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 3, 2012 (May 3, 2012)

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:

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

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

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

¨ 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.

On May 3, 2012, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended March 31, 2012. 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 3, 2012
99.2	Investor presentation materials dated May 3, 2012

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, Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date: May 3, 2012

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 3, 2012
99.2	Investor presentation materials dated May 3, 2012

4

EX-99.1

Exhibit 99.1

News Release

ACI Worldwide, Inc. Reports Financial

Results for the Quarter Ended March 31, 2012

OPERATING HIGHLIGHTS

• 60-month backlog increased approximately $700 million largely due to the S1 acquisition

• Non-GAAP operating income increased $10.2 million or 135%

• Non-GAAP revenue increased $37.4 million, or 36%, over first quarter 2011

• $33 million of annualized cost synergies achieved, 10% more than plan

• Reaffirmation of full year guidance

(NEW YORK — May 3, 2012) — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of payment systems, today announced financial results for the period ended March 31, 2012. We will hold a conference call on May 3, 2012, 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.

“ACI had a solid first quarter. Revenue from backlog grew 34% over prior-year as we concluded service implementations and added higher recurring maintenance and hosting revenues to our predictable business model,” said Chief Executive Officer Philip Heasley. “We also closed the S1 acquisition in mid-February and effected cost savings by the end of the first quarter which will amount to $33 million on an annualized basis. We remain excited about cross-selling opportunities that lie ahead of us now that the former S1 employees have joined the ACI family.”

FINANCIAL SUMMARY

Sales

Sales bookings in the quarter totaled $108.5 million. In the prior-year quarter sales bookings were $122.9 million. S1 contributed $24.4 million to sales in the quarter.

Backlog

60-month backlog increased $700 million to $2.317 billion as compared to $1.617 billion at December 31, 2011. 12-month backlog increased $158 million to $582 million as compared to $424 million at December 31, 2011. Contribution of the former S1 Corporation backlog accounted for $705 million of the rise in 60-month backlog and $174 million of the 12-month backlog during the quarter.

Revenue

Non-GAAP revenue increased $37.4 million, or 36%, over prior-year first quarter. Non-GAAP revenue excludes the impact of $4.3 million of deferred revenue that would have been recognized in the normal course of business by S1 but was not recognized due to GAAP purchase accounting requirements. GAAP revenue increased $33.1 million, or 32%, over prior-year first quarter. The acquisition of S1 Corporation contributed $22.5 million of revenue in the quarter for the period February 13-March 31, 2012.

Operating Expenses

Excluding $15.0 million of S1 acquisition related one-time expenses, operating expenses increased $27.2 million compared to the prior-year quarter primarily from the addition of S1. Total GAAP operating expenses for the quarter were $139.2 million.

Operating Income

Non-GAAP operating income increased $10.2 million, or 135%, compared to the prior-year quarter. GAAP operating income decreased $9.1 million compared to the prior-year quarter. Non-GAAP operating income excludes the deferred revenue adjustment due to purchase accounting as well as $15.0 million of S1 acquisition-related one-time expenses.

Adjusted EBITDA

Adjusted EBITDA increased to $31.1 million, growth of $14.4 million, or 86%, compared to the prior year quarter. Adjusted EBITDA excludes $15.0 million of acquisition related one-time expenses and the impact of $4.3 of million deferred revenue that would have been recognized in the normal course of business by S1 but was not recognized due to GAAP purchase accounting requirements.

Liquidity

We had $201.1 million in cash on hand as of March 31, 2012. The Company also paid $3.1 million in principal payments for the term credit facility during the first quarter 2012. Year to date to May 2, 2012, we repurchased 185,800 shares for $7.1 million. The maximum remaining dollar value of shares authorized for purchase under the stock repurchase program was approximately $68.0 million.

During Q1 2012, we received proceeds of $295 million from our credit facility to partially fund the purchase of S1 Corporation.

Operating Free Cash Flow

Operating free cash flow (“OFCF”) for the quarter was $4.0 million, a decrease of $8.3 million as compared to the March 2011 quarter.

Other Expense

Other expense for the quarter was $0.8 million, essentially flat as compared to other expense of $0.7 million in the March 2011 quarter.

