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): February 24, 2010 (February 22, 2010)

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

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

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

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))

Item 2.02. Results of Operation and Financial Condition.

Item 5.02. Entry Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) On February 22, 2010, J. Ronald Totaro, Senior Vice President and Chief Operating Officer, notified ACI Worldwide, Inc. (the “Company”) that he will be resigning from the Company effective April 1, 2010. Mr. Totaro’s resignation did not result from any disagreement or dispute with the Company on any matter relating to its operations, polices or practices. The Company does not currently intend to replace the Chief Operating Officer position.

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 February 25, 2010
99.2	Investor presentation materials dated February 25, 2010

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: February 25, 2010

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 25, 2010
99.2	Investor presentation materials dated February 25, 2010

EX-99.1

Exhibit 99.1

News Release

Investors contact:	Media contact:
Tamar Gerber	Gretchen Lium
Vice President, Investor Relations & Financial Communications	IR Results
646.348.6706	303-638-9185

ACI Worldwide, Inc. Reports Financial
Results for the Quarter and Year Ended December 31, 2009

OPERATING HIGHLIGHTS

• Full year diluted EPS of $0.57, an increase of $0.27 over prior year

• Achieved $31.8 million in operating expense savings over prior-year

• Year-over-year operating income growth of 91%

• Achieved year-over-year quarterly revenue growth of 15% driven by 48 customer project “go-lives”

• Record $80 million of wholesale product sales in the quarter

	Quarter and Year													Better /
	Ended										Better /			(Worse)
	Quarter										(Worse)			Year
	ended Dec				Better / (Worse)			Better / (Worse)			Year ended			ended
	31,		Year ended		Quarter ended			Quarter ended			Dec 31,			Dec 31,
$ MMs	2009		Dec 31, 2009		Dec 31, 2008			Dec 31, 2008			2008			2008
Sales	$	170.1	$	424.6	$	(19.2	)		(10	%)	$	(35.1	)		(7	)%
Revenues	$	125.9	$	405.8	$	16.7			15	%	$	(11.9	)		(3	)%
Operating Income	$	35.0	$	41.6	$	15.4			79	%	$	19.9			91	%

(NEW YORK — February 25, 2010) — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of electronic payments software and solutions, today announced financial

results for the quarter and year ended December 31, 2009. We will hold a conference call on February 25, 2010, at 8.30 a.m. EST to discuss this information. Interested persons may also access a real-time audio broadcast of the teleconference at www.aciworldwide.com/investors.

“In 2009, ACI achieved strong growth in profitability on a stable revenue base as compared to the prior year, albeit in a much more challenging climate. Our extensive expense management exercises produced sizable operating expense reductions even while we booked significant renewal business across our enterprise at economic rates. As I anticipated, long-tenured implementation projects began to move out of our backlog in the second half of 2009 and into current period revenue. During the second half of 2009 we had 89 projects go live which represented a significant improvement over prior-year,” Chief Executive Officer Philip Heasley said.

Heasley further added, “I can reiterate my statements from last quarter. We expect our 2010 focus to remain on the operating profitability of the business as well as on growing new account and new applications activities across our geographic footprint. Lastly, we are announcing today that Ron Totaro will be leaving ACI. Ron joined us two years ago to lead a very challenging restructuring and business process improvement effort and he has successfully completed those activities at the company. We appreciate his service to ACI. Now that our major global reorganization activities are complete, we’re focused upon growing a more profitable business globally and we think that our strong management team will achieve the strategic plan objectives,” commented Heasley.

FINANCIAL SUMMARY

Sales

Sales bookings in the quarter totaled $170.1 million compared to $189.3 million in the December 2008 quarter. The $19.2 million, or 10%, reduction in period-over-period sales is primarily due to lower new account and term extension business. New customer business accounted for $9.7 million of the December 2009 quarter sales compared to $16.5 million in the December 2008 quarter sales. Term extensions contributed $57.5 million in the 2009 quarter compared to $73.3 million in the 2008 quarter. Term extensions decreased due to timing of existing customer

renewals; in 2008 renewal bookings of more significantly sized contracts occurred as compared to 2009.

On an annual basis, sales decreased by $35.1 million to total $424.6 million in fiscal year 2009 as compared to $459.7 million in fiscal year 2008. Reductions were driven by lower new applications and new accounts sales.

Revenue

Revenue was $125.9 million in the quarter ended December 31, 2009, an increase of $16.7 million, or 15%, over the prior-year period revenue of $109.2 million driven by increases in capacity, maintenance and on-demand revenues.

