8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2009 (May 6, 2009)

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-25346	47-0772104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Broadway, Suite 3350
New York, New York 10271
(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 348-6700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operation and Financial Condition.
	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2

Item 2.02. Results of Operation and Financial Condition.

     On May 6, 2009, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended March 31, 2009. A copy of this press release is attached hereto as Exhibit 99.1.

     The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02— Results of Operations and Financial Condition” and Item 7.01— Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

     The filing of this report and the furnishing of this information pursuant to Items 2.02 and 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 7.01. Regulation FD Disclosure.

     See “Item 2.02— Results of Operations and Financial Condition” above.

     Item 9.01. Financial Statements and Exhibits.

99.1	Press Release dated May 6, 2009
99.2	Investor presentation materials dated May 6, 2009

2

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 hereunto duly authorized.

ACI WORLDWIDE, INC.
 

/s/ Scott W. Behrens  

Scott W. Behrens, Senior Vice President, Chief Financial 

Officer, Controller and Chief Accounting Officer 

Date: May 6, 2009

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 6, 2009
99.2	Investor presentation materials dated May 6, 2009

4

EX-99.1

Exhibit 99.1

ACI Worldwide, Inc.
120 Broadway — Suite 3350
New York, NY 10271
646.348.6700
FAX 212.479.4000 News Release

Investors contact:
Tamar Gerber
Vice President, Investor Relations
646.348.6706

ACI Worldwide, Inc. Reports Financial
Results for the Quarter Ended March 31, 2009
ACI Reaffirms its Annual Guidance on Sales, Revenue and Operating Income

OPERATING HIGHLIGHTS

• Achieved approximately $4 million savings in payroll expenses over prior-year first quarter

• Net positive foreign exchange translation impact of approximately $2 million on the operating business

• Completed senior level hires in product management and services globally

	Quarter Ended
	March 31,			Better / (Worse)			Better / (Worse)
	2009			March 31, 2008			March 31, 2008
Sales	$	60.8		$	(3.0	)		(5	)%
Revenue	$	88.2		$	(2.5	)		(3	)%
GAAP Operating Loss	$	(2.1	)	$	0.0			—

(NEW YORK — May 6, 2009) — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of electronic payments software and solutions, today announced financial results for the period ended March 31, 2009. We will hold a conference call on May 6, 2009, at 8.30 a.m. EDT to discuss this information. Interested persons may also access a real-time audio broadcast of the teleconference at www.aciworldwide.com/investors.

“As we anticipated, we achieved performance that was typical of the seasonality of the first quarter and in line with our expectations. Even while we successfully hired seasoned services, product and strategy leaders across our business geographies, we also achieved a quarterly run rate reduction of $4 million in payroll expenses which are reflected in our results. On the sales side, we are equally encouraged by visibility into a strong pipeline for the second quarter that, at present, appears to exceed last year’s sales performance figures -that’s part of the reason that we’re comfortable re-affirming annual guidance,” said Chief Executive Officer Philip Heasley.

Notable business during the quarter included:

• US: Sales included a sizable ACI Enterprise Banker^TM system, a large BASE24^® retail renewal which also included an add-on system as well as two large ACI Retail Commerce Server ^TM systems.

• EMEA: A Middle East services integrator purchased a new BASE24-eps^TM system.

• Asia: A Philippines bank renewal closed for a BASE24-atm^® system.

FINANCIAL SUMMARY

Sales

Sales bookings in the quarter totaled $60.8 million which was a reduction of 5%, or $3.0 million, as compared to the March 2008 quarter. The similar, albeit slightly weaker, year-over-year sales figures reflect the typical seasonality of our business following the year-end quarter. Notable changes in the mix of sales included a rise in new sales accounts to $9.7 million from $1.3 million in the prior-year quarter and a reduction of $6.3 million in term extensions from $14.8 million to $8.5 million in the March 2009 quarter. This reduction in extensions is largely related to the timing of transactions based on contract expiration dates.

Revenues

Revenue was $88.2 million in the quarter ended March 31, 2009, a reduction of $2.5 million or 3% over the prior-year quarter revenue of $90.7 million. The decrease in revenue was largely attributable to negative foreign currency exchange impact of approximately $6 million as well as lower software license fee revenues of $6.6 million due to a one-time capacity event in the prior

year quarter. This reduction in license fees was partially offset by a $4.1 million increase in services revenue. Our March 2009 GAAP revenue was derived principally from our backlog; 95% of the revenue derived from backlog whereas 5% of the revenue was provided by current-period sales. Our monthly recurring revenue figure in the quarter of $57.4 million, a rise of $1.1 million over the prior-year quarter, resulted largely from higher monthly software license fee revenues in the Americas.

