Filed by Fair, Isaac and Company, Incorporated Pursuant
                                to Rule 425 under the Securities Act of 1933 and
                                      deemed filed pursuant to Rule 14a-12 under
                                             the Securities Exchange Act of 1934

                                              Subject Company: HNC Software Inc.
                                                   Commission File No. 000-26146

                                                               Date: May 2, 2002

         This filing relates to the proposed merger between Northstar
Acquisition Inc., a wholly-owned subsidiary of Fair, Issac and Company,
Incorporated, and HNC Software Inc., pursuant to an Agreement and Plan of
Merger, dated as of April 28, 2002. The Agreement and Plan of Merger was filed
by Fair, Isaac under cover of Form 8-K on April 29, 2002 and is incorporated by
reference into this filing.

         This filing contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
For example, statements of future product offerings, expected synergies, timing
of closing, execution of integration plans and increases in shareholder value as
a result of the merger, are all forward-looking statements. Risks, uncertainties
and assumptions include the possibility that the market for the sale of certain
products and services may not develop as expected; that development of these
products and services may not proceed as planned; that the transaction does not
close or that the companies may be required to modify aspects of the transaction
to achieve regulatory approval; that prior to the closing of the proposed
merger, the businesses of the companies suffer due to uncertainty; that the
parties are unable to successfully execute their integration strategies, or
achieve planned synergies; and other risks that are described from time to time
in Fair, Isaac's SEC reports (including but not limited to its annual report on
Form 10-K for the year ended September 30, 2001, and subsequently filed
reports); and other risks that are described from time to time in HNC's SEC
reports (including but not limited to its annual report on Form 10-K for the
year ended December 31, 2001, and subsequently filed reports). If any of these
risks or uncertainties materializes or any of these assumptions proves
incorrect, Fair, Isaac's and HNC's results could differ materially from Fair,
Isaac's and HNC's expectations in these statements. Fair, Isaac and HNC assume
no obligation and do not intend to update these forward-looking statements.

         Fair, Isaac and HNC intend to file with the SEC a joint proxy
statement/prospectus and other relevant materials in connection with the merger.
The joint proxy statement/prospectus will be mailed to the stockholders of Fair,
Isaac and HNC. Before making any voting or investment decision with respect to
the merger, investors and stockholders of Fair, Isaac and HNC are urged to read
the joint proxy statement/prospectus and the other relevant materials when they
become available because they will contain important information about Fair,
Isaac, HNC and the merger. The joint proxy statement/prospectus and other
relevant materials (when

they become available), and any other documents filed by Fair, Isaac and HNC
with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and stockholders of Fair, Isaac may obtain
free copies of the documents filed with the SEC by Fair, Isaac by contacting
Fair, Isaac Investor Relations, 200 Smith Ranch Road, San Rafael, CA 94903-5551,
415-492-5309. Investors and stockholders of HNC may obtain free copies of
documents filed with the SEC by HNC by contacting HNC Investor Relations, 5935
Cornerstone Court West, San Diego, CA 92121, 858-546-8877.

         Fair, Isaac, HNC and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of Fair, Isaac and HNC in favor of the merger. Information
concerning the interests of Fair, Isaac's executive officers and directors in
the merger, including their ownership of Fair, Isaac common stock, is contained
in its Proxy Statement for its Annual Meeting of Stockholders held on February
5, 2002 and will be contained in the joint proxy statement/prospectus when it
becomes available. Information concerning the interests of HNC's executive
officers and directors in the merger, including their ownership of HNC common
stock, is contained in its Proxy Statement for its Annual Meeting of
Stockholders to be held on May 28, 2002 and will be contained in the joint proxy
statement/prospectus when it becomes available. Copies of such Proxy Statements
may be obtained without charge at the SEC's web site at www.sec.gov.

                                      * * *

[Transcript of a joint analyst presentation held on April 29, 2002]

Operator: Ladies and gentlemen, thank you for standing by, and welcome to the
Fair Isaac HNC Software special conference call. During the presentation all
participants will be in a listen-only mode. Afterwards, we will conduct a
question and answer session. At that time, if you have a question, please press
the one, followed by the four, on your telephone. As a reminder, this conference
is being recorded, Monday, April 29, 2002.

