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): November 8, 2012 (November 8, 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.)

3520 Kraft Road

Naples, FL 34105

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (239) 403-4600

(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 November 8, 2012, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended September 30, 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 November 8, 2012
99.2	Investor presentation materials dated November 8, 2012

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: November 8, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 8, 2012
99.2	Investor presentation materials dated November 8, 2012

EX-99.1

Exhibit 99.1

News Release

ACI Worldwide, Inc. Reports Financial

Results for the Quarter Ended September 30, 2012

OPERATING HIGHLIGHTS

• Reaffirmation of full year 2012 guidance

• Strong sales bookings of $192 million across all geographies, up 67% over prior year and 23% over prior quarter

• Repurchased 312,000 shares in the open market for $13.8 million

• Repurchased outstanding IBM warrants for $29.6 million

• 1.8 million shares remaining in share repurchase authorization

• Completed the acquisition of Distra Pty Ltd

(NAPLES, FL — November 8, 2012) — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of payment systems, today announced financial results for the period ended September 30, 2012. We will hold a conference call on November 8, 2012, at 4:30 p.m. EST to discuss this information. Interested persons may also access a real-time audio broadcast of the teleconference at www.aciworldwide.com/investors.

“We achieved strong sales bookings across all geographies in the quarter driven by sales, net of term extensions. The strength in global sales underscores our 2012 growth objectives and provides us with strong forward momentum,” said Chief Executive Officer Philip Heasley. “Also, our acquisition of Distra in September further enhances our focus on product innovation and will enable cross-selling opportunities and acceleration of customer implementations when orchestrated with ACI’s suite of payments products,” continued Mr. Heasley.

FINANCIAL SUMMARY

2012 Guidance

We are reiterating our guidance for the 2012 calendar year as follows: Non-GAAP revenue to achieve a range of $706-$716 million, Non-GAAP Operating Income of $122-$127 million and Adjusted EBITDA of $188-$193 million. All guidance metrics exclude the

impact of $23 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. The Non-GAAP Operating Income and Adjusted EBITDA also exclude $31 million of acquisition and integration related one-time expenses. Previous guidance given on July 26, 2012 did not consider the aforementioned $23 million impact of the S1 deferred revenue adjustment, as follows: GAAP Revenue $683-$693 million, non-GAAP Operating Income of $99-$104 million, and Adjusted EBITDA of $165-$170 million.

Sales

Sales bookings in the quarter totaled $192 million, an increase of $77 million, or 67%, over prior year quarter. Sales net of term extensions in the quarter totaled $126 million, an increase of $51 million, or 69%, over the prior-year quarter. S1 contributed $44 million to sales in the quarter. Historical ACI sales increased $33 million, or 28%, over prior year quarter sales bookings of $115 million.

Backlog

60-month backlog increased $61 million in the quarter to $2.367 billion as compared to $2.306 billion as of June 30, 2012. 12-month backlog increased $14 million to $584 million as compared to $570 million at June 30, 2012.

Revenue

GAAP revenue increased to $155.1 million, an increase of $42.9 million, or 38%, over prior-year quarter. S1 contributed $47.8 million of revenue in the third quarter. Historical ACI revenue was impacted by approximately $2 million in unfavorable foreign currency movements as compared to the prior year quarter. Non-GAAP revenue was $159.9 million, an increase of $47.8 million, or 43%, over prior year quarter. Non-GAAP revenue excludes the impact of $4.9 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.

Operating Expenses

Excluding $4.5 million and $3.4 million of S1 acquisition related one-time expenses incurred in the quarters ended September 30, 2012 and 2011, respectively, operating expenses increased $44.8 million compared to the prior year quarter due to the addition of $44.0 million of S1 operating expenses, inclusive of $4.0 million of intangibles amortization. Total GAAP operating expenses for the quarter were $146.8 million.