Revenue for the twelve months ended December 31, 2009 was $405.8 million, a decrease of $11.9 million, or 3%, compared to revenue of $417.7 million for the twelve months ended December 31, 2008. Revenue reduction is attributable largely to foreign currency fluctuations in 2009 compared to the same period in 2008.

Backlog

As of December 31, 2009, our estimated 60-month backlog was $1.517 billion compared to $1.490 billion at September 30, 2009. The quarterly increase of approximately $27 million, or 2%, in our 60-month backlog was primarily due to the large number of sales achieved in the final quarter of 2009.

As of December 31, 2009, our estimated 12-month backlog was $355 million, an increase of approximately $30 million, or 9%, from December 31, 2008, reflecting a partial recovery in foreign exchange rates as well as larger deals expected to exit backlog during calendar 2010.

Liquidity

We had $125.9 million in cash and cash equivalents on hand at December 31, 2009, an increase of $13.0 million as compared to December 31, 2008. As of December 31, 2009, we also had $75.0 million of unused borrowings under our credit facility.

Operating Free Cash Flow

Operating free cash flow for the December 2009 quarter was $29.8 million compared to $31.1 million for the December 2008 quarter. The year-over-year negative variance in operating free cash flow of $1.3 million was largely due to timing of receipts under term renewal contracts signed in the quarter.

Operating free cash flow for the twelve months ended December 31, 2009 was $30.3 million, a decrease of approximately $34.8 million over the twelve months ended December 31, 2008. Driving the decrease in operating free cash flow was prior-year non-recurring IBM alliance receipts of approximately $33 million.

Operating Expenses

Operating expenses were $90.9 million in the December 2009 quarter compared to $89.6 million in the December 2008 quarter, an increase of $1.3 million or approximately 1%. Operating expense variances over prior-year quarter were mainly driven by higher deferred expense recognition as a result of customer project go-live events in the December 2009 quarter.

Operating expenses for the twelve months ended December 31, 2009 were $364.2 million, a decrease of $31.8 million, or 8%, compared to operating expense of $395.9 million in the twelve months ended December 31, 2008. Operating expense variances over prior fiscal year were mainly driven by lower personnel and related expenses as a result of cost reduction initiatives.

Operating Income

Operating income was $35.0 million in the December 2009 quarter, an improvement of $15.4 million as compared to operating income of $19.6 million in the December 2008 quarter.

Operating income was $41.6 million in the fiscal year ended December 31, 2009, an improvement of $19.9 million as compared to operating income of $21.7 million in the fiscal year ended December 31, 2008.

Other Income and Expense

Other expense for the December 2009 quarter was $2.8 million, compared to other income of $4.4 million in the December 2008 quarter. The negative variance of $7.2 million versus the prior-year quarter resulted primarily from a $10.5 million unfavorable variance in foreign currency translation compared to the same period in the prior year. Foreign currency losses were partially offset by an improvement of $4.1 million related to the non-cash loss on the fair value of the interest rate swap.

On an annual basis, other expense for the twelve months ended December 31, 2009 was $8.5 million as compared to other income of $5.8 million for the twelve months ended December 31, 2008. Foreign currency losses during the period were partially offset by improvements in interest expense and the non-cash loss on the fair value of the interest rate swap.

Taxes

Income tax expense in the December 2009 quarter was $12.6 million, or a 39% effective tax rate, compared to an expense of $11.0 million, or a 46% effective tax rate, in the prior-year quarter. The rise in income tax expense was due to increased pre-tax income. The decline in the effective tax rate was driven by the change in the tax jurisdictions in which we generated earnings and losses versus prior year.

Income tax expense for the year ended December 2009 was $13.5 million, or a 41% effective tax rate, as compared to $17.0 million, or a 62% effective tax rate, for the prior year ended December 2008. The effective tax rate for both years was higher than the U.S. effective tax rate of 35% due to the inability to recognize income tax benefits during the period resulting from losses sustained in certain tax jurisdictions. The decline in the effective tax rate was driven by the change in the tax jurisdictions in which we generated earnings and losses versus prior year.

Net Income and Diluted Earnings Per Share

Net income for the December 2009 quarter was $19.6 million compared to net income of $12.9 million during the same period last year, an increase of $6.7 million. Net income for the year

ended December 31, 2009 was $19.6 million compared to net income of $10.6 million during the same period last year, an increase of $9.0 million.

Earnings per share for the quarter ended December 2009 was $0.57 per diluted share compared to $0.37 per diluted share during the same period last year.