         I would now like to turn the conference over to Debbie McGowan,
director of investor relations with Fair Isaac. Please go ahead, ma'am.

Debbie McGowan: Thank you, operator. Well, we're delighted to welcome you to
this morning's conference call to talk about the strategic relationship and
merger that we announced this morning between Fair Isaac and HNC. I'm going to
turn the call over to Tom Grudnowski, Fair Isaac's CEO, in just a moment, and
he'll make the introductions in the room and spend some time talking about the
synergies of these two analytic powerhouses.

         Before I do that I need to walk through the Safe Harbor statements for
you. During the course of this conference call we may make forward-looking
statements that involve risks, uncertainties, and assumptions. All statements,
other than statements of historical facts, are statements that could be deemed
forward-looking statements. For example, statements of future product offerings,
expected synergies, timing of closing, execution of integration plans, and
increases in shareholder value as a result of the merger are all forward-looking
statements. Risks

and uncertainties and assumptions includes possibility that the market for the
sale of certain products and services may not develop as expected, that the
development of these products and services may not proceed as planned, that the
transaction does not close or that the companies may be required to modify
aspects of the transaction to achieve regulatory approval, that prior to the
closing of the proposed merger the businesses of the company have suffered due
to uncertainties, that the parties are unable to successfully execute their
integration and strategies or achieve planned synergies, and other risks that
are described from time to time in Fair Isaac's SEC report, including but not
limited to its annual report on form 10K for the year ended September 30, 2001,
and subsequently filed reports and other risks that are described from time to
time in HNC's SEC reports, including but not limited to its annual report on
form 10K for the year ended September 30, 2000, and subsequently filed reports.

         If any of these risks and uncertainties materializes, or any of these
assumptions prove incorrect, Fair Isaac's and HNC's results could differ
materially from Fair Isaac's and HNC's expectations in these statement. Fair
Isaac and HNC assume no obligation and do not intend to update these
forward-looking statements.

         Well, now that we have that out of the way, we're actually here to tell
you how excited we are about the synergies of these two companies, and I'll turn
the meeting over to Tom Grudnowski to get that going. Tom.

Tom Grudnowski: Good morning, everyone. We are here early on the West Coast at
HNC's headquarters. And with me this morning is Henk Evenhuis, CFO Fair Isaac,
and Greg Thompson, who's involved in our merger and acquisition activity. Also,
we've got John Mutch, CEO of HNC, and Ken Saunders,the CFO. Thank you, very
much, for joining us this morning. I'm going to spend a few minutes talking
about this transaction and then John's going to make some comments as well,
of course, and then we'll open it up for questions, which I'm sure you'll
have lots of.

         Well, obviously, today we're very excited about announcing the merger
of Fair Isaac and HNC. We both believe that this combination makes incredible
sense, both strategically and financially, and I'd like start, first, with the
strategic perspective. Although the majority of our products and services are,
in fact, different, functionally, as you know, Fair Isaac's known for credit and
HNC for fraud, interestingly, our business models and visions are very similar.
For example, we both create solutions that are very analytically biased; we both
create value for our customers around equations and analytics and complex
decisioning transactions; we both provide customer solutions and, in fact,
optimize the value created by focusing on the intersection of our unique
competencies and data analysis, analytics, software, and industry domain
expertise.

         Interestingly, we also, as companies, both recognize the majority of
our revenue is value as provided to our clients one transaction at a time. Both
companies were also founded based on analytic and scientific excellence. So from
the perspective of vision and business models and analytic heritage and culture,
we are very, very similar. But to realize both of our long-term visions we both,
individually, needed to do several things. We needed to increase our scale; we
needed to be able to offer more diverse solutions; and we, certainly, to succeed
in the long-term, had to position ourselves to attract and retain the best
people who share this vision. We are both

very innovative companies with scientific foundations, and if we can figure out
how to scale marketing, sales, product management, and client service we will be
in an excellent position in the future.