Taxes

Income tax benefit in the quarter was $0.6 million, or a 23% effective tax rate, compared to income tax expense of $5.2 million, or a 76% rate, in the prior-year quarter. The income tax benefit for the quarter ended March 31, 2012 was favorably impacted by income in our foreign jurisdictions taxed as a lower rate and a loss in the US being taxed at a higher rate.

Net Income (loss) and Diluted Earnings Per Share

Net loss for the quarter ended March 31, 2012 was $1.8 million, compared to net income of $1.6 million during the same period last year, a reduction of $3.4 million.

Earnings (loss) per share for the quarter ended March 31, 2012 was $(0.05) per diluted share compared to $0.05 per diluted share during the same period last year. Excluding the impact of $15.0 million of S1 acquisition related one-time expenses and the impact of $4.3 of million deferred revenue that would have been recognized in the normal course of business by S1 but was not recognized due to GAAP purchase accounting requirements, earnings per share was $0.28 per diluted share.

Weighted Average Shares Outstanding

Total diluted weighted average shares outstanding were 36.7 million for the quarter ended March 31, 2012 as compared to 34.0 million shares outstanding for the quarter ended March 31, 2011. The number of weighted average shares outstanding was increased by 2.7 million due to the issuance of shares related to the acquisition of S1 Corporation. 7.1 million options to purchase shares, restricted share awards, common stock warrants and contingently issuable shares were excluded from the diluted earnings per share computation as their effect would have been anti-dilutive.

2012 Guidance

We are reiterating our annual guidance based upon what we are seeing in our business markets to date. Hence, guidance for calendar year is as follows: Revenue to achieve a range of $696-706 million, Operating Income of $99-104 million and Adjusted EBITDA of $165-170 million. Guidance for the year excludes the impact of professional fees and transaction-related expenses associated with the acquisition of S1 Corporation.

-End-

About ACI Worldwide

ACI Worldwide powers electronic payments for more than 800 financial institutions, retailers and processors around the world, with its broad and integrated suite of electronic payment software. More than 90 billion times each year, ACI’s solutions process consumer payments. On an average day, ACI software manages more than US$12 trillion in wholesale payments. And for more than 160 organizations worldwide, ACI software helps to protect their customers from financial crime. To learn more about ACI and understand why we are trusted globally, please visit www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on Twitter @ACI_Worldwide.

For more information contact:

Tamar Gerber, Vice President, Investor Relations & Financial Communications

ACI Worldwide

+1 402 778 1990

invrel@aciworldwide.com

Non-GAAP Financial Measures

ACI Worldwide, Inc.

Reconciliation of Selected GAAP Measures to Non-GAAP Measures (1)

(unaudited and in thousands, except per share data)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2012 GAAP			Adjustments			2012 Non-GAAP			2011 GAAP			$ Diff			% Diff
Revenues: (2)
Total revenues	$	137,625		$	4,300		$	141,925		$	104,543		$	37,382			36	%
Expenses:
Cost of software license fees		4,932			—			4,932			3,442			1,490			43	%
Cost of maintenance, services and hosting fees		40,891			—			40,891			29,607			11,284			38	%
Research and development		30,933			—			30,933			23,130			7,803			34	%
Selling and marketing		20,698			—			20,698			19,294			1,404			7	%
General and administrative (3)		34,362			(14,970	)		19,392			16,362			3,030			19	%
Depreciation and amortization		7,422			—			7,422			5,210			2,212			42	%
Total expenses		139,238			(14,970	)		124,268			97,045			27,223			28	%
Operating income (loss)		(1,613	)		19,270			17,657			7,498			10,159			135	%
Other income (expense):
Interest income		249			—			249			238			11			5	%
Interest expense		(1,891	)		—			(1,891	)		(643	)		(1,248	)		194	%
Other, net		878			—			878			(302	)		1,180			-391	%
Total other income (expense)		(764	)		—			(764	)		(707	)		(57	)		8	%
Income (loss) before income taxes		(2,377	)		19,270			16,893			6,791			10,102			149	%
Income tax expense (4)		(555	)		6,745			6,190			5,169			1,021			20	%
Net income (loss)	$	(1,822	)	$	12,526		$	10,704		$	1,622		$	9,082			560	%
Depreciation and amortization		10,195			—			10,195			6,819			3,376			50	%
Stock-based compensation (5)		5,618			(2,400	)		3,218			2,369			849			36	%
Adjusted EBITDA	$	14,200		$	16,870		$	31,070		$	16,686		$	14,384			86	%
Earnings (loss) per share information
Weighted average shares outstanding
Basic		36,707			36,707			36,707			33,318
Diluted (6)		36,707			38,005			38,005			33,983
Earnings (loss) per share
Basic	$	(0.05	)	$	0.34		$	0.29		$	0.05		$	0.24			499	%
Diluted	$	(0.05	)	$	0.33		$	0.28		$	0.05		$	0.23			490	%