Backlog

As of March 31, 2009, our estimated 60-month backlog was $1.410 billion, essentially flat as compared to $1.407 billion at December 31, 2008, and $1.408 billion as of March 31, 2008. As of March 31, 2009, our 12-month backlog was $335 million, as compared to $325 million for the quarter ended December 31, 2008, and $349 million for the quarter ended March 31, 2008. The 12-month backlog was reduced by $14 million on a quarterly year-over-year basis as we recognized large transactions during 2008 such as MasterCard, Faster Payments for a number of UK-based customers, and the Middle East switch.

Liquidity

We had $109.5 million in cash on hand at March 31, 2009, a decrease of $3.5 million as compared to the December 2008 quarter. As of March 31, 2009, we also had $75.0 million in unused borrowings under our credit facility.

Operating Free Cash Flow

Operating free cash flow (“OFCF”) for the quarter was $(2.6) million compared to $45.3 million for the March 2008 quarter. The reduction in our operating free cash flow reflects the prior year receipt of $36.1 million in payments under the terms of the alliance agreement with International Business Machines Corporation in the March 2008 quarter as well as production of organic OFCF of $9.2 million in the prior year quarter. The year-over-year negative variance in operating free cash flow of $11.8 million was largely due to lower trade cash receipts of $6 million and $3 million in higher capital expenditures. Receipt of $5.8 million in trade receivables due to be paid in the first quarter occurred instead in the first several weeks of the second quarter.

Operating Loss

Operating loss was $2.1 million in the March 2009 quarter, flat as compared to an operating loss of $2.1 million in the March 2008 quarter.

Operating Expenses

Operating expenses were $90.3 million in the March 2009 quarter compared to $92.7 million in the March 2008 quarter, an improvement of $2.4 million or 3%. Operating expenses decreased largely as a result of a reduction of $4 million in payroll expenses and a foreign currency exchange-related benefit of $8 million partially offset by a $6 million expenditure in professional fees, severance, the IBM IT Outsourcing and business reinvestment.

Other Income and Expense

Other expense for the quarter was $1.6 million, compared to other expense of $1.0 million in the March 2008 quarter. The increase in other expense versus the prior-year quarter resulted primarily from a negative variance of $4.4 million related to foreign currency exposure offset by $3.2 million improvement in the fair value interest rate swap. Interest expense improved by $0.6 million while we received approximately $0.3 million less than in interest income as compared to the prior-year quarter.

Taxes

Income tax expense in the quarter was $0.4 million due to losses in tax jurisdictions for which we received no tax benefit offset by income in tax jurisdictions in which we accrued tax expense. Furthermore, as mentioned in previous quarters, the company continues to incur a fixed amortization charge of $0.6 million per quarter related to the transfer of intellectual property outside the United States.

Net Loss and Diluted Earnings Per Share

Net loss for the quarter was $4.1 million, compared to net loss of $4.9 million during the same period last year.

Loss per share for the quarter ended March 2009 was $(0.12) per diluted share compared to $(0.14) per diluted share during the same period last year.

Weighted Average Shares Outstanding

Total weighted average shares outstanding were 34.5 million for the quarter ended March 31, 2009 as compared to 35.2 million shares outstanding for the quarter ended March 31, 2008.

Re-affirmation of Guidance

We do not anticipate any changes to our annual guidance based upon what we are seeing in our business markets to date. Hence, guidance remains as indicated on February 26, 2009 with the calendar year guidance as follows: Sales of $450-460 million, GAAP revenue of $415-425 million and GAAP Operating Income of $35-40 million.

-End-

About ACI Worldwide, Inc.

ACI Worldwide is a leading provider of electronic payments software and services to major banks, retailers and processors around the world. The company enables online payment processing, online banking, fraud prevention and detection, and back-office services. ACI solutions provide market-leading levels of reliability, manageability and scale, to more than 800 customers in 88 countries. Visit ACI Worldwide at www.aciworldwide.com.