         Let me give a couple perspectives for both sets of shareholders. From a
Fair Isaac standpoint, think of this as adding lots of new analytic strategy
machines to our current portfolio: one for fraud transactions, one for roaming
transactions in telco, one for insurance claims transactions. So from a Fair
Isaac perspective these are all new spaces that expand the strategy machine
portfolio that's critical to the growth of our company in the future. If you're
a follower of HNC, think of what we're doing today as providing significant
additions to their risk efficiency and opportunity suites, think of it as adding
credit scoring to the risk suites and decision systems and to the efficiency
suites and marketing services like MarketSmart to the opportunity suites. So
from their perspective all of their suites just got a little sweeter. So that's
sort of the perspective from the way we probably explain ourselves to our
shareholders.

         From a scientific perspective, we compliment each other as well. Most
Fair Isaac revenue comes from products that use scores and analytics created
from historical batches of data, while HNC has been a thought leader in creating
successful analytic products around real-time transaction data. From an industry
perspective, together we will have major customers now in banking, health care,
insurance, retail, telco, and the government sector. And although financial
services will continue to dominate our revenue streams, together we will be more
industry diverse in the future.

         Now, the end game, the objective of this merger, is to better position
us to be thought leaders that define the analytic application space of the
future. And we see this as a very large, fast-growing space that overlaps in the
software, consulting, business process, CRM, and other data aggregation
functions. And, interestingly, each of these spaces alone are billion dollar
plus marketplaces, and the intersection where customers require analytic core
competency to drive value to their bottom line is the place that we're going to
focus on, and we're going to focus on that with laser focus.

         We believe that we can take the lead in defining the dominant business
model for this particular intersection. So our sweet spot is focusing on
building and implementing the equations that help our clients better interact
with their customers in any business application that requires sophisticated
analytics. And, yes, our focus will remain on our analytic core competency. Our
vision will remain, and that will remain the preeminent provider of creative
analytics that help people, companies, and industries. Our recurring business
model, revenue business model, will not change, in fact, the combined companies
will now have, effectively, approximately 75 percent of their revenue will be
recurring transaction-base revenue.

         So at the strategic level, in summary, the combined portfolio of
analytic applications, industry breadth, and technologies provide for new
opportunities for increased revenue growth in not only our existing offerings
but, also, faster, better, and more effective creation and distribution of new
products and services in the future.

         Before I get out of the financial details of this transaction, let me
comment on our integration planning so far. We already have identified a special
team comprised of leaders of both organizations, Mark Pautsch from Fair Isaac,
who leads our software and product development area is going to spend a majority
of his time focusing on this process. And the good news is, as a result of the
work we've already done in the last few days as we've been getting organized, I
can tell you that the leaders of both organizations have already figured out
many of the ways to align ourselves quickly. Let me speak for a few minutes
about that.

         Some of the major areas of alignment we're focusing on are, of course,
the G&A area, and we believe that we will gain some cost synergies in this area.
Interestingly, in the sales and marketing area, which needs to be integrated, we
see each group, since they produce different products today and have expertise
in different products, forming the basis for an outstanding opportunity to not
only get to our clients in more effective ways but cross-selling products to
each other. There's also geographic alignment, combined we will have more
presence in Japan, the UK, and Latin America, to name some of the major areas of
impact.

         I'm very confident, given our successes at Fair Isaac for the last two
years and keeping the car running while changing the tires, and the fact that
the merger extends our respective competencies rather than changes the focus of
both companies, that our customers, employees, and shareholders will be
pleasantly surprised at how quickly we can come together.

         Now for a few comments on the financial aspects of this merger. It's a
tax free stock for stock merger at the .346 fixed exchange ratio. HNC
shareholders will get $22.18 per share based on Friday's close. And that puts
the transaction's value at approximately $810 million. That is a 28.4 premium
over the 30-day average price, and HNC shareholders will end up owning about 35
percent of the combined company. Guidance for both companies will remain the
same for the current quarter and we hope to close this in the third quarter of
the calendar year, which will be Fair Isaac's fourth quarter. The transaction
will be accretive to Fair Isaac numbers in fiscal year '03. For purposes of
accretion we are using combined revenues of about 690 million, which are the
current First Call guidance numbers for both companies, and does not assume any
growth from revenue synergies related to this transaction. The First Call
numbers of 690 million currently assume about a 12 percent growth in revenue for
2003.