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for commparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

(2) Adjustment for $4.3 million of deferred revenue that would have been recognized in the normal course of business by S1 but was not recognized due to GAAP pruchase accounting requirements.

(3) One-time expense related to the acquistion of S1, including, $7.4 million for employee related actions, $4.1 million for S1 acquisition fees and $ 1.1 million for other professional fees.

(4) Adjustments tax effected at 35%.

(5) Accelerated stock compensation expense for terminated employees related to the S1 acquisition.

(6) Diluted shares in the non-GAAP adjustment column includes dilutive effect of stock options, restricted share awards, and common stock warrants as if the Company had net income for the reported period.

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measure indicated in the tables, which exclude certain business combination accounting entries and expenses related to the acquisition of S1, as well as other significant non-cash expenses such as depreciation, amortization and share-based compensation, that we believe are helpful in understanding our past financial performance and our future results. The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. 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.

• Non-GAAP revenue, revenue plus deferred revenue that would have been recognized in the normal course of business by S1 if not for GAAP purchase accounting requirements. Non-GAAP revenue should be considered in addition to, rather than as a substitute for, revenue.

• Non-GAAP operating income, operating income (loss) plus deferred revenue that would have been recognized in the normal course of business by S1 if not for GAAP purchase accounting requirements and one-time expense related to the acquisition of S1. Non-GAAP operating income should be considered in addition to, rather than as a substitute for, operating income.

• Adjusted EBITDA, which is defined as net income (loss) plus income tax expense, net interest income (expense), net other income (expense), depreciation, amortization and non-cash compensation, as well as deferred revenue that would have been recognized in the normal course of business by S1 if not for GAAP purchase accounting requirements and one-time expense related to the acquisition of S1. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, operating income.

• ACI is also presenting operating free cash flow, which is defined as net cash provided (used) by operating activities, less net after-tax payments associated with cash settlement of S1 stock options and S1 related transaction costs, net after-tax payments associated with IBM IT outsourcing transition, 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 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.

Reconciliation of Operating Free Cash Flow	Quarter Ended March 31,
(millions)	2012			2011
Net cash provided by (used by) operating activities		($12.6	)	$	17.9
Net after-tax payments associated with cash settlement of S1 options		10.2			—
Net after-tax payments associated with S1 related transaction costs		7.7			—
Net after-tax payments associated with employee-related actions		0.6			1.5
Net after-tax payments associated with IBM IT Outsourcing Transition		0.2			0.2
Less capital expenditures		(2.1	)		(7.0	)
Less alliance technical enablement expenditures		0.0			(0.3	)
Operating Free Cash Flow	$	4.0		$	12.3

• 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.

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 press release include, but are not limited to, statements regarding: (i) our expectations related to annual cost savings expected from the S1 acquisition, and (ii) expectations and assumptions regarding 2012 financial guidance related to revenue, operating income and adjusted EBITDA.

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 and the continuing decline in the global economy, restrictions and other financial covenants in our credit facility, volatility and disruption of the capital and credit markets and adverse changes in the global economy, risks related to the expected benefits to be achieved in the transaction with S1, , consolidations and failures in the financial services industry, the accuracy of management’s backlog estimates, the cyclical nature of our revenue and earnings and the accuracy of forecasts due to the concentration of revenue generating activity during the final weeks of each quarter, impairment of our goodwill or intangible assets, 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, customer reluctance to switch to a new vendor, 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 International Business Machines Corporation (“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 legislation, governmental regulations and industry standards, our compliance with privacy regulations, the protection of our intellectual property in intellectual property litigation, future acquisitions, strategic partnerships and investments and litigation, the risk that expected synergies, operational efficiencies and cost savings from the S1 acquisition may not be fully realized or realized within the expected time frame. 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, Registration Statement on Form S-4, and subsequent reports on Form 8-K.