Earnings per share for the twelve months ended December 31, 2009 was $0.57 per diluted share compared to $0.30 per diluted share for the prior year twelve month period. The $0.27 improvement in earnings per share was due primarily to stronger expense management in 2009 as compared to 2008 in spite of the $19 million (or approximately $0.36 per diluted share, net of tax) negative change in foreign currency during 2009 compared to the prior year foreign currency gains.

Diluted Weighted Average Shares Outstanding

Total diluted weighted average shares outstanding were 34.2 million for the quarter and 34.6 million for the twelve months ended December 31, 2009 as compared to 34.6 million shares outstanding for the quarter and 34.8 million for the twelve months ended December 31, 2008.

2010 Guidance

ACI is guiding on three metrics for calendar year 2010. We currently expect GAAP Revenue to achieve a range of $418-428 million, GAAP Operating Income of $48-50 million and Operating EBITDA of $83-86 million. ACI further anticipates relatively flat sales on a year over year basis and expects Operating Free Cash Flow to trend higher with operating income growth.

Organizational Update

ACI has further strengthened its management team with the hiring of Tony Scotto. Mr. Scotto joins ACI from 170 Systems, Inc. and will report directly to our CEO. Mr. Scotto will be responsible for ACI’s global application development organization and he will be based in our Boston office. Furthermore, Louis Blatt, Chief Product Officer, will now report directly to our CEO and continue to lead our Global Product Management and Global Marketing organization. Ralph Dangelmaier will continue as President of Global Sales & Services and also report directly

to the CEO. Effective April 1, 2010, Ron Totaro will be leaving ACI to become the CEO of a private e-commerce company.

-End-

About ACI Worldwide

     ACI Worldwide is a leading provider of software and services solutions to initiate, manage, secure and operate electronic payments for major banks, retailers and processors around the world. ACI Agile Payments Solution offers a vision for the future for financial institutions of an integrated solution that can meet all their payment needs – from a single service to a complete toolset. Today, ACI products deliver payment processing, online banking, fraud prevention and detection, and back-office services. ACI solutions provide agility, reliability, manageability and scale to customers around the world. 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 after tax cash payments associated with one-time employee related actions, IBM IT outsourcing transition and severance, and the early termination of the Watford facility lease, 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.

Reconciliation of Operating Free Cash Flow	Year Ended December 31,						Quarter Ended December 31,
(millions)	2009			2008			2009			2008
Net cash provided by operating activities	$	44.2		$	77.8		$	32.8		$	31.6
Net after-tax payments associated with employee related actions*		3.2			3.5			1.3			2.0
Net after-tax payments associated with IBM IT Outsourcing Transition and Severance*		0.3			—			—			—
Net after-tax payments associated with early termination of Watford facility lease*		—			0.6			—			—
Less capital expenditures		(10.5	)		(12.0	)		(3.4	)		(0.7	)
Less alliance technical enablement expenditures		(6.9	)		(6.3	)		(0.9	)		(2.0	)
Proceeds from Alliance agreement		0.0			1.5			0.0			0.2
Operating Free Cash Flow	$	30.3		$	65.1		$	29.8		$	31.1

* Tax Effected at 35%

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.

Operating EBITDA	Year Ended December 31,
(millions)	2009
Operating Income	$	41.6
Depreciation Expense		6.3
Amortization Expense		17.4
Non-cash Compensation Expense		7.6
Operating EBITDA	$	72.9

Operating EBITDA is defined as operating income plus depreciation and amortization and non-cash compensation.

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.

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: (i) expectations regarding the company’s ability to continue to focus on operating profitability in 2010 and its belief that it will grow new account and new applications activities in 2010; (ii) expectations regarding the ability or our management team to achieve strategic plan objectives; (iii) the Company’s 12- and 60-month backlog estimates and its expectations related to the exit of larger deals from backlog during 2010; (iv) expectations and assumptions relating to 2010 financial guidance, including GAAP revenue, GAAP operating income, operating EBITDA; and (v) expectations and assumptions related to sales and operating free cash flow during 2010.

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, the cyclical nature of our revenue and earnings, exposure to unknown tax liabilities, volatility in our stock price, risks from operating internationally, including fluctuations in currency exchange rates, increased competition, our offshore software development activities, the performance of our strategic product, BASE24-eps, the maturity of certain products, our strategy to migrate customers to our next generation products, ratable or deferred recognition of certain revenue associated with customer migrations and the maturity of certain of our products, demand for our products, failure to obtain renewals of customer contracts or to obtain such renewals on favorable terms, delay or cancellation of customer projects or inaccurate project completion estimates, business interruptions or failure of our information technology and communication systems, our alliance with IBM, our outsourcing agreement with IBM, the complexity of our products and services and the risk that they may contain hidden defects or be subjected to security breaches or viruses, compliance of our products with applicable governmental regulations and industry standards, our compliance with privacy regulations, the protection of our intellectual property in intellectual property litigation, 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.