Operating Income

Consolidated GAAP operating income was $8.3 million for the quarter. Non-GAAP operating income totaled $17.7 million, an increase of $3.0 million, or 20%, compared to the prior-year quarter. Non-GAAP operating income excludes the $4.9 million deferred revenue adjustment due to purchase accounting as well as the impact of $4.5 million of acquisition-related one-time expenses.

Adjusted EBITDA

Adjusted EBITDA increased to $33.6 million, an improvement of $9.5 million, or 40%, compared to the prior year quarter. Adjusted EBITDA excludes the impact of $4.9 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 and $4.4 million of acquisition related one-time expenses.

Liquidity

We ended the quarter with $87.7 million in cash on hand as of September 30, 2012. During the quarter, we repurchased approximately 312,000 shares in the open market for $13.8 million and we purchased 2.5 million warrants from IBM for a total purchase price of $29.6 million. At the end of third quarter, the remaining stock repurchase authorization was 1.8 million shares, or approximately $76 million based on the closing share price on September 30, 2012. In addition, we paid $3.1 million in principal payments on our term credit facility. Also, during the quarter, we acquired Distra for $49.8 million.

Operating Free Cash Flow

Operating free cash flow (“OFCF”) for the quarter was essentially break-even, a decrease of $25 million as compared to the prior-year quarter primarily from timing of customer billings and collections as we integrate S1 back office and corporate functions and higher capital expenditures resulting from our facilities, IT and data center consolidations.

Other Expense

Other expense for the quarter was $3.8 million, an increase of $3.6 million as compared to other expense of $0.2 million in the prior-year quarter. The variance was driven by an increase of $2.2 million in interest expense as well as a negative foreign exchange variance of $1.4 million.

Taxes

Income tax benefit in the quarter was $1.2 million compared to income tax expense of $0.5 million in the prior year quarter. The income tax benefit for the quarter ended September 30, 2012 was primarily due to the beneficial impact of domestic losses at the U.S. tax rate offset by foreign income at lower tax rates. The effective tax rate was also beneficially impacted by the release of certain tax reserves related to tax years for which the statute of limitations has expired.

Net Income and Diluted Earnings Per Share

Net income for the quarter ended September 30, 2012 was $5.7 million, compared to net income of $10.5 million during the same period last year.

Earnings per share for the quarter ended September 30, 2012 was $0.14 per diluted share compared to $0.31 per diluted share during the same period last year. Excluding the impact of $4.5 million of S1 acquisition related one-time expenses and the impact of $4.9 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 $0.29 per diluted share.

Weighted Average Shares Outstanding

Total diluted weighted average shares outstanding were 40.7 million for the quarter ended September 30, 2012 as compared to 34.3 million shares outstanding for the quarter ended September 30, 2011. The number of weighted average shares outstanding was increased by 5.8 million due to the issuance of shares related to the acquisition of S1 Corporation.

-End-

About ACI Worldwide

ACI Worldwide powers electronic payments and banking for more than 1,650 financial institutions, retailers and processors around the world. ACI software enables $12 trillion in payments each day, processing transactions for 14 of the leading global retailers, and 24 of the world’s 25 largest banks. Through our integrated suite of software products and hosted services, we deliver a broad range of solutions for payments processing, card and merchant management, online banking, mobile, branch and voice banking, fraud detection, and trade finance. To learn more about ACI and the reasons why our solutions 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