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except share and per share amounts)

	March 31, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	201,080		$	197,098
Billed receivables, net of allowances of $7,982 and $4,843, respectively		115,446			93,355
Accrued receivables		23,480			6,693
Deferred income taxes, net		40,848			25,944
Recoverable income taxes		5,706			—
Prepaid expenses		17,837			9,454
Other current assets		13,124			9,320
Total current assets		417,521			341,864
Property and equipment, net		45,714			20,479
Software, net		108,268			22,598
Goodwill		487,535			214,144
Other intangible assets, net		129,774			18,343
Deferred income taxes, net		7,278			13,466
Other noncurrent assets		32,586			33,748
TOTAL ASSETS	$	1,228,676		$	664,642
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	22,834		$	11,532
Accrued employee compensation		34,122			27,955
Current portion of Term Credit Facility		14,375			—
Deferred revenue		177,801			132,995
Income taxes payable		270			10,427
Alliance agreement liability		20,667			20,667
Accrued and other current liabilities		28,762			23,481
Total current liabilities		298,831			227,057
Deferred revenue		29,487			32,721
Note payable under Term Credit Facility		182,500			—
Note payable under Revolving Credit Facility		170,000			75,000
Alliance agreement noncurrent liability		18,683			12,534
Other noncurrent liabilities		699,501			347,312
Total liabilities
Commitments and contingencies
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2012 and December 31, 2011		—			—
Common stock; $0.005 par value; 70,000,000 shares authorized; 46,606,796 and 40,821,516 shares issued at March 31, 2012 and December 31, 2011, respectively		232			204
Common stock warrants		24,003			24,003
Treasury stock, at cost, 6,834,010 and 7,178,427 shares outstanding at March 31, 2012 and December 31, 2011, respectively		(158,796	)		(163,411	)
Additional paid-in capital		528,838			322,654
Retained earnings		149,319			151,141
Accumulated other comprehensive loss		(14,421	)		(17,261	)
Total stockholders’ equity		529,175			317,330
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,228,676		$	664,642

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

	FOR THE THREE MONTHS ENDED MARCH 31,
	2012			2011
Revenues:
Software license fees	$	50,910		$	43,724
Maintenance fees		43,735			35,070
Services		22,852			15,371
Software hosting fees		20,128			10,378
Total revenues		137,625			104,543
Expenses:
Cost of software license fees (1)		4,932			3,442
Cost of maintenance, services and hosting fees (1)		40,891			29,607
Research and development		30,933			23,130
Selling and marketing		20,698			19,294
General and administrative		34,362			16,362
Depreciation and amortization		7,422			5,210
Total expenses		139,238			97,045
Operating income (loss)		(1,613	)		7,498
Other income (expense):
Interest income		249			238
Interest expense		(1,891	)		(643	)
Other, net		878			(302	)
Total other income (expense)		(764	)		(707	)
Income (loss) before income taxes		(2,377	)		6,791
Income tax expense (benefit)		(555	)		5,169
Net income (loss)	$	(1,822	)	$	1,622
Earnings (loss) per share information
Weighted average shares outstanding
Basic		36,707			33,318
Diluted		36,707			33,983
Earnings (loss) per share
Basic	$	(0.05	)	$	0.05
Diluted	$	(0.05	)	$	0.05

(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, services and hosting fees excludes charges for depreciation.