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

	December 31,			December 31,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	125,917		$	112,966
Billed receivables, net of allowances of $2,732 and $1,920, respectively		98,915			77,738
Accrued receivables		9,468			17,412
Deferred income taxes		17,459			17,005
Recoverable income taxes		—			3,140
Prepaid expenses		12,079			9,483
Other current assets		10,224			8,800
Total current assets		274,062			246,544
Property, plant and equipment, net		17,570			19,421
Software, net		30,037			29,438
Goodwill		204,850			199,986
Other intangible assets, net		26,906			30,347
Deferred income taxes		26,024			12,899
Other assets		10,594			14,207
TOTAL ASSETS	$	590,043		$	552,842
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	17,591		$	16,047
Accrued employee compensation		24,492			19,955
Deferred revenue		106,349			99,921
Income taxes payable		10,681			78
Alliance agreement liability		10,507			6,195
Accrued and other current liabilities		25,780			24,068
Total current liabilities		195,400			166,264
Deferred revenue	$	31,533			24,296
Note payable under credit facility		75,000			75,000
Deferred income taxes		—			2,091
Alliance agreement noncurrent liability		21,980			37,327
Other noncurrent liabilities		30,067			34,023
Total liabilities		353,980			339,001
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2009 and December 31, 2008	$	—		$	—
Common stock; $0.005 par value; 70,000,000 shares authorized; 40,821,516 shares issued at December 31, 2009 and December 31, 2008		204			204
Common stock warrants		24,003			24,003
Treasury stock, at cost, 6,784,932 and 5,909,000 shares outstanding at December 31, 2009 and December 31, 2008, respectively		(158,652	)		(147,808	)
Additional paid-in capital		307,279			302,237
Retained earnings		78,094			58,468
Accumulated other comprehensive loss		(14,865	)		(23,263	)
Total stockholders’ equity		236,063			213,841
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	590,043		$	552,842

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

	Three Months Ended December 31,
	2009			2008
Revenues:
Software license fees	$	57,461		$	46,797
Maintenance fees		37,089			31,748
Services		31,361			30,666
Total revenues		125,911			109,211
Expenses:
Cost of software license fees (1)		3,818			3,414
Cost of maintenance and services (1)		29,757			24,450
Research and development		18,530			14,997
Selling and marketing		16,269			15,907
General and administrative		17,811			26,691
Depreciation and amortization		4,756			4,180
Total expenses		90,941			89,639
Operating income		34,970			19,572
Other income (expense):
Interest income		178			678
Interest expense		(1,073	)		(1,460	)
Other, net		(1,929	)		5,172
Total other income (expense)		(2,824	)		4,390
Income before income taxes		32,146			23,962
Income tax expense		12,585			11,024
Net income (loss)	$	19,561		$	12,938
Earnings (loss) per share information
Weighted average shares outstanding
Basic		34,011			34,433
Diluted		34,205			34,610
Earnings (loss) per share
Basic	$	0.58		$	0.38
Diluted	$	0.57		$	0.37

(1) The cost of software license fees excludes charges for depreciation but includes amortization of purchased and developed software for resale. The cost of maintenance and services excludes charges for depreciation.

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

	For the Three Months Ended
	December 31,
	2009			2008
Cash flows from operating activities:
Net income	$	19,561		$	12,938
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation		1,577			1,752
Amortization		4,673			3,847
Tax expense of intellectual property shift		549			172
Amortization of debt financing costs		84			84
Gain on reversal of asset retirement obligation		(40	)		—
Gain on transfer of assets under contractual obligations		—			(219	)
Loss on disposal of assets		28			37
Change in fair value of interest rate swaps		220			4,271
Deferred income taxes		(2,700	)		3,342
Stock-based compensation expense		977			106
Tax benefit of stock options exercised		3			43
Changes in operating assets and liabilities:
Billed and accrued receivables, net		(13,301	)		(5,553	)
Other current assets		1,746			479
Other assets		423			1,457
Accounts payable		231			1,815
Accrued employee compensation		118			(752	)
Proceeds from alliance agreement		—			348
Accrued liabilities		3,217			1,379
Current income taxes		8,847			6,504
Deferred revenue		5,007			743
Other current and noncurrent liabilities		1,570			(1,221	)
Net cash flows from operating activities		32,790			31,572
Cash flows from investing activities:
Purchases of property and equipment		(696	)		(222	)
Purchases of software and distribution rights		(2,672	)		(511	)
Alliance technical enablement expenditures		(932	)		(1,985	)
Proceeds from alliance agreement		—			252
Proceeds from assets transferred under contractual obligations		—			30
Acquisition of businesses, net of cash acquired		(6,574	)		(169	)
Net cash flows from investing activities		(10,874	)		(2,605	)
Cash flows from financing activities:
Proceeds from issuance of common stock		278			351
Proceeds from exercises of stock options		267			242
Excess tax benefit of stock options exercised		9			1
Purchases of common stock		—			1
Common stock withheld from vested restricted stock awards for payroll tax withholdings		—			—
Payments on debt and capital leases		(305	)		(563	)
Net cash flows from financing activities		249			32
Effect of exchange rate fluctuations on cash		766			(10,374	)
Net increase in cash and cash equivalents		22,931			18,625
Cash and cash equivalents, beginning of period		102,986			94,341
Cash and cash equivalents, end of period	$	125,917		$	112,966