         Fiscal year '03 EPS for Fair Isaac would be approximately $2.85,
between 3 and 4 percent GAP accretive, again, given First Call Fair Isaac EPS
estimates for fiscal year '03 of $2.77. If we use operating EPS rather than GAP
it would be 10 percent accretive and $3.04 operating EPS. We plan on continuing
to use GAP EPS for Fair Isaac going forward, as we have in the past. The $2.85
of EPS assumes at least $35 million of cost synergies in fiscal year '03 after
the close. We will have net cash of almost $350 million.

         In addition, two HNC board members will join the Fair Isaac Board,
bringing the total board members of Fair Isaac to nine. And we do expect to
close in the third calendar quarter. While there are no material conditions to
closing we, of course, are subject to normal regulatory review approvals. We
also expect to hold shareholder meetings into the third calendar quarter. We
also expect to have one-time charges for merger end expenses in the quarter the
deal closes for customary charges.

         So, in summary, I am extremely excited about the opportunity that we
now have and I'm looking forward to leading the outstanding people involved in
both of these great organizations, and I believe we have an outstanding
opportunity to find a new space in the analytic applications area. And with that
I'd like to turn it over to John to add on some color to the comments I've
already made.

John Mutch: Great, thanks, Tom, and congratulations on the deal today. Very
excited to be here. I think when you look at what we've done we've really put
together the preeminent provider of creative analytics as a company, and we've
dramatically accelerated our ability to capture large market potential. When you
look at the increased scale, the increased breadth of distribution, and, in
fact, the opportunity for our key assets, our scientists and technologists to
build great products for customer, I think, has all been significantly enhanced.
So we're excited at HNC.

         I'd also like to add that during the course of this deal I've had the
opportunity to work very closely with Tom and have a great amount of confidence
in his management ability and his ability to lead the ongoing organization. So I
think from our perspective the opportunity, on an ongoing basis, for HNC's
people, the return that we'll deliver to our shareholders, and the opportunity
to bring our great products to our customers worldwide has been significantly
enhanced through the deal.

         And with that let me turn it back over to Tom.

T. Grudnowski: And with that, I'm sure you have lots of questions, so let's turn
it over to the operator for Q and A.

Operator: Thank you. Ladies and gentlemen, if you'd like to register a question,
please press the one, followed by the four, on your telephone. You will hear a
three-tone prompt to acknowledge your request. If your question has been
answered and you'd like to withdraw your registration, please press the one,
followed by the three. If you are using a speakerphone, please lift your handset
before entering your request.

         One moment, please, for the first question. Our first question comes
from Patrick Burton with Salomon Smith Barney, please proceed with your
question.

Patrick Burton: Hi, good morning, and congratulations, makes tremendous
strategic sense. Two questions, one, could you talk a little bit more about the
combined management team going forward, who's staying, who's, potentially,
leaving, Tom? And then the second question is is there any increase in any one
or two customers in terms of customer concentration when the merger takes place?
Thanks.

T. Grudnowski: Thank you. From a management perspective, we're - we have not
made those decisions yet, we're in the process of getting organized so it's too
early to comment on that. John and I are going to work closely together over the
next few months as the close process continues and we'll determine what to do
during that process. As relates to the customers, I'm

not sure I have available here in front of me the - how many total new customers
we get to get when we add them all together, I don't know if anybody's got that
number or not. In the -- but I can comment generally. You know, in the financial
services space we'll have a lot of common customers, although, as I said
earlier, they - we're selling, actually, within those organizations, to
different parts of those organizations, currently. In the telco space HNC is
significantly bigger than we are so there'll be some synergy for Fair Isaac
there. In the UK Fair Isaac has 100 people plus, has a very good position there
and that'll be a very good opportunity for Fair Isaac to cross sell,
internationally, some of the HNC products.