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	2012			2011
Cash flows from operating activities:
Net income (loss)	$	(1,822	)	$	1,622
Adjustments to reconcile net income to net cash flows from operating activities
Depreciation		2,673			1,683
Amortization		7,522			5,136
Deferred income taxes		3,223			2,868
Stock-based compensation expense		5,618			2,369
Excess tax benefit of stock options exercised		(1,936	)		(895	)
Other		(1,322	)		72
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed and accrued receivables, net		22,793			9,422
Other current and noncurrent assets		(2,026	)		(2,420	)
Accounts payable		(543	)		(2,921	)
Accrued employee compensation		(28,412	)		(10,564	)
Accrued liabilities		(10,181	)		(2,995	)
Current income taxes		(12,189	)		(2,746	)
Deferred revenue		3,922			17,894
Other current and noncurrent liabilities		66			(582	)
Net cash flows from operating activities		(12,614	)		17,943
Cash flows from investing activities:
Purchases of property and equipment		(1,316	)		(5,188	)
Purchases of software and distribution rights		(776	)		(1,844	)
Alliance technical enablement expenditures		—			(256	)
Acquisition of businesses, net of cash acquired		(270,948	)		(16,729	)
Net cash flows from investing activities		(273,040	)		(24,017	)
Cash flows from financing activities:
Proceeds from issuance of common stock		386			300
Proceeds from exercises of stock options		4,399			1,782
Excess tax benefit of stock options exercised		1,936			895
Repurchases of common stock		(6,241	)		—
Repurchase of restricted stock for tax withholdings		(2,237	)		(346	)
Proceeds from revolver portion of credit agreement		95,000			—
Proceeds from term portion of credit agreement		200,000			—
Repayment of term portion of credit agreement		(3,125	)		—
Payments for debt issuance costs		(553	)		—
Payments on debt and capital leases		(796	)		(524	)
Net cash flows from financing activities		288,769			2,107
Effect of exchange rate fluctuations on cash		867			1,539
Net increase in cash and cash equivalents		3,982			(2,428	)
Cash and cash equivalents, beginning of period		197,098			171,310
Cash and cash equivalents, end of period	$	201,080		$	168,882
Supplemental cash flow information
Income taxes paid, net	$	11,816		$	7,845
Interest paid	$	1,740		$	562

EX-99.2

May 3, 2012

March 31, 2012 Quarterly Results Presentation

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce

all the time.