Non GAAP Financial Measures

ACI is presenting operating free cash flow, which is defined as net cash provided (used) by operating activities, excluding cash payments associated with one-time employee related actions, cash payments associated with early termination of leases, less capital expenditures and plus or minus net proceeds from IBM. Operating free cash flow is considered a non-GAAP financial measure as defined by SEC Regulation G. We utilize this non-GAAP financial measure, and believe it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as capital investments and acquisitions. We utilize operating free cash flow as a further indicator of operating performance and for planning investing activities. Operating free cash flow should be considered in addition to, rather than as a substitute for, net cash provided (used) by operating activities. A limitation of operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. This measure also does not exclude mandatory debt service obligations and, therefore, does not represent the residual cash flow available for discretionary expenditures. We believe that operating free cash flow is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items, which do not directly affect our ongoing cash flow.

	Quarter Ended March 31,
	2009			2008
Net cash provided by operating activities	$	2.8		$	46.5
Adjustments:
Net after tax cash payments associated with employee-related activities		1.6			0.5
Net after tax cash payments associated with early termination of Watford facility lease		—			0.6
Less capital expenditures		(5.3	)		(2.6	)
Less alliance technical enablement expenditures		(1.7	)		(0.9	)
Proceeds from alliance agreement		—			1.2
Operating Free Cash Flow	$	(2.6	)	$	45.3

Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.

ACI also includes backlog estimates which are all software license fees, maintenance fees and services specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within the corresponding backlog period. We have historically included assumed renewals in backlog estimates based upon automatic renewal provisions in the executed contract and our historic experience with customer renewal rates.

Backlog is considered a non-GAAP financial measure as defined by SEC Regulation G. Our 60-month backlog estimate represents expected revenues from existing customers using the following key assumptions:

• Maintenance fees are assumed to exist for the duration of the license term for those contracts in which the committed maintenance term is less than the committed license term.

• License and facilities management arrangements are assumed to renew at the end of their committed term at a rate consistent with our historical experiences.

• Non-recurring license arrangements are assumed to renew as recurring revenue streams.

• Foreign currency exchange rates are assumed to remain constant over the 60-month backlog period for those contracts stated in currencies other than the U.S. dollar.

• Our pricing policies and practices are assumed to remain constant over the 60-month backlog period.

Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including for reasons outside of management’s control. For example, our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, or general changes in economic conditions in the customer’s industry or geographic location, or we may experience delays in the development or delivery of products or services specified in customer contracts which may cause the actual renewal rates and amounts to differ from historical experiences. Changes in foreign currency exchange rates may also impact the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog estimates will actually generate the specified revenues or that the actual revenues will be generated within the corresponding 60-month period.

Backlog should be considered in addition to, rather than as a substitute for, reported revenue and deferred revenue.

The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Reclassification

The Company redefined its cost of software license fees in order to better conform to industry practice. The definition has been revised to be third-party software royalties as well as the amortization of purchased technology. Previously, cost of software license fees also included certain costs associated with maintaining software products that have already been developed and directing future product development efforts. These costs included human resource costs and other incidental costs related to product management, documentation, publications and education. These costs have now been reclassified to research and development and cost of maintenance and services.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this presentation include, but are not limited to, statements regarding the: (a) expectations and assumptions regarding the Company’s sales pipeline for the second quarter and sales performance during 2009; (b) expectations and assumptions related to the Company’s ability to maintain the run-rate reduction in its payroll expenses; and (c) expectations and assumptions regarding sales, revenues, and operating income.

Forward-looking statements can be affected by the judgments and estimates underlying such assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements, and our business, financial condition and results of operations could be materially and adversely affected. In addition, we disclaim any obligation to update any forward-looking statements after the date of this press release, except as required by law. All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in our filings with the Securities and Exchange Commission. . Such factors include, but are not limited to, risks related to the global financial crisis, restrictions and other financial covenants in our credit facility, volatility and disruption of the capital and credit markets, our restructuring efforts, the restatement of our financial statements, consolidation in the financial services industry, changes in the financial services industry, the accuracy of backlog estimates, material weaknesses in our internal control over financial reporting, our tax positions, volatility in our stock price, risks from operating internationally, increased competition, our offshore software development activities, the performance of our strategic product, BASE24-eps, the maturity of certain legacy retail payment products, demand for our products, our alliance with IBM, our outsourcing agreement with IBM, the complexity of our products and the risk that they may contain hidden defects, governmental regulations and industry standards, our compliance with privacy regulations, system failures, the protection of our intellectual property, future acquisitions and investments and litigation. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-K.

ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)

	March 31,			December 31,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	109,500		$	112,966
Billed receivables, net		84,620			77,738
Accrued receivables		11,558			17,412
Deferred income taxes, net		13,166			17,005
Recoverable income taxes		3,596			3,140
Prepaid expenses		10,107			9,483
Other current assets		9,647			8,800
Total current assets		242,194			246,544
Property, plant and equipment, net		18,202			19,421
Software, net		28,857			29,438
Goodwill		197,012			199,986
Other intangible assets, net		28,469			30,347
Deferred income taxes, net		19,566			12,899
Other assets		14,014			14,207
TOTAL ASSETS	$	548,314		$	552,842
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	13,728		$	16,047
Accrued employee compensation		14,959			19,955
Deferred revenue		111,505			99,921
Income taxes payable		934			78
Alliance agreement liability		7,384			6,195
Accrued and other current liabilities		21,857			24,068
Total current liabilities		170,367			166,264
Deferred revenue		25,718			24,296
Note payable under credit facility		75,000			75,000
Deferred income taxes		1,775			2,091
Alliance agreement noncurrent liability		33,441			37,327
Other noncurrent liabilities		32,219			34,023
Total liabilities		338,520			339,001
Commitments and contingencies
Stockholders’ equity
Preferred Stock		—			—
Common stock		204			204
Common stock warrants		24,003			24,003
Treasury stock		(145,247	)		(147,808	)
Additional paid-in capital		303,021			302,237
Retained earnings		54,336			58,468
Accumulated other comprehensive loss		(26,523	)		(23,263	)
Total stockholders’ equity		209,794			213,841
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	548,314		$	552,842

ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)

	Three Months Ended March 31,
	2009			2008
Revenues:
Software license fees	$	31,178		$	37,739
Maintenance fees		31,440			31,437
Services		25,595			21,487
Total revenues		88,213			90,663
Expenses:
Cost of software license fees		3,167			2,596
Cost of maintenance and services		27,222			27,619
Research and development		18,973			20,577
Selling and marketing		15,108			16,664
General and administrative		21,504			21,211
Depreciation and amortization		4,346			4,072
Total expenses		90,320			92,739
Operating loss		(2,107	)		(2,076	)
Other income (expense):
Interest income		301			593
Interest expense		(769	)		(1,366	)
Other, net		(1,120	)		(190	)
Total other income (expense)		(1,588	)		(963	)
Loss before income taxes		(3,695	)		(3,039	)
Income tax expense		437			1,862
Net Loss	$	(4,132	)	$	(4,901	)
Loss per share information
Weighted average shares outstanding
Basic		34,522			35,165
Diluted		34,522			35,165
Loss per share
Basic	$	(0.12	)	$	(0.14	)
Diluted	$	(0.12	)	$	(0.14	)

ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

	For the Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities:
Net loss	$	(4,132	)	$	(4,901	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation		1,566			1,576
Amortization		4,175			3,809
Tax expense of intellectual property shift		550			590
Amortization of debt financing costs		84			84
Gain on reversal of asset retirement obligation		—			(949	)
Gain on transfer of assets under contractual obligations		(56	)		—
Loss on disposal of assets		8			218
Change in fair value of interest rate swaps		440			3,689
Deferred income taxes		(3,934	)		(3,003	)
Stock-based compensation expense		2,616			2,552
Tax benefit of stock options exercised		27			40
Changes in operating assets and liabilities:
Billed and accrued receivables, net		(2,621	)		3,215
Other current assets		(1,124	)		(3,064	)
Other assets		(573	)		668
Accounts payable		(53	)		(3,793	)
Accrued employee compensation		(4,451	)		(1,825	)
Proceeds from alliance agreement		—			36,087
Accrued liabilities		(4,151	)		(4,264	)
Current income taxes		355			1,413
Deferred revenue		14,576			14,328
Other current and noncurrent liabilities		(453	)		54
Net cash flows from operating activities		2,849			46,524
Cash flows from investing activities:
Purchases of property and equipment		(930	)		(1,465	)
Purchases of software and distribution rights		(4,358	)		(1,127	)
Alliance technical enablement expenditures		(1,733	)		(943	)
Proceeds from alliance agreement		—			1,246
Other		50			(13	)
Net cash flows from investing activities		(6,971	)		(2,302	)
Cash flows from financing activities:
Proceeds from issuance of common stock		330			639
Proceeds from exercises of stock options		1,362			382
Excess tax benefit of stock options exercised		48			28
Purchases of common stock		—			(30,064	)
Common stock withheld from vested restricted share awards for payroll tax withholding		(345	)		—
Payments on debt and capital leases		(530	)		(791	)
Net cash flows from financing activities		865			(29,806	)
Effect of exchange rate fluctuations on cash		(209	)		(2,760	)
Net increase (decrease) in cash and cash equivalents		(3,466	)		11,656
Cash and cash equivalents, beginning of period		112,966			97,011
Cash and cash equivalents, end of period	$	109,500		$	108,667