         Latin America, we have a large presence there, a very successful
practice, and we see some opportunity there. Healthcare, as you know, we have
not been involved within Fair Isaac so we see that as a huge opportunity as
well. Government is something that Fair Isaac has not focused on in the past and
HNC will be taking a leadership position in that particular area. Retail we've
been focusing on very heavily and they're making good strides, so there we might
provide some additional traction. So while I can't comment on total number of
customers, at the high level, I think the synergies are going to provide some
very good cross sell opportunities, to be quite frank.

P. Burton: Great. Thank you very much.

Operator: Our next question comes from Anthony Wible with Salomon Smith Barney,
please proceed with your question.

Anthony Wible: Morning, congratulations. Three quick questions. One, I was
wondering, is there an opportunity here to gain some pricing leverage seeing as
how now you have a more robust product base with you customers?

T. Grudnowski: I don't really see that happening, to be quite frank. We're
already in different spaces and so, and most of our customers have long-term
contracts as relation to recurring revenue and prices have been, that we use on
a transaction level, and both the organization are fairly set, so I see the
growth opportunity here in, you know, new markets and new opportunities and new
transactions, that's the real future opportunity.

A. Wible: And could you highlight maybe the top three cross-selling
opportunities that you see and then, also, could you maybe touch upon some of
the technology I believe HNC has that you can integrate into the current
products and could we see some new rollouts of new versions of existing strategy
machine products because of that technology?

T. Grudnowski: Yes. I think the fraud products have a wonderful opportunity in
the international space, you've heard John talk about that in the past, and so
some of our distribution capabilities internationally should help cross sell
there. In the opportunity suite area there are several products that are
complimentary to what is happening in the marketing services space so we see
some opportunity there. An example would be Profit Max is a successful product
for HNC and that will work and be integrated more closely with TRIAD for
example, where we have a base. So picture some HNC analytics being expanded and
added to the TRIAD platform that's so prominent today in the credit card
industry.

         In the critical action platform, decision system, enterprise strategy
architecture area, if we wanted to get down and dirty, from a technical
perspective there's a lot of synergy architecturally between our respective
efforts. And, interestingly, although we've been approaching some of the
decision technology issues from a little bit different perspective, when you put
the products and services list area together we're going to have a very, very
interesting enterprise level platform that we see putting us in a better
position to sell higher in the organizations of our current customers and
provide technologies that cross marketing and risk, which is the Holy Grail of
an analytic company. So those are the ones that come to mind right off the top
of my head.

A. Wible: Great. Thank you very much and congratulations.

T. Grudnowski: Thank you.

Operator: Our next question comes from Kevin Richardson with Blum Capital
Partners, please proceed with your question.

Kevin Richardson: First, congratulations, it feels like this is a long time
coming between what I think a lot of people in the industry realize was a
marriage that was meant to be a long, long time ago, and it's great to see you
guys get together.

T. Grudnowski: Thank you.

K. Richardson: Second, just can you talk, two things, one is on cash and cash
flow, are there going to be any restrictions on share buybacks while we wait for
the merger or will, since both are pretty cash laden, will both be able to
execute on any buybacks?

T. Grudnowski: Yes. Fair Isaac announced a buyback here just a few days ago,
wasn't it?  And we can, and intend, to buy back our shares per the announced
authorization until the merger proxy is mailed.

K. Richardson: The other thing, great to see it's accretive. From an assumption
standpoint, in your cost savings of 35 million, where is that, you made a few
buckets, I assume R&D is you keep a lot of the people, sales and market it
sounds like you keep a lot of people, is G&A that - is where the majority of
savings are?

T. Grudnowski: Yes. There's synergy in G&A, in particular, and although we have
not scrubbed these numbers perfectly, about half of that, in round numbers,
relates to labor and about half relates to other types of costs that we'll be
able to eliminate as a result of consolidating both companies. And that's about
as far as we've taken it so far.