Exhibit 99.2

2

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

3

Quarterly Overview

Phil Heasley

Chief Executive Officer

4

Q1 2012 in Review

•

Acquisition of S1 Corporation completed on February 13

–

Achieved $33 million in annual cost savings; 10% above plan

–

$24 million to be realized in FY 2012

•

Announced combined company product strategy on April 25

•

Acquisition of S1 contributes $705 million to 60-month backlog

•

Strong revenue growth due to 10% rise in organic revenues as well as S1

acquisition

•

Solid

Operating

Income

and

Adjusted

EBITDA

excluding

transaction

costs

5

Business Overview

Ralph Dangelmaier

President, Global Markets

Q1 2012 Overview

Americas

•

New account with leading  multi-national

institution; Wholesale Banking  system and

Proactive Risk Manager/Anti-Money

Laundering solution for international

payments

•

New

account

with

Venezuelan

bank

–

S1

Payments

•

Regional U.S. Financial Institution

committed to BASE24-eps upgrade

•

A number of mobile deals for online

banking were completed late 2011, all

poised for go-lives

•

Leading retailer committed to ACI’s AOD

offering

Asia Pacific

•

Major re-commitment and add-on signing

by leading processor in Singapore

•

Key

new

account

with

State

-

owned

bank

in China for international payments

•

Key add-on wins in Indonesia and Thailand

EMEA

•

Significant add-on with Italian  payments

processor

•

Two BASE24-eps migrations in Saudi

Arabia and Bahrain

•

Major  infrastructure sale  in Central

Europe

6

7

S1 Acquisition Integration Update

•

Initial Customer Feedback

•

Americas  -

Viewed as a more strategic partner with expanded

presence and wider breadth of product offering for customers

•

EMEA  -

Expanded  merchant retail and wholesale offerings,  a more

strategic partner  with a substantial presence in Africa

•

APAC  -

Expanded wholesale and merchant retailer offerings;  viewed

as a more strategic partner

•

Opportunity

to

cross-sell

additional

solutions

–

international

online

banking solution & international retailer solution

•

Combined company product strategy unveiled

•

Pipeline is strong across all geographies

8

Financial Review

Scott Behrens

Chief Financial Officer

Key  Takeaways  from the Quarter

Normal Q1 Seasonal Sales

•

Q1 2011 was a record sales quarter

•

Stronger add-on sales in Q1 2012

60-Month Backlog Growth of $700 million; 12-month growth of ~ $160 million

•

Backlog improvement driven by the addition of S1 backlog

Strong Revenue Quarter

•

Organic revenue growth of $10.6 million or 10%

•

S1

contributed

$22.5

million

in

revenue

for

the

period

Feb

13-

Mar

31

•

Q1 revenue impacted by $4.3 million of deferred revenue haircut

•

Monthly recurring revenue comprised 66% of the quarter’s revenue

9

10

Key Takeaways from the Quarter (cont)

Operating Expense

•

Flat organic expenses

•

S1

contributed

$26.4

million

in

expenses

for

the

period

Feb

13-

Mar

31

•

$15.0 million of acquisition related one-time expenses including severance,

change-in-control, investment banker fees and other professional fees

Operating Income & Adjusted EBITDA

•

Operating Income of $13.4 million ex acquisition related one-time expenses

•

Adjusted EBITDA of $26.7 million ex acquisition related one-time expenses

Debt & Liquidity

Ended Q1 with $201 million in cash

YTD repurchased 185,800 shares of stock for approximately $7 million 

Reduced Term Loan debt by approximately $3 million in Q1

As of March 2012, debt outstanding of $366.9 million ($170 million in revolver

and $196.9 million in term loan)

Backlog as a Contributor of Quarterly Revenue

•

Backlog from monthly recurring revenues and project go-lives

continues to drive current quarter GAAP revenue

•

Revenue from current quarter sales consistent with prior quarters

11

Revenue

Qtr Ended

Mar 12

Qtr Ended

Mar 11

% Growth or

Decline

Revenue from Backlog

$132,500

$99,121

33.7%

Revenue from Sales

5,125

5,422

-5.5%

Total Revenue

$137,625

$104,543

31.6%

Revenue from Backlog

96%

95%

Revenue from Sales

4%

5%

Revenue

Reaffirmation of 2012 Guidance

12

Key Metrics

2012 Low

2012 High

Revenue

$696

$706

Operating Income*

$99

$104

Adjusted EBITDA*

$165

$170

* Guidance excludes all S1 acquisition related one-time expenses

Original v Revised Purchase Accounting Assumptions

$ millions

Original

Assumption

Revised

Assumption

Margin

Impact 

Deferred Revenue Haircut

20

20

($8)

67% in 2012;

33% in 2013

100% in 2012

Intangible amortization

$12

$6

$4

Synergy Savings

30

33

$2

75% in 2012;

100% in 2013

75% in 2012;

100% in 2013

Other Valuation Adjustment

$2

Net Benefit

Even

13

Appendix

14

Historic Sales By Quarter 2010-2012

New Accounts / New

Applications

3/31/2010

$81,142

$5,758

$35,066

$40,318

7%

43%

50%

6/30/2010

$107,985

$1,224

$68,474

$38,287

1%

63%

35%

9/30/2010

$161,269

$11,290

$89,364

$60,615

7%

55%

38%

12/30/2010

$174,827

$43,988

$59,622

$71,217

25%

34%

41%

3/31/2011

$122,904

$13,695

$50,305

$58,904

11%

41%

48%

6/30/2011

$146,956

$19,730

$54,174

$73,052

13%

37%

50%

9/30/2011

$115,089

$17,356

$57,611

$40,123

15%

50%

35%

12/31/11

$171,385

$12,906

$104,460

$54,019

8%

61%

32%

3/31/2012

$108,462

$5,958

$58,602

$43,902

5%

54%

40%

New Accounts / New

Applications

MAR YTD 12

$108,462

$5,958

$58,602

$43,902

MAR YTD 11

$122,904

$13,695

$50,305

$58,904

Variance

($14,441)

($7,737)

$8,298

($15,002)