EX-99.2

Exhibit 99.2

March 31, 2009 Quarterly Results May 6, 2009

This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward- looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A discussion of these forward- looking statements and risk factors that may affect them is set forth at the end of this presentation. The Company assumes no obligation to update any forward-looking statement in this presentation, except as required by law. Private Securities Litigation Reform Act of 1995 Safe Harbor For Forward-Looking Statements

Phil Heasley, Chief Executive Officer Ron Totaro, Chief Operating Officer Scott Behrens, Chief Financial Officer Q&A: Phil Heasley, Ron Totaro and Scott Behrens

Ron Totaro, Chief Operating Officer Business Review

Q1 2009 Update Very similar business performance to prior year Revenue and sales mirrored Q1-08 Pipeline for Q2 and beyond robust Sales of $61 million, down $3 million versus Q1-08 sales Demonstrated market interest in our products as evidenced by more sales of new accounts than in March 2008 quarter Fewer term renewals this quarter; anticipate larger extensions in US and EMEA banks in the June quarter Slippage in EMEA due to longer procurement cycles and some bank budgetary delays due to nationalization of banks IBM Alliance sales 35% ahead of last year first quarter Pipeline for Q2 currently looks stronger than our actual performance last year in the same quarter

Q1 2009 Sales Results Q1 2009 had strong new account sales performance compared to prior year but fewer term extensions as a result of timing Weaker than anticipated sales in EMEA as sales processes were impacted by bank nationalizations and later budgetary cycles at many big European banks, a lot of sales renewals 'in cycle' for Q2 Top 5 customers accounted for 27% of sales dollars in the quarter as compared to 45% in Q4-08 and 35% of sales in the preceding year quarter Weaker performance versus prior year quarter due to: Lack of any sizable one-off term renewals or capacity; some mandatory renewals expected in Q2-09 Sluggish sales growth in EMEA and Asia mitigated by better than expected sales in the US region Negative variance in term extensions due to customers signing as close as possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates possible to their expiry dates

Q1 2009 Channel Sales Results Sales (net of Term Extensions) Term Extension Sales Total Sales Q1 2009 v Q1 2008 Channel Performance: Americas ... Top 5 customers accounted for $16.3 million of sales in Q1- 09 vs. $5.9 million of sales in Q1- 08. Americas strong sales driven by two major renewals (in Latin America and the US), a new ACI Enterprise Banker deal and several new ACI Retail Commerce Server deals. EMEA ... Top 5 customers accounted for $5.7 million of sales in Q1- 09 vs. $18.5 million of sales in Q1- 08. EMEA 2008-09 sales variance driven by one prior- year large renewal as well as a capacity deal. Asia-Pacific ... Top 5 customers accounted for $3.0 million of sales in Q1- 09 vs. $9.2 million of sales in Q1- 08. Asia-Pacific 2008-09 sales variance driven by a term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period. term extension and a new deal in prior year period.

Historic Sales By Quarter 2008-2009 Historic Sales By Quarter 2008-2009

Americas Q1 2009 Highlights Revenue Performance Y-o-Y: Americas Q1-09 revenue of $49.9 million was up ~$6 million vs. Q1-08 Growth in monthly recurring revenues of $2.5 million Implementation Services Fees increased $2.5 million MasterCard Standard Chartered Bank Key Sales Highlights Total Channel sales of $38.9 million 2 New ACI Retail Commerce Server Accounts (Harris Teeter & SuperValu) SuperVALU purchased ACI Retail Commerce Server in an AOD environment Other Noteworthy Items Revenue impacted by y-o-y ~$0.6 million of CND FX decline Personnel related costs down y-o-y ~$1.7 million (FX adjusted )