EX-99.2

Exhibit 99.2

December 31, 2009 Quarterly and Year End Results

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 Agenda

Phil Heasley, Chief Executive Officer Year in Review

2009 Year-End Summary Rise in all recurring revenue categories demonstrating intrinsic business improvement Particularly in maintenance revenue rise of $6.7 million over prior year Significant reduction in business operating costs Total savings of $31.8 million achieved over operating expenses in 2008 led by HR cost reduction of $29.6 million Strong sales performance notwithstanding external financial markets crisis Sold $424.6 million worth of products Better cash management controls led to strong OFCF Generated $30.3 million in OFCF through better op-ex and accounts receivable management Profitability of the business is significantly improved Strong rise in operating income to $41.6 million in 2009 as compared to $21.7 million in 2008

Ron Totaro, Chief Operating Officer Business Review

General 2009 Sales Market Summary Demonstrated ability to renew contracts at profitable rates in 2009 Resulted in higher recurring revenue business throughout the year Impact of financial markets crisis Led to further sales cycle elongation so new contracts/new apps did not sell at the same rate as they did in prior year Emergence of global accounts Positive outcome to financial crisis was customer desire to better manage global back office processes Customer interest in their back office efficiencies led to the development of a global accounts model for customers with whom we contract in multiple geographies Expect 2010 to have more new account activity, fewer renewals coming down the pipe

Q4 2009 Sales Results Q4 2009 had fewer new account and term extension dollars than prior year Prior year impacted by larger term renewals compared to 2009 renewals Slight rise in new application and add-ons Top 5 customers accounted for 35% of sales performance in the quarter as compared to 45% in Q3 2009 and 45% of sales in the preceding year quarter Negative variance versus prior year quarter due to: Differential deal size in the North American renewals market which led to significantly smaller retail payments and risk systems sales by dollar Positive variance in wholesale services due largely to Enterprise Banker and cross-sale of Money Transfer Systems in EMEA as well as large MTS add- ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas ons in Americas

Q4 2009 Channel Sales Results Sales (net of Term Extensions) Term Extension Sales Total Sales Q4 2009 v Q4 2008 Channel Performance: Americas ... Top 5 customers accounted for $57 million of sales in Q4 09 vs. $84.6 million of sales in Q4 08. Americas sales figures driven by the strong demand for wholesale products in the quarter by new accounts and existing accounts EMEA ... Top 5 customers accounted for $26 million of sales in Q4 09 vs. $24.4 million of sales in Q4 08. EMEA 2009 sales driven by retail demand at large U.K. banks and in South Africa Asia-Pacific ... Top 5 customers accounted for $11 million of sales in Q4 09 vs. $19.3 million of sales in Q4 08. Asia-Pacific sales concentrated largely in Australia with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients with both banking and industrial clients

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

Americas Q4/Year in Review Q4 revenue of $68.0 million, an increase of 18% over Q4 2008 Driven by non-recurring license fees and go-lives Annual revenue of $223.0 million, an increase of 8% over prior year Driven by increased recurring revenue and timely completion of services projects. Strong sales performance Focus in Latin America on securing customer term extensions Significant new On-Demand business (Enterprise Banker & Retail Commerce Server) While demonstrating good expense management, Americas out-performed prior- year sales/marketing 5 new On-Demand customers in the US 25 new applications sold in calendar year 2009 46 deals sold over $1 million in contract value during the year

2010 Opportunities- Americas Cross Selling Selling risk products into existing customer base Leveraging retail relationships to sell wholesale and online banking Canada Expansion of our risk footprint New BASE24-eps(r) business Extended Support Services Latin America Migration services to move customers to BASE24-eps(r) Continue to secure customer renewals