c/o Jennifer Almquist, President and Owner – Ivy Street Advisory

+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 SEPTEMBER 30,
	2012 GAAP			Adjustments			2012 Non-GAAP			2011 GAAP			Adjustments			2011 Non-GAAP			$ Diff			% Diff
Revenues: (2)
Total revenues	$	155,062		$	4,882		$	159,944		$	112,149		$	—		$	112,149		$	47,795			43	%
Expenses:
Cost of software license fees		5,874			—			5,874			3,763			—			3,763			2,111			56	%
Cost of maintenance, services and hosting fees		51,944			—			51,944			29,996			—			29,996			21,948			73	%
Research and development		34,213			—			34,213			22,481			—			22,481			11,732			52	%
Selling and marketing		20,448			—			20,448			19,814			—			19,814			634			3	%
General and administrative (3)		24,533			(4,476	)		20,057			19,068			(3,400	)		15,668			4,389			28	%
Depreciation and amortization		9,742			—			9,742			5,759			—			5,759			3,983			69	%
Total expenses		146,754			(4,476	)		142,278			100,881			(3,400	)		97,481			44,797			46	%
Operating income		8,308			9,358			17,666			11,268			3,400			14,668			2,998			20	%
Other income (expense):
Interest income		222			—			222			205			—			205			17			8	%
Interest expense		(2,620	)		—			(2,620	)		(406	)		—			(406	)		(2,214	)		545	%
Other, net		(1,430	)		—			(1,430	)		(46	)		—			(46	)		(1,384	)		3009	%
Total other income (expense)		(3,828	)		—			(3,828	)		(247	)		—			(247	)		(3,581	)		1450	%
Income before income taxes		4,480			9,358			13,838			11,021			3,400			14,421			(583	)		-4	%
Income tax (benefit) expense (4)		(1,175	)		3,275			2,100			482			—			482			1,618			336	%
Net income	$	5,655		$	6,083		$	11,738		$	10,539		$	3,400		$	13,939		$	(2,201	)		-16	%
Depreciation and amortization		13,499			—			13,499			7,221			—			7,221			6,278			87	%
Stock-based compensation (5)		2,575			(146	)		2,429			2,158			—			2,158			271			13	%
Adjusted EBITDA	$	24,382		$	9,212		$	33,594		$	20,647		$	3,400		$	24,047		$	9,547			40	%
Earnings per share information
Weighted average shares outstanding
Basic		39,126			39,126			39,126			33,495			33,495			33,495
Diluted		40,712			40,712			40,712			34,305			34,305			34,305
Earnings per share
Basic	$	0.14		$	0.16		$	0.30		$	0.31		$	0.10		$	0.42		$	(0.12	)		-28	%
Diluted	$	0.14		$	0.15		$	0.29		$	0.31		$	0.10		$	0.41		$	(0.12	)		-29	%

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

(2) Adjustment for $4.9 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.

(3) Adjust for the three months ended September 30, 2012 related to the acquisition of S1, including, $3.5 million for facility closures, $0.5 million for employee related actions, $0.1 million for termination of the IBM IT outsourcing agreement and $0.4 million for other professional fees. For the three months ended September 30, 2011, the adjustment relates to professional fees associated with the acquisition of S1.

(4) Adjustments tax effected at 35%.

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

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. Certain non-GAAP measures include:

• 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: 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 by operating activities, plus net after-tax payments associated with employee-related actions and facility disclosures, net after-tax payments associated with IBM IT outsourcing

transition, and less capital expenditures. 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 September 30,
(millions)	2012			2011
Net cash provided by operating activities	$	5.3		$	26.8
Net after-tax payments associated with employee-related actions		1.3			—
Net after-tax payments associated with lease terminations		0.7			—
Net after-tax payments associated with S1 related transaction costs		—			0.2
Net after-tax payments associated with IBM IT Outsourcing Transition		0.2			0.2
Less capital expenditures		(8.0	)		(2.7	)
Operating Free Cash Flow	$	(0.5	)	$	24.5

ACI also includes backlog estimates, which include 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) expectations that our strong global sales, net of term extensions, for the third quarter provide the company with strong forward momentum; (ii) expectations regarding revenue acceleration of customer implementations, enhanced product development, and increased sales from the Distra Pty Ltd. acquisition; and (iii) expectations 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 Forms 10-Q and 8-K.