EMEA Q1 2009 Highlights Revenue Performance Y-o-Y: EMEA Q1-09 revenue of $29.0m, down ~ $8 million versus Q1-08 License fees declined on an FX-adjusted basis due to a capacity deal of $4.2 million recognized in the prior-year quarter Services and maintenance revenue showed strong growth in Q1-09 Key Sales Highlights New Applications - ACI Proactive Risk ManagerTM at Oman Arab Bank, ACI Commerce GatewayTM at Satim, BASE24-epsTM at Commercial Bank of Dubai, ASSET at FDI Slovakia New Accounts - Central Bank of Oman (BASE24-epsTM and ASSET) Noteworthy Items An ~20% softening in GBP and Euro FX rates vs. USD adversely impacted the quarterly performance by ~ $4.9 million compared to prior-year quarter Many large European banks only completed 2009 budgets in March which led to few sizable sales deals in first quarter

Asia-Pacific Q1 2009 Highlights Revenue Performance Y-o-Y: Asia Pacific Q1-09 revenue of $9.3 million essentially flat versus prior- year quarter Key Sales Highlights Q1-09 Sales $4.6 million vs. $14.0 million in prior year driven by Prior year sales of large wholesale contracts in Korea and in Malaysia as well as two Korean contracts for BASE24 products Q1-09 major contract for term extension and BASE24-epsTM migration at Metropolitan Bank & Trust Company in the Philippines Two new applications added in Thailand and in the Philippines Noteworthy Item Negatively impacted by foreign exchange of ~ $0.5 million mainly due to Australia/NZ currency depreciation

Organization Update Product Management Organization New Chief Product Officer building out his organization Rolling out general managers by product Services Organization New heads in Asia and in EMEA now in place (March 09) Assessing services operations- rates, utilization and billed expenses as well as process, infrastructure and tools Sizing the market and service inputs in conjunction with product management & sales Focus on geographies with profitable growth

Financial Review Scott Behrens, Chief Financial Officer

Key Takeaways from the Quarter Revenue reduction of 3%; achieved $88.2 million in the current quarter versus $90.7 million in March 2008 quarter Strengthening of US $ resulted in ~$6 million decline in global revenue Revenue decrease in initial software license fees linked to terms/capacity Continuing trend of recurring revenue growth- achieved a rise of ~ $1 million in recurring monthly license fee revenue over prior year quarter Sales were slightly weaker than prior-year first quarter Improvement in new accounts offset by lack of significant term renewals Operating Loss of $2.1 million flat over prior year

Takeaways from the Quarter (cont) OFCF was impacted by decrease in cash receipts Timing of ~ $6 million in trade receivables Expenses decreased $2.4 million versus prior- year quarter primarily due to: Approximately $8 million FX benefit Approximately $4 million in restructuring benefit $5 million in professional fees/severance and business reinvestment Both FX and interest rate swaps were negative contributors in the quarter in the combined amount of approximately $1.2 million

Expense Walk Q1 2008 to Q1 2009 Professional fees of approximately $2.6 million were related to: Recruitment fees Consulting fees related to operational process improvement Professional legal and audit fees related to the Q1 2008 restatement Professional legal and audit fees related to the Q1 2008 restatement Professional legal and audit fees related to the Q1 2008 restatement Professional legal and audit fees related to the Q1 2008 restatement Professional legal and audit fees related to the Q1 2008 restatement

Backlog is Still a Significant Contributor to current period Revenue Similar to Q1-08, revenue derived primarily from backlog Sold smaller number of term extensions versus prior-year quarter as customer accounts expiring in Q2 did not sign early 60-month backlog contribution to revenue relatively consistent over prior- year quarter year quarter year quarter year quarter year quarter year quarter

Enhanced Operating Expense Presentation Cost of Software redefined as amortization of purchased technology AND third party product royalties Definition now in sync with industry standards Product Management costs reclassified primarily to R&D Depreciation & Amortization (except for purchased technology) broken out on separate line item Prior period amounts reclassified to conform to current presentation No impact to prior period total expenses or net income

Re-affirmation of Guidance Phasing is consistent with what we expected upon announcement of Q4 and annual guidance in February Do not currently anticipate any change in guidance Expect Q2 sales figures to comfortably exceed prior year Q2 sales of $99.9 million Q2 sales of $99.9 million Q2 sales of $99.9 million Q2 sales of $99.9 million Q2 sales of $99.9 million Q2 sales of $99.9 million