EMEA Q4/Year in Review Q4 revenue of $43.2 million, an increase of 9% over Q4 2008 revenue of $39.4 million Significant license fee revenue derived from Q4 sales Q4 large services deals at El Corte Ingles and Muslim Commercial Bank Annual revenue of $137.1 million, a decrease of 19% Prior year included $18 million from Faster Payments Initiative FX impact of $8.5 million year-over-year Significant new business on BASE24-eps(r) Cedicam France is a new customer Expansion of business with large South African bank 24 deals over $1 million in contract value in 2009 Services sales up by 52% fueled by success in selling Enhanced Support Programs 13

2010 Opportunities- EMEA Wholesale Solutions Processors Consolidated license renewals Expansion of system footprint with correlating services Back office acquisitions and alliances substantially increase the value of the retail payments proposition Northern Europe Key renewals Several large UK banks Large global processor

Asia-Pacific Q4/Year in Review Q4 revenue of $14.7 million, an increase of 23% due to significant project completion with Thai bank Recurring revenue up 6% due to customer go-lives Strong services revenues due to project completions in general Annual revenue of $45.7 million, an increase of 11% over prior year Sales impacted by overall market decline Key sales deals with Westpac, BankWest & State Bank of India 3 new customers and 4 new applications licensed during the year

2010 Opportunities- Asia Online Banking Cross Selling Selling risk products into existing customer base Cross leveraging retail relationships to sell wholesale and online banking China Direct model Retail and risk opportunities ASEAN Wholesale payments Expansion of retail footprint

Customer Revenue by Industry Type Reduction in bank/credit union revenue due to variance related to Faster Payments license fees recognized in 2008 'Processor' segment is down due to the significant project completion for Mastercard in 2008 which did not recur in 2009 3% attrition rates across the company, down from 4% in prior year

Product and Cost Containment Initiatives

Major Product Improvements/Initiatives 2009 Implemented first deployment of Proactive Risk Manager (PRM) on IBM System z using DB2 and Websphere MQ for a customer in Asia-Pacific Implemented BASE24-eps(r) 08.2 on IBM System z, with DB2 and WebSphere MQ for a customer in EMEA Delivered a significant maintenance release for Money Transfer System which addresses EMEA regulations

The Agile Payments Strategy in Action Be the leading provider of a unified solution that initiates, manages, secures and operates payments to maximize the total economic impact for our customers. Identified key products required for a holistic solution. Deconstructing products into software services. Planning organic and inorganic events to build out services. Software services will create a single platform that breaks down the silos across customers, channels, networks, payment types, and technology vendors. (tm)

Alliance Relationships Expand during 2009 Hired senior alliances leader to build and manage all synergistic third-party relationships Alliance approval model refinement begun Now instituting "Alliance Leadership Council" (ALC) approach Signed alliance with Bell ID Key IBM alliance deals in 2009 RBS Netherlands (ABN Amro) on System z Natixis Paiements & Qatar International Islamic Bank on System p IBM- related sales have risen ~31% since 2008 $162.4M total IBM alliance sales 63% of all new ACI business sales in 2009 on an IBM platform, a rise of ~3% over prior-year

Business Improvement Achievements in 2009 Rationalized headcount in mature markets and reinvested in growth regions Hired chief product officer, services leaders in EMEA and Asia as well as new EMEA sales leader Globalized Help24 customer support Purchased selected, strategic products and engineered alliances (Essentis and Bell ID) Cost containment of $31.8 million achieved overall

Financial Review Scott Behrens, Chief Financial Officer

Key Takeaways from the Quarter Strong Operating Income Rise of ~$15 million versus Q4 2008; rise of $23 million compared to Q3 OFCF of $29.8 million Sequential improvement of $40.2 million compared to Q3 2009 Revenue growth of 15%; achieved $125.9 million in the current quarter versus $109.2 million in December 2008 quarter Increase attributable to rise in capacity, maintenance, ALF and monthly recurring fees $5.8 million growth in recurring revenue Strong sales in an unusual market environment Better mix than prior-year which was heavily weighted towards large term renewals Achieved $170 million, or $19 million less than prior year quarter, yet sales up 77% sequentially versus Q3 Strong Americas sales growth but, similar to prior year, weighted towards add-ons and renewals 24

Key Takeaways from the Year Higher Operating Income Rise of ~$20 million versus 2008 Recurring Revenue rise of approximately $8 million Revenue essentially flat y-o-y excluding impact of FX Expenses down dramatically as a result of restructuring ~$30 million reduction in personnel related costs Other Income/Expense significantly more negative in 2009 than in 2008 Led by full year negative variance of $19.1 million in FX Non-cash loss on interest rate swaps improved $4.2 million year- over-year