K. Richardson: And from the cost savings standpoint, seeing as half's labor,
those are pretty, I don't want to say easy to get, but those are things that
we'll be able to see kind of on completion? It isn't as if they're going to be
an 18-month or 24-month type program?

T. Grudnowski: Yeah. Actually, because that represents about less than 10
percent of the headcount across both companies, so it's not a large number,
nevertheless, it's a number that we'll focus on and we have a preliminary
schedule of how we see that transpiring and we expect to have it all
accomplished within fiscal year '03. I can't comment any more specifically about
it what amounts per quarter, yet, but we're working on it.

K. Richardson: Great. Congratulations and good luck. Thanks.

T. Grudnowski: Thank you.

Operator: Our next question comes from Rob Tholemeier with Wells Fargo, please
proceed with your question.

Rob Tholemeier: Good morning. Can I ask John Mutch a couple of questions?

J. Mutch: Sure.

R. Tholemeier: Hey, John. It looked like you guys were one of the few software
companies out there that had sequentially up revenue that was pretty believable.
Due to the recurring model when you had several things in the pipeline in terms
of the FAA deal, you know, the large contract you just signed with GE Capital
for the retail credit cards, the work you were doing with various states for the
Medicare product, and then it looked like Blaze had started to pick up. So even
though I sort of understand the strategic impact of this merger, why not wait
for the valuation appreciation you think you would get from those successes, and
maybe pull the trigger on something like this later in the year, say, you know,
after, after you've gotten, you know, proof that the plans and the estimates and
stuff that were out there were working, so why not give the stock a chance to
jump up a little bit before you took this move? Why now?

J. Mutch: Thanks Rob. I think there's, you know, always a trade off between sort
of risk and reward that you look at when you're running a company. And we feel
very, very good about the prospects that we had at the standalone HNC company.
As you articulated, there were a large and broad number of growth initiatives
that we were working on internally, but when I think that when you look at the
synergy of these combined companies, the scale, the breadth of distribution, the
underlying science, the management team, the opportunity to better serve
customers worldwide, it was very clear to, I think, both management teams as
well as both boards that, you know, long-term these two entities together would
have a very, very significant opportunity in the market and we felt like the
time to put the companies together was now and that it really risk mitigates, in
many ways, some of the bumpy waters we may see in the economy in the market
conditions on an ongoing basis here in the short term to mid term. So we're
pleased with the combination.

R. Tholemeier: Could you put a little more color on that? If there was bumpiness
that was going to come due to exogenist factors, for HNC, how would this merger
eliminate any of those macro economic type things that - I mean, wouldn't they
impact, since they're macro by nature, wouldn't they impact the combined company
even maybe more severely than the individual standalone company?

J. Mutch: My comments weren't sort of HNC specific, they were more about the
external market conditions and environment. Our view of the for short to
mid-term environment, as we've articulated on our calls, has been that, you
know, demand, customer demand will remain sort of flat to trending down. And so,
you know, there are a lot of uncertainties externally. When you combine the two
organizations and give us, again, the scale, the distribution breadth, et
cetera, it offers the combined entity a robust opportunity that we felt was
appropriate to take advantage of now.

R. Tholemeier: Can I just ask one more follow up on the management?

J. Mutch: Sure.

R. Tholemeier: You, recently, you've made several changes, new head of
development, Charles Nicholls has come over from Business Objects; you,
certainly, you know, haven't been with the company for real long so I consider
you almost kind of new management, what - how much of a decision about the new -
was the new - was this decision in place prior to these changes? I mean, were
you looking at doing a merger before you brought these people on or did you
bring these people on and then, oop, here comes the merger? Since the timing, in
terms of the personnel shift, seem also to be a little curious.

J. Mutch: Yeah, I mean, those things, obviously, never work out sort of
perfectly and, as you can imagine, in a combination of this size there are a lot
of factors and you never know whether something's going to work or not. So we
took the approach that we were going to run our business and, well, you know, in
fact, in the closing period we're going to run our business and drive hard to
meet the goals that we've articulated publicly and continue to run the company
as best we can. So, you know, you evaluate things as they come on line, you have
an approach where you run your business knowing and feeling like you're going to
operate standalone, so the decisions we made on a personnel basis were all made
as if we would be running a standalone company.