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	September 30, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	87,682		$	197,098
Billed receivables, net of allowances of $8,020 and $4,843, respectively		135,094			93,355
Accrued receivables		36,325			6,693
Deferred income taxes, net		42,987			25,944
Recoverable income taxes		9,008			—
Prepaid expenses		15,733			9,454
Other current assets		10,677			9,320
Total current assets		337,506			341,864
Property and equipment, net		40,373			20,479
Software, net		133,603			22,598
Goodwill		505,787			214,144
Other intangible assets, net		125,552			18,343
Deferred income taxes, net		45,287			13,466
Other noncurrent assets		32,694			33,748
TOTAL ASSETS	$	1,220,802		$	664,642
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	27,470		$	11,532
Accrued employee compensation		37,808			27,955
Current portion of Term Credit Facility		15,625			—
Deferred revenue		169,190			132,995
Income taxes payable		—			10,427
Alliance agreement liability		20,667			20,667
Accrued and other current liabilities		34,389			23,481
Total current liabilities		305,149			227,057
Noncurrent liabilities
Deferred revenue		44,156			32,721
Note payable under Term Credit Facility		175,000			—
Note payable under Revolving Credit Facility		194,000			75,000
Other noncurrent liabilities		25,264			12,534
Total liabilities		743,569			347,312
Commitments and contingencies
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 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 September 30, 2012 and December 31, 2011, respectively		232			204
Common stock warrants		—			24,003
Treasury stock, at cost, 7,231,577 and 7,178,427 shares outstanding at
September 30, 2012 and December 31, 2011, respectively		(188,545	)		(163,411	)
Additional paid-in capital		531,331			322,654
Retained earnings		150,323			151,141
Accumulated other comprehensive loss		(16,108	)		(17,261	)
Total stockholders’ equity		477,233			317,330
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,220,802		$	664,642

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

	For the Three Months Ended September 30,
	2012			2011
Revenues:
Software license fees	$	39,560		$	39,249
Maintenance fees		47,920			36,928
Services		35,811			23,770
Software hosting fees		31,771			12,202
Total revenues		155,062			112,149
Expenses:
Cost of software license fees (1)		5,874			3,763
Cost of maintenance, services and hosting fees (1)		51,944			29,996
Research and development		34,213			22,481
Selling and marketing		20,448			19,814
General and administrative		24,533			19,068
Depreciation and amortization		9,742			5,759
Total expenses		146,754			100,881
Operating income		8,308			11,268
Other income (expense):
Interest income		222			205
Interest expense		(2,620	)		(406	)
Other, net		(1,430	)		(46	)
Total other income (expense)		(3,828	)		(247	)
Income before income taxes		4,480			11,021
Income tax expense (benefit)		(1,175	)		482
Net income	$	5,655		$	10,539
Earnings per share information
Weighted average shares outstanding
Basic		39,126			33,495
Diluted		40,712			34,305
Earnings per share
Basic	$	0.14		$	0.31
Diluted	$	0.14		$	0.31