Backlog is the Significant Driver of Current Period Revenue Larger reliance on go-lives (48 achieved in Q4) and revenue releases from backlog than in prior fourth quarters as more projects successfully reached the end of their implementations Fewer large renewals compared to 2008 resulted in lower revenue from sales in the quarter Fewer large renewals compared to 2008 resulted in lower revenue from sales in the quarter Fewer large renewals compared to 2008 resulted in lower revenue from sales in the quarter Fewer large renewals compared to 2008 resulted in lower revenue from sales in the quarter 26

Revenue Phasing is consistent over past two years Revenue Phasing is consistent over past two years Q2 2008 revenue was higher than a normal quarter due to Faster Payments regulatory mandate in the UK Generally we see stronger revenue in the second half of the year

Operating Income doubled over the past 8 quarters Operating income also remains back-half loaded and has grown significantly as we rationalized expenses globally significantly as we rationalized expenses globally significantly as we rationalized expenses globally

Performance versus 2009 Guidance Achieved $424.6 million in sales Signed $170 million of business in Q4 2009 alone Led by ~$107 million in US sales of which ~$80 million were wholesale accounts sold primarily to large banks First quarter wholesale purchases in US exceeded retail Revenue of ~ $406 million in line with our expectations and also relatively flat over 2008 when accounting for European currencies impact Consistent with prior year, annual results led strongly by the 'hockey stick' of the second half Revenue was less dependent on non-recurring ILFs and implementations Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance Operating Income of $41.6 million exceeded our revised positive guidance

2010 Guidance Revenue Expect revenue growth even as we anticipate fewer term renewals in 2010 where revenue recognition occurs immediately Operating Income Operating income improves from the on-going focus on profitable sales and efficient expense management 15%-20% growth range implies expense growth of 2%-3.25% or $371- $376 million Operating EBITDA D&A increases from $23.7 million to approximately $26M 123R expected to run approximately the same as 2009 at $7.6 million Operating EBITDA = operating income + Depreciation & Amortization + non- cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation cash compensation

Other factors impacting Guidance Sales will be flat over 2009 performance Expenses Cash expenses should grow approximately 2-3% in calendar year Dep'n and Amortization of approximately $26 million Non Cash compensation expense of approximately $7-8 million OFCF should trend higher in line with operating income growth Capex in the $15 million range Cash taxes to be approximately $19 million in 2010 Phasing Margin will be a hockey stick in 2010, similar to performance in prior years

Appendix

Operating Free Cash Flow ($ millions) Quarter Ended December 31, Quarter Ended December 31, 2009 2008 Net cash provided by operating activities* $32.8 $ 31.6 Selected non-recurring items: Net after-tax cash payments associated with employee-related actions 1.3 2.0 Less capital expenditures (3.4) (0.7) Less alliance technical enablement expenditures (0.9) (2.0) Proceeds from alliance agreement 0.0 0.2 Operating Free Cash Flow $29.8 $31.1 *OFCF is defined as net cash provided (used) by operating activities, excluding cash payments associated with the cash settlement of stock options, 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 December 31, September 30, December 31, 2009 2009 2008 Americas $850 $829 $773 EMEA 510 505 480 Asia/Pacific 157 156 157 Backlog 60-Month $1,517 $1,490 $1,410 ACI Deferred Revenue $138 $132 $124 ACI Other 1,379 1,358 1,286 Backlog 60-Month $1,517 $1,490 $1,410

Revenues by Channel ($ millions) Quarter Ended December 31, Quarter Ended December 31, 2009 2008 Revenues: United States $55.7 $43.9 Americas International 12.3 13.9 Americas $68.0 $57.8 EMEA 43.2 39.4 Asia/Pacific 14.7 12.0 Revenues $125.9 $109.2

Monthly Recurring Revenue ($ millions) Quarter Ended December 31, Quarter Ended December 31, 2009 2008 Monthly license fees $18.5 $18.3 Maintenance fees 37.1 31.7 Processing Services 8.3 8.1 Monthly Recurring Revenue $63.9 $58.1

Deferred Revenue & Expense ($ millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended December 31, September 30, December 31, September 30, 2009 2009 2008 2008 Short Term Deferred Revenue $106.3 $103.4 $99.9 $107.3 Long Term Deferred Revenue 31.5 28.7 24.3 23.3 Total Deferred Revenue $137.8 $132.1 $124.2 $130.6 Total Deferred Expense $12.1 $13.0 $11.3 $10.7