Appendix

Operating Free Cash Flow ($ millions) Quarter Ended March 31, Quarter Ended March 31, 2009 2008 Net cash provided by operating activities* $2.8 $ 46.5 Adjustments: Net after-tax cash payments associated with employee-related actions 1.6 0.5 Early termination of facility 0.0 0.6 Less capital expenditures (5.3) (2.6) Less alliance Technical enablement expenditures (1.7) (0.9) Proceeds from alliance agreement 0.0 1.2 Operating Free Cash Flow $(2.6) $45.3 *OFCF is defined as net cash provided (used) by operating activities, excluding cash payments associated with the early termination of leases, cash payments associated with one-time employee related actions, less capital expenditures and plus or minus net proceeds from IBM. All figures estimated tax effect at 35%.

60-Month Backlog ($ millions) Quarter Ended Quarter Ended Quarter Ended March 31, December 31, March 31, 2009 2008 2008 Americas $791 $771 $730 EMEA 466 480 523 Asia/Pacific 153 156 154 Backlog 60-Month $1,410 $1,407 $1,408 ACI Deferred Revenue $137 $124 $137 ACI Other 1,273 1,282 1,271 Backlog 60-Month $1,410 $1,407 $1,408

Revenues by Channel ($ millions) Quarter Ended March 31, Quarter Ended March 31, 2009 2008 Revenues: United States $36.3 $32.7 Americas International 13.6 11.3 Americas $49.9 $44.0 EMEA 29.0 37.3 Asia/Pacific 9.3 9.4 Revenues $88.2 $90.7

Monthly Recurring Revenue ($ millions) Quarter Ended March 31, Quarter Ended March 31, 2009 2008 Monthly license fees $17.7 $16.8 Maintenance fees 31.4 31.4 Processing Services 8.3 8.1 Monthly Recurring Revenue $57.4 $56.3

Deferred Revenue & Expense ($ millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended March 31, December 31, March 31, December 31, 2009 2008 2008 2007 Short Term Deferred Revenue $111.5 $99.9 $137.3 $115.5 Long Term Deferred Revenue $25.7 $24.3 $20.3 $27.3 Total Deferred Revenue $137.2 $124.2 $157.6 $142.8 Total Deferred Expense $12.4 $11.3 $12.7 $11.4

Non-Cash Compensation, Acquisition Intangibles and Non-Recurring Items Quarter ended March 31, 2009 Quarter ended March 31, 2009 Quarter ended March 31, 2008 Quarter ended March 31, 2008 Non-recurring items EPS Impact* $ in Millions EPS Impact* $ in Millions Employee Related Non-recurring items $0.01 $0.2 $0.00 $0.0 Amortization of acquisition-related intangibles and software 0.05 1.9 0.06 2.0 Non-cash equity-based compensation 0.05 1.7 0.05 1.7 Total: $0.11 $3.8 $0.11 $3.7 * Tax Effected at 35%

Other Income / Expense ($ millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended March 31, 2009 December 31, 2008 March 31, 2008 December 31, 2007 Interest Income $0.3 $0.7 $0.6 $0.8 Interest Expense (0.8) (1.5) (1.4) (1.4) FX Gain / Loss (0.7) 9.3 3.7 1.9 Interest Rate Swap Loss (0.4) (4.3) (3.7) (2.5) Other 0.0 0.2 (0.2) 0.2 Total Other Income (Expense) ($1.6) $4.4 ($1.0) ($1.0)

Sales by Channel and Product Division ($ millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended March 31, 2009 December 31, 2008 September 30, 2008 June 30, 2008 March 31, 2008 Sales by Channel: Americas $38.9 $119.6 $46.8 $49.9 $19.2 EMEA 17.4 47.1 53.0 42.4 30.6 Asia Pacific 4.6 22.6 6.8 7.6 14.0 Total Sales $60.8 $189.3 $106.6 $99.9 $63.8 Sales by Product Division: Retail Products $36.3 $134.3 $70.0 $55.6 $45.8 Wholesale Payments 11.4 30.3 17.6 24.9 14.4 Risk Management 4.9 14.7 5.5 5.1 1.1 Application Services 8.2 10.0 13.5 14.3 2.5 Total Sales $60.8 $189.3 $106.6 $99.9 $63.8