Quarter-End

Sales

Term Extension

Add-on Business

inc. Capacity

Upgrades &

Term Extension

Add-on Business

inc. Capacity

Upgrades &

Total Economic Value of

Sales

Sales Mix by Category

Sales By Region by Geography and Type

Channel

Qtr Ended

Mar 12

Qtr Ended

Mar 11

% Growth or

Decline

Americas

$71,196

$76,699

-7.2%

EMEA

25,024

38,490

-35.0%

Asia-Pacific

12,243

7,715

58.7%

Total Sales

$108,462

$122,904

-11.8%

Total Sales

Sales Type

Qtr Ended

Mar 12

Qtr Ended

Mar 11

% Growth or

Decline

New Account / New Application

$5,958

$13,695

-56.5%

Add-on Business

58,602

50,305

16.5%

Term Extension

43,902

58,905

-25.5%

Total Sales

$108,462

$122,904

-11.8%

Sales Type

Operating Free Cash Flow ($ millions)

16

Quarter Ended March 31,

2012

2011

Net cash provided by operating activities

$(12.6)

$17.9

Adjustments:

Net after-tax payments associated with cash

settlement of S1 options

10.2

Net after-tax payments associated with S1

transaction costs

7.7

-

Net after-tax payments associated with

employee-related actions

0.6

1.5

Net after-tax payments associated with IBM IT

Outsourcing Transition

0.2

0.2

Less capital expenditures

(2.1)

(7.0) 

Less Alliance technical enablement

expenditures

-

(0.3) 

Operating Free Cash Flow*

$4.0

$12.3

60-Month Backlog ($ millions)

17

Quarter Ended

March 31,

December 31,

March 31,

2012

2011

2011

Americas

$1,405

$912

$895

EMEA

669

514

526

Asia/Pacific

243

191

192

Backlog 60-Month

$2,317

$1,617

$1,613

Deferred Revenue

$207

$166

$175

Other

2,110

1,451

1,438

Backlog 60-Month

$2,317

$1,617

$1,613

Revenues by Channel ($ millions)

18

Quarter Ended March 31,

2012

2011

Revenues:

United States

$58.8  

$ 37.5

Americas International

15.4 

14.8

Americas

$74.2

$52.3

EMEA

44.8

42.1

Asia/Pacific

18.6

10.1

Revenues

$137.6

$104.5

Monthly Recurring Revenue ($ millions)

19

Quarter Ended March 31,

2012

2011

Monthly Software License Fees

$25.5

$31.2

Maintenance Fees

42.1

33.5

Processing Services

21.3

12.6

Monthly Recurring Revenue

$88.9

$77.3

Deferred Revenue and Expense ($ millions)

20

Quarter Ended

March 31,

December 31,

March 31,

December 31,

2012

2011

2011

2010

Short Term Deferred

Revenue

$177.8

$133.0

$141.4

$121.9

Long Term Deferred

Revenue

29.5

32.7

33.2

31.0

Total Deferred Revenue

$207.3

$165.7

$174.6

$152.9

Total Deferred Expense

$13.3

$12.2

$12.0

$11.1

Non-Cash Compensation, Acquisition Intangibles and

Software, and Acquisition-Related Expenses

21

Quarter ended

March 31, 2012

Quarter ended

March 31, 2011

EPS Impact*

$ in Millions

EPS Impact*

$ in Millions

S1 acquisition-related one-time

expense

$0.26

$9.8

$0.00

$0.00

Amortization of acquisition-

related intangibles

0.04

1.5

0.03

1.0

Amortization of acquisition-

related software

0.04

1.6

0.03

1.0

Non-cash equity-based

compensation

0.10

3.7

0.04

1.5

Total:

$0.44

$16.6

$0.10

$3.5

* Tax Effected at 35% and using hypothetical diluted weighted average share count of 38.0 million for 2012

Other Income / Expense ($ millions)

22

Quarter Ended

March 31,

2012

December 31,

2011

March 31,

2011

December 31,

2010

Interest Income

$0.2

$0.7

$0.2

$0.2

Interest Expense

($1.9)

($1.0)

($0.6)

($0.5)

FX Gain / Loss

($0.6)

($0.8)

($0.2)

($0.1)

Other

$1.5

$0.1

($0.1)

$0.0

Total Other Income

(Expense)

($0.8)

($1.0)

($0.7)

($0.4)

Adjusted EBITDA

Quarter Ended

March 31, 2012

Quarter Ended

March 31, 2011

Net Income (Loss)