Non-Cash Compensation, Acquisition Intangibles and Non-Recurring Items Quarter ended December 31, 2009 Quarter ended December 31, 2009 Quarter ended December 31, 2008 Quarter ended December 31, 2008 Non-recurring items EPS Impact* $ in Millions EPS Impact* $ in Millions Employee-related $0.00 $0.0 $0.05 $1.9 Reversal of LTIP Program 0.00 0.0 (0.04) (1.4) IBM IT Outsourcing Transition Costs 0.00 0.0 0.01 0.2 Non-recurring items $0.00 $0.0 $0.02 $0.7 Amortization of acquisition-related intangibles 0.03 1.0 0.03 1.0 Amortization of acquisition-related software 0.03 0.9 0.03 0.9 Non-cash equity-based compensation 0.02 0.6 0.04 1.3 Total: $0.07 $2.5 $0.11 $3.9 * Tax Effected at 35%

Other Income/Expense ($ millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended December 31, 2009 September 30, 2009 December 31, 2008 September 30, 2008 Interest Income $0.2 $0.1 $0.7 $0.6 Interest Expense (1.1) (0.5) (1.5) (1.1) FX Gain / Loss (1.2) 1.1 9.3 1.6 Interest Rate Swap Loss (0.2) (0.7) (4.3) (0.8) Other (0.5) (0.4) 0.2 0.1 Total Other Income (Expense) ($2.8) ($0.4) $4.4 $0.4

Operating EBITDA Year Ended December 31, 2009 Operating Income $41.6 Depreciation Expense 6.3 Amortization Expense 17.4 Non-Cash Compensation Expense 7.6 Operating EBITDA $72.9 Operating EBITDA is defined as operating income plus depreciation and amortization and non-cash compensation.

Non-GAAP Financial Measures ACI is presenting operating free cash flow, which is defined as net cash provided (used) by operating activities, excluding after tax cash payments associated with one-time employee related actions, IBM IT outsourcing transition and severance, and the early termination of the Watford facility lease, 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.

Non-GAAP Financial Measures 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.

Non-GAAP Financial Measures 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.

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: Belief that the rise in recurring revenue categories in 2009 demonstrates intrinsic business improvement; Belief that the profitability of the business is significantly improved and that the financial crisis has led to customer desire to better manage global back office process; Expectations regarding 2010 having more new account activity and fewer renewals coming down the pipe; Expectations regarding opportunities in the Americas, EMEA and Asia-Pacific with respect to cross selling risk products and leveraging retail relationships to sell wholesale and online banking products, expanding our risk footprint in Canada and obtaining new BASE24-eps(r) business, extended support services, migration of Latin American customers to BASE24- eps(r), securing Latin American customer renewals, wholesale solutions, consolidated license renewals with processors and expansion of our system footprint with correlating services, increasing the value of our retail payments proposition with our back office acquisitions and alliances, obtaining key renewals in Northern Europe; growth of our direct model in China, retail and risk opportunities in China, growth of wholesale payments and expansion of our retail footprint in ASEAN; The company's Agile Payments Solution strategy, market perception of this strategy and expectations that this strategy will result in a greater number of customer implementations and enhanced financial results; Expectations regarding our ability to build and manage all synergistic third-party relationships; The company's 12- and 60-month backlog estimates; Expectations regarding 2010 financial guidance, including GAAP revenue, GAAP operating income, operating EBITDA and assumptions regarding other factors impacting our 2010 financial guidance, including sales, expenses and operating free cash flow; and Expectations regarding our cyclical quarterly results and our belief that we will have similar "hockey stick" performance in 2010.

Forward Looking Statements (Cont) 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, the cyclical nature of our revenue and earnings, exposure to unknown tax liabilities, volatility in our stock price, risks from operating internationally, including fluctuations in currency exchange rates, increased competition, our offshore software development activities, the performance of our strategic product, BASE24-eps, the maturity of certain products, our strategy to migrate customers to our next generation products, ratable or deferred recognition of certain revenue associated with customer migrations and the maturity of certain of our products, demand for our products, failure to obtain renewals of customer contracts or to obtain such renewals on favorable terms, delay or cancellation of customer projects or inaccurate project completion estimates, business interruptions or failure of our information technology and communication systems, our alliance with IBM, our outsourcing agreement with IBM, the complexity of our products and services and the risk that they may contain hidden defects or be subjected to security breaches or viruses, compliance of our products with applicable governmental regulations and industry standards, our compliance with privacy regulations, the protection of our intellectual property in intellectual property litigation, 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. 46