Non-GAAP Financial Measures ACI is presenting operating free cash flow, which is defined as net cash provided (used) by operating activities, excluding cash payments associated with one-time employee related actions, cash payments associated with early termination of leases, less capital expenditures and plus or minus net proceeds from IBM. Operating free cash flow is considered a non- GAAP financial measure as defined by SEC Regulation G. We utilize this non-GAAP financial measure, and believe it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as capital investments and acquisitions. We utilize operating free cash flow as a further indicator of operating performance and for planning investing activities. Operating free cash flow should be considered in addition to, rather than as a substitute for, net cash provided (used) by operating activities. A limitation of operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. This measure also does not exclude mandatory debt service obligations and, therefore, does not represent the residual cash flow available for discretionary expenditures. We believe that operating free cash flow is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items, which do not directly affect our ongoing cash flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow. flow.

Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. ACI also includes backlog estimates which are all software license fees, maintenance fees and services specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within the corresponding backlog period. We have historically included assumed renewals in backlog estimates based upon automatic renewal provisions in the executed contract and our historic experience with customer renewal rates. Backlog is considered a non-GAAP financial measure as defined by SEC Regulation G. Our 60-month backlog estimate represents expected revenues from existing customers using the following key assumptions: Maintenance fees are assumed to exist for the duration of the license term for those contracts in which the committed maintenance term is less than the committed license term. License and facilities management arrangements are assumed to renew at the end of their committed term at a rate consistent with our historical experiences. Non-recurring license arrangements are assumed to renew as recurring revenue streams. Foreign currency exchange rates are assumed to remain constant over the 60-month backlog period for those contracts stated in currencies other than the U.S. dollar. Our pricing policies and practices are assumed to remain constant over the 60-month backlog period. Non-GAAP Financial Measures

Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including for reasons outside of management's control. For example, our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, or general changes in economic conditions in the customer's industry or geographic location, or we may experience delays in the development or delivery of products or services specified in customer contracts which may cause the actual renewal rates and amounts to differ from historical experiences. Changes in foreign currency exchange rates may also impact the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog estimates will actually generate the specified revenues or that the actual revenues will be generated within the corresponding 60-month period. Backlog should be considered in addition to, rather than as a substitute for, reported revenue and deferred revenue. The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Non-GAAP Financial Measures

Reclassification and Trademarks The Company redefined its cost of software license fees in order to better conform to industry practice. The definition has been revised to be third-party software royalties as well as the amortization of purchased technology. Previously, cost of software license fees also included certain costs associated with maintaining software products that have already been developed and directing future product development efforts. These costs included human resource costs and other incidental costs related to product management, documentation, publications and education. These costs have now been reclassified to research and development and cost of maintenance and services. All products are trademarks or registered trademarks of their respective companies.

Forward Looking Statements This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as "believes," " will," "expects," "anticipates," "intends," and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this presentation include, but are not limited to, statements regarding the: (a) expectations and assumptions regarding the Company's sales pipeline for the second quarter and 2009 sales performance, (b) expectations regarding term renewal opportunities in EMEA and 2009 opportunities in the Americas, EMEA and Asia Pacific; (c) expectations and assumptions for 2009 sales, revenue, and GAAP operating income. Forward-looking statements can be affected by the judgments and estimates underlying such assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements, and our business, financial condition and results of operations could be materially and adversely affected. In addition, we disclaim any obligation to update any forward-looking statements after the date of this press release, except as required by law. All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in our filings with the Securities and Exchange Commission. . Such factors include, but are not limited to, risks related to the global financial crisis, restrictions and other financial covenants in our credit facility, volatility and disruption of the capital and credit markets, our restructuring efforts, the restatement of our financial statements, consolidation in the financial services industry, changes in the financial services industry, the accuracy of backlog estimates, material weaknesses in our internal control over financial reporting, our tax positions, volatility in our stock price, risks from operating internationally, increased competition, our offshore software development activities, the performance of our strategic product, BASE24-eps, the maturity of certain legacy retail payment products, demand for our products, our alliance with IBM, our outsourcing agreement with IBM, the complexity of our products and the risk that they may contain hidden defects, governmental regulations and industry standards, our compliance with privacy regulations, system failures, the protection of our intellectual property, future acquisitions and investments and litigation. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.