(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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	For the Three Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	5,655		$	10,539
Adjustments to reconcile net income to net cash flows from operating activities
Depreciation		3,559			2,001
Amortization		9,941			5,220
Deferred income taxes		(4,748	)		795
Stock-based compensation expense		2,575			2,158
Excess tax benefit of stock options exercised		(550	)		(260	)
Other		855			123
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed and accrued receivables, net		(20,040	)		2,173
Other current and noncurrent assets		753			1,902
Accounts payable		(3,156	)		(879	)
Accrued employee compensation		1,567			4,322
Accrued liabilities		3,311			3,561
Current income taxes		1,865			(3,020	)
Deferred revenue		5,789			(385	)
Other current and noncurrent liabilities		(2,051	)		(1,499	)
Net cash flows from operating activities		5,325			26,751
Cash flows from investing activities:
Purchases of property and equipment		(6,640	)		(1,440	)
Purchases of software and distribution rights		(1,386	)		(1,302	)
Purchase of available-for-sale equity securities		—			(10,000	)
Acquisition of businesses, net of cash acquired		(49,852	)		—
Net cash flows from investing activities		(57,878	)		(12,742	)
Cash flows from financing activities:
Proceeds from issuance of common stock		290			340
Proceeds from exercises of stock options		1,253			405
Excess tax benefit of stock options exercised		550			260
Repurchases of common stock		(13,772	)		—
Repurchase of restricted stock for tax withholdings		(578	)		(312	)
Proceeds from exercises of common stock warrants		11,866			—
Cash settlement of common stock warrants		(29,596	)		—
Proceeds from revolving portion of credit agreement		24,000			75,000
Repayment of revolving credit facility		—			(75,000	)
Repayment of term portion of credit agreement		(3,125	)		—
Payments for debt issuance costs		(541	)		—
Payments on debt and capital leases		(1,205	)		(2,403	)
Net cash flows from financing activities		(10,858	)		(1,710	)
Effect of exchange rate fluctuations on cash		1,477			(3,406	)
Net increase (decrease) in cash and cash equivalents		(61,934	)		8,893
Cash and cash equivalents, beginning of period		149,616			170,807
Cash and cash equivalents, end of period	$	87,682		$	179,700

EX-99.2

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce

all the time.

Exhibit 99.2

November 8, 2012

September 30, 2012 Quarterly Results Presentation

2

Private Securities Litigation Reform Act of 1995

Safe Harbor For Forward-Looking Statements

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.

Quarterly Overview

Phil Heasley

Chief Executive Officer

4

Q3 2012 in Review

•

Strong

sales

quarter

across

all

geographies

with

$192

million

in

Q3

sales

bookings

–

Driven by Sales, net of term extensions, of $126M, up 69% over prior year and 13%

over prior quarter

•

Repurchased approximately 312,000 shares in the open market for

approximately $13.8 million

•

Resolved potential dilution from IBM warrants through settlement

•

Facilities and data center consolidation and IT in-sourcing integration on plan

•

Acquired Distra Pty. Ltd

•

Affirming full year 2012 guidance

–

YTD repurchased 1.4M shares for approximately $57.8M

–

Repurchased warrants exercisable for 2.5M shares

–

Accelerates Payments Services Hub by 3-5 years

–

Accelerates revenue recognition by improving implementation times

–

Enhances cross-sell opportunity

–

High visibility into 4Q revenue and profitability attainment

–

Sales

bookings

and

strong

pipeline

providing

forward

momentum

into

2013

Financial Review

Scott Behrens

Chief Financial Officer

6

Key  Takeaways  from the Quarter

Strong Q3 Sales Bookings

•

Strong sales growth, up $77.2 million or 67% over prior year quarter, up 23% sequentially

•

S1 Acquisition contributed approximately $44.5 million of sales

•

Sales,

net

of

term

extensions,

increased

$51

million

or

69%

over

prior

year

quarter

•

Historical ACI sales and sales, net of term extensions, up 29% and 18%, respectively over prior

year quarter

Strong Backlog Growth led by Strong Sales

•

60-month backlog growth of $61 million

•

12-month backlog growth of $14 million 

Solid Revenue Quarter

•

S1 contributed $47.8 million in revenue for the third quarter

•

Q3 GAAP revenue impacted by $4.9 million of deferred revenue haircut

•

Monthly recurring revenue comprised 68% of the quarter’s revenue

•

FX movement reduced revenues by $2 million compared to prior year quarter

Operating Expense

•

S1 contributed $44.0 million in expenses for the period 

•

Historical ACI expenses essentially flat compared to prior year quarter

•

$4.5 million of one-time S1 related integration expenses

7

Key Takeaways from the Quarter (cont)