         Now, with the companies combined what we've now done is deliver a huge
amount of incremental talent to the respective new organization. We're excited
about Charles Nicholls and the work that he can bring. You know, as you are
aware, he ran the analytic division of Business Objects, I think he's going to
be a great asset, some of the other people that we brought on board, Russ Mann
from Homestore.com, the folks on growth initiatives will be an incredibly
additive to what we do, so I'm really excited about the strength of the ongoing
management team under Tom's leadership. I think the work that he's done at Fair
Isaac, his experience at Accenture, you know, or Andersen, rather, on a
long-term basis, serve the company very well.

R. Tholemeier: Okay, thanks.

J. Mutch: Sure.

T. Grudnowski: Yeah, and maybe I can just add one little, one comment. We've,
the respective

management teams, have spent a lot of time in the last few days really scrubbing
numbers for the next couple, few quarters from both companies' perspectives,
and, again, due to the recurring revenue nature of both companies and the areas
that John's referred to that, potentially, could be risk areas, we've looked at
real hard and the good news is is the pipeline, you know, for the various
products that we both have, remains very strong, as we both said during our
conference calls here just a couple weeks ago, so we feel pretty comfortable
about, you know, where the next couple few quarters are going.

         As relates to Charles and others, we, all of the individuals that we've
met with here in the last few days, as we've been going through the final
process, are outstanding, and I think I would second what John has said, I
think, I think as you've heard me say before on my conference calls, I think
my number one entry barrier to creating the analytic powerhouse is just
building an organization of really great people. So from my perspective,
you know, we're just about doubled the number of great people, so I think
that's, I think that's the real value in this deal at the end of the day.

Operator: Your next question comes from Brad Eichler with Stephens Incorporated,
please proceed with your question.

Brad Eichler: Good morning. You guys know I'm not usually one to congratulate,
but I think this deal makes a lot of sense so congratulations. I've had some
technical difficulties getting on the call and most of my questions have been
answered, but any comment on what you plan to do with the HNC convertible bonds,
is there a change in control provision in that security? Thanks.

Ken Saunders: Hey, Brad, it's Ken, and thanks. Yeah, the bonds provide for a
[unintelligible] of course, [unintelligible] defines this as a change of
control but does have a carve out when you're - when the merger is, basically,
90 percent or more cap - stock for stock so this falls under that exception
so they're not automatically triggered, in other words, for buyback, and
they'll be adjusted accordingly for the new Fair Isaac stock.

B. Eichler: One other model question. When you look at the difference between
the GAAP and cash accretion that you talked about, or operating accretion,
what's your assumption in there for intangible amortization?

Greg Thompson: I can take that one. We're still in the process of finalizing our
work with respect to purchase price allocation. However, I think you can expect
the amortization charge to be between $12 and $14 million a year.

B. Eichler: Okay. And this question may have been asked, Tom, and if it has just
tell me, but can you talk a little bit about your level of comfort in the cost
synergies that you've laid out, this $35 million number, for '03?

T. Grudnowski: Yeah. We've spent a lot of time with that and I'm very
comfortable.

B. Eichler: Okay, thank you. Congratulations.

T. Grudnowski: Thank you.

Operator: Our next question comes from Adam Holt with JP Morgan, please proceed
with your question.

Adam Holt: Good morning.

T. Grudnowski: Morning.

A. Holt: I was wondering if you could talk a little bit about how this deal will
accelerate or, perhaps, not accelerate, some of the new initiatives that HNC has
been working on relative to their critical action platform?

T. Grundnowski: Okay. I think it will help accelerate it. As you heard me talk
about before, we've been working hard in rolling out our newest decisioning
platform called Decision System, and that's been in production now approximately
a year. And some components of some of those architectures that we have in
production overlap just a little bit with some of the critical action platform
components and so we hope that, actually, the traction we've got in Decision
System will help accelerate the rollout of some of the brighter ideas involved
in critical action platform. So we think it'll help.

