreed to by HNC in that settlement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HNC SOFTWARE INC.

Date: August 14, 2002	By:	/s/ Kenneth J. Saunders

		Kenneth J. Saunders Chief Executive Officer, Chief Financial Officer and Secretary (for Registrant as duly authorized officer and as Principal Financial Officer) /s/ Russell C. Clark Russell C. Clark Senior Vice President, Corporate Finance and Assistant Secretary (for Registrant as Principal Accounting Officer)

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HNC SOFTWARE INC/DE 10-Q