$(1.8)

$1.6

Income tax expense (benefit)

(0.6)

5.2

Net Interest Expense

1.6

0.4

New Other Expense

(0.9)

0.3

Depreciation Expense

2.7

1.7

Amortization Expense

7.5

5.1

Non-Cash Compensation Expense

5.6

2.4

Adjusted EBITDA

$14.1

$16.7

Employee related actions

7.4

-

S1 acquisition related fees

4.1

-

One-time professional fees

1.1

-

Adjusted EBITDA excluding one-time

transaction expense

$26.7

$16.7

23

Non -GAAP Operating Income (loss)

24

Quarter Ended

March 31, 2012

Quarter Ended

March 31, 2011

Operating Income (Loss)

$(1.6)

$7.5

Plus

Accelerated share-based compensation

2.4

-

Employee related actions

7.4

-

S1 Acquisition related fees

4.1

-

One time professional fees

1.1

-

Non-GAAP Operating Income (loss)

$13.4

$7.5

Non-GAAP Financial Measures

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measure indicated

in the tables, which exclude certain business combination accounting entries and expenses related

to the acquisition of S1, as well as other significant non-cash expenses such as depreciation,

amortization

and

share-based

compensation,

that

we

believe

are

helpful

in

understanding

our

past

financial performance and our future results.  The presentation of these non-GAAP financial

measures should be considered in addition to our GAAP results and are not intended to be

considered in isolation or as a substitute for the financial information prepared and presented in

accordance with GAAP. 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.   

•

Non-GAAP operating income, operating income (loss) plus deferred revenue that would have been

recognized in the normal course of business by S1 if not for GAAP purchase accounting

requirements and one-time expense related to the acquisition of S1.  Non-GAAP operating income

should

be

considered

in

addition

to,

rather

than

as

a

substitute

for,

operating

income.

25

Non-GAAP Financial Measures

•

Adjusted EBITDA, which is defined as net income (loss) plus income tax expense, net interest

income (expense), net other income (expense), depreciation, amortization and non-cash

compensation, as well as deferred revenue that would have been recognized in the normal course of

business by S1 if not for GAAP purchase accounting requirements and one-time expense related to

the acquisition of S1.  Adjusted EBITDA should be considered in addition to, rather than as a

substitute for, operating income.

•

ACI is also presenting operating free cash flow, which is defined as net cash provided (used) by

operating activities, less net after-tax payments associated with cash settlement of S1 stock options

and S1 related transaction costs, net after-tax payments associated with IBM IT outsourcing

transition, 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 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

26

Non-GAAP Financial Measures

•

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.

27

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:

•

Annual cost savings expected from the S1 acquisition;

•

Strength of our pipeline across all geographies;

•

The company’s 12-month and 60-month backlog estimates and assumptions, including

our belief that backlog from monthly recurring revenues and project go-lives will continue

to drive current quarter GAAP revenue and lead to predictable quarterly performance;

and

•

Expectations regarding 2012 financial guidance related to revenue, operating income

and operating EBITDA.

28

Forward-Looking Statements

•

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 and the continuing decline in the global economy, restrictions and other

financial covenants in our credit facility, volatility and disruption of the capital and credit markets and

adverse changes in the global economy, risks related to the expected benefits to be achieved in the

transaction with S1, , consolidations and failures in the financial services industry, the accuracy of

management’s backlog estimates, the cyclical nature of our revenue and earnings and the accuracy of

forecasts due to the concentration of revenue generating activity during the final weeks of each quarter,

impairment of our goodwill or intangible assets, 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, customer reluctance to switch to a new vendor,

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

International

Business

Machines Corporation (“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 legislation, governmental regulations and industry standards,

our compliance with privacy regulations, the protection of our intellectual property in intellectual property

litigation, future acquisitions, strategic partnerships and investments and litigation, the risk that expected

synergies,

operational

efficiencies

and

cost

savings

from

the

S1

acquisition

may

not

be

fully

realized

or

realized within the expected time frame.  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, Registration Statement on Form

S-4, and subsequent reports on Form 8-K.

29

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce all

the time, without fail.

www.aciworldwide.com