         Similarly, with Blaze, recently HNC has acquired Blaze, and that
software product grew very, very nicely, as you know, in John's most recent
quarter, and that's a very complimentary product to the decisioning technologies
that Fair Isaac has. That product has more of a rules base inference
engine orientation than our strategy-tree orientation in Decision System and so,
again, we see these products as complimentary and our customers will now be able
to - we'll be able to serve our customers on a little bit broader - from a
broader perspective in these decision technologies in the future, so I think our
respective sales forces are going to be real happy with the ability now to put
both of these technical approaches together. I think it's going to be a lot
clearer message to the marketplace. A decision engine, you know, technology
isn't exactly something that, you know, everybody understands, there aren't
Super Bow ads on decision-engine technology and so, hopefully, together we can
start to define that space in a very, very clear way for enterprise level CIOs
around the world. So we think it's going to help, we think it's going to
accelerate the process.

A. Holt: And then just one other question, and I apologize if I missed this up
front, but are there any walk-away provisions in the deals, collars on the
stock, et cetera?

T. Grudnowski: No. No.

A. Holt: Great, thank you.

Operator: Ladies and gentlemen, as a reminder, to register for a question,
please press the one, four.

         Our next question comes from Robert Mattson with Janney Montgomery
Scott, please proceed with your question.

Robert Mattson: Congratulations on the deal. Quick question, taking more of a
50,000 foot view, the merger seems to open a lot of opportunities here but also
seen from a longer-term strategy open opportunities for additional M&A and I
wanted to get some thoughts on that, on the longer-term, and assuming you expect
a hiatus in the short term here?

T. Grudnowski: Good question but we've been a little busy and this will probably
keep us busy at least for a couple weeks, so we haven't been strategizing on
what next. So I think, I think, again, what's interesting about this merger is
both companies are very similar in their, in their business models. And so,
hopefully, we can close and get on with getting the traction that this merger is
going to allow us, and at that point in time we'll, you know, we'll start to
worry about next moves.

         You know, to put some perspective on that, just briefly, you know, what
we're creating here is sort of a unique software company, right. I mean it's a
software company that depends on recurring revenue and transaction revenue and
selling analytic equations into CRM solutions. And so we're going to continue to
focus, you know, in the foreseeable future, on only looking at things that would
further that recurring revenue model and that position, so - and the, you know,
and that's a unique model. So I think, you know, I think in this short term now
we'll focus on the integration issues and proving that this model, in fact, will
be the dominant model in this new space.

R. Mattson: Great, and congratulations.

T. Grudnowski: Thanks.

Operator: Our next question comes from Edward Hemmelgarn with Shaker
Investments, please proceed with your question.

Edward Hemmelgarn: Yeah, hi, Ken, this is just a question, one more question
about the bonds, what did you say was going to happen to those again?

K. Saunders: There's a carve out for change of control when you do a 90 percent
plus stock for stock, obviously, this exceeds that, so there's no automatic
redemption. Of course, you have to change the underlying equity because it's no
longer HNC equity after the closing date so I suggested that that would be
adjusted appropriately for the FICO stock.

E. Hemmelgarn: Okay, thanks.

K. Saunders: Sure.

Operator: Ladies and gentlemen, as a reminder, to register for a question, press
the one, four.

         There are no further questions at this time, I now turn the call back
to you, please proceed with your presentation or closing remarks.

D. McGowan: Well, thanks very much for joining us here this morning. We'll be
available this afternoon here in San Diego, we'll be making calls to many of our
institutional holders and analysts, and look forward to speaking with all of you
soon. We'll be out on the road the next few days as well, East Coast, a little
bit in the Midwest, hopefully spending some face-to-face time with you, going
into a little bit more on this strategic relationship. So thanks very much, look
forward to talking to you again soon.

T. Grudnowski: Thank you very much.

Operator: Ladies and gentlemen, that does conclude the conference call for
today. We thank you for your participation and ask that you, please, disconnect
your line.

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