Non-GAAP Operating Income & Adjusted EBITDA

•

Non-GAAP Operating Income of $17.7 million

•

Non-GAAP Adjusted EBITDA of $33.6 million

Debt & Liquidity

•

Ended Q3 with $87.7 million in cash

•

Repurchased

shares

and

settled

outstanding

warrants

for

combined

$43.4

million

•

Reduced Term Loan debt by approximately $3.1 million in Q3

•

As of September 30, 2012, debt outstanding of $384.6 million ($194 million in revolver and

$190.6 million in term loan)

•

Acquired Distra Pty Ltd for $49.8 million

S1 Integration

•

Facilities and Data Center consolidation plans on track

–

Remaining repurchase authorization now 1.8 million shares (or $76 million

using September 30, 2012 closing share price)

8

Reaffirmation of Full Year Guidance

Reaffirming full year guidance

•

Q4 backlog to contribute approximately 90% of expected Q4 revenue

•

Q4 sales bookings expected to approximate $310M

-

Sales, net of term extensions, to approximate $230M

•

Full year sales expected to approximate $770M

-

Full year sales,

net

of

term

extensions,

expected

to

approximate

$540M

YTD Q3

Q4

2012

Non-GAAP

+

Non-GAAP

=

Non-GAAP

Actuals

Guidance

Guidance

Non-GAAP Revenue*

461

$       

$245 - $255

$706 - $716

Non-GAAP Operating Income*

45

$        

$77 - $82

$122 - $127

Adjusted EBITDA*

90

$        

$98 - $103

$188 - $193

* Non-GAAP Guidance metrics exclude the impact of $23M of deferred revenue haircut and $31M of

one-time expenses. The prior guidance issued July 26, 2012 reflected all metrics net of the $23M

deferred revenue haircut as follows: GAAP Revenue of $683M-$693M, Adjusted EBITDA of $165M-

$170M and Non-GAAP Operating Income of $99M-$104M

9

Preliminary 2013 Outlook

•

2013 models should start with normalized 2012 as the base line (see table below)

2012

Add Back

Add Back

Normalized

Non-GAAP

+

1.5 months

+

Incremental

=

Full Year

Guidance

S1 Activity

Synergies

2012

Non-GAAP Revenue*

$706 - $716

27

$        

-

$       

$733 - $743

Non-GAAP Operating Income*

$122 - $127

-

$       

8

$          

$130 - $135

Margin

17%-18%

17%-18%

Adjusted EBITDA*

$188 - $193

-

$       

8

$          

$196 - $201

Margin

26%-27%

26%-27%

* Non-GAAP Guidance metrics exclude impact of $23M of deferred revenue haircut and $31M of one-time acquisition and

integration related expenses. Normalized 2012 assuming a full year of S1 operations and one additional quarter of phase 1

synergies of approximately 8M.

•

Growth in sales, net of term extensions, in the high single digits to low double digits

•

Revenue growth mid-to-high single digits

•

2013  operating margin approximately 19%-20%

•

2013 adjusted EBITDA margin approximately 28%-29%

•

The above margin %’s include the incremental cost savings of $15M to be realized in

2013 due to Data Center consolidation and rationalization of overlapping facilities

•

Fully diluted share count to approximate 40M (excluding future share buy-back activity)

Appendix

2012 Guidance Summary

11

2012

Add Back

2012

Add Back

2012

GAAP

+

One-time

=

Prior

+

Def Rev

=

Non-GAAP

Guidance

Expenses

Guidance

Haircut

Guidance

Revenue*

$683 - $693

-

$       

$683 - $693

23

$        

$706 - $716

Operating Income*

$68 - $73

31

$        

$99 - $104

23

$        

$122 - $127

Adjusted EBITDA*

$134 - $139

31

$        

$165 - $170

23

$        

$188 - $193

* Non-GAAP Guidance metrics exclude impact of $23M of deferred revenue haircut and $31M of one-time acquisition and integration

related expenses. The prior guidance issued July 26, 2012 reflected all metrics net of the $23M deferred revenue haircut as follows:

GAAP Revenue of $683M-$693M, Adjusted EBITDA of $165M-$170M and Non-GAAP Operating Income of $99M-$104M

12

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%

12/31/2010

$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%

12/31/2011

$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%

6/30/2012

$156,188

$9,855

$102,417

$43,916

6%

66%

28%

9/30/2012

$192,310

$23,802

$102,576

$65,932

12%

53%

34%

New Accounts / New

Applications

SEP YTD 12

$456,960

$39,614

$263,596

$153,750

SEP YTD 11

$384,949

$50,781

$162,089

$172,079

Variance

$72,011

($11,167)

$101,506

($18,328)

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

Sep 12

Qtr Ended

Sep 11

% Growth or

Decline

Americas

$91,689

$67,735

35.4%

EMEA

60,856

40,239

51.2%

Asia-Pacific

39,766

7,115

458.9%

Total Sales

$192,310

$115,089

67.1%

Sales Type

Qtr Ended

Sep 12

Qtr Ended

Sep 11

% Growth or

Decline

New Account / New Application

$23,802

$17,356

37.1%

Add-on Business

102,576

57,611

78.1%

Term Extension

65,932

40,123

64.3%

Total Sales

$192,310

$115,089

67.1%

Total Sales

Sales Type

13

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

Revenue

Qtr Ended

Sep 12

Qtr Ended

Sep 11

% Growth or

Decline

Revenue from Backlog

$146,814

$106,842

37.4%

Revenue from Sales

8,248

5,307

55.4%

Total Revenue

$155,062

$112,149

38.3%

Revenue from Backlog

95%

95%

Revenue from Sales

5%

5%

Revenue

14

Operating Free Cash Flow ($ millions)

15

* Tax effected at 35%

Quarter Ended September 30,

2012

2011

Net cash provided by operating activities

$5.3

$26.8

Adjustments:

Net after-tax payments associated with

employee-related actions*

1.3 

-

Net after-tax payments associated with lease

terminations*

0.7

-

Net after-tax payments associated with S1-

related transaction costs*

-

0.2

Net after-tax payments associated with IBM IT

Outsourcing Transition*

0.2 

0.2

Less capital expenditures

(8.0)

(2.7) 

Operating Free Cash Flow

$(0.5)

$24.5

Q3 Cash Walk ($ millions)

16

Beginning Cash (2Q 2012)

$149.6

Plus: net cash provided by operating activities*

5.3

Net cash before investing and financing activities

154.9

Cash flow from Investing Activities

    Less: Capital Expenditures

(8.0)

    Less: Acquisition of Distra

(49.8)

Net cash from investing activities

(57.8)

Cash flow from Financing Activities

    Plus: Proceeds from Stock Options

2.1

    Plus: Net proceeds (repayment) on credit facility

20.9

    Less: Net cash settlement from IBM warrants

(17.7)

    Less: Repurchases of common stock

(13.8)

    Less: Payments on capital leases and other

(2.3)

    Foreign exchange impact on cash

1.5

Net cash from financing activities and FX

(9.4)

Ending Cash (3Q 2012)

$87.7

* Net cash provided by operating activies includes $2.2 million in one-time after-tax payments related to

integration and IT insourcing.

60-Month Backlog ($ millions)

17

Quarter Ended

September 30,

June 30,

September 30,

2012

2012

2011

Americas

$1,419

$1,414

$  894

EMEA

686

653

520

Asia/Pacific

262

239

189

Backlog 60-Month

$ 2,367

$ 2,306

$1,603

Deferred Revenue

$   213

$   204

$  156

Other

2,154

2,102

1,447

Backlog 60-Month

$ 2,367

$ 2,306

$1,603

Quarter Ended September 30,

2012

2011

Revenues:

United States

$69.4  

$  46.5

Americas International

18.4  

13.3

Americas

$87.8

$ 59.8

EMEA

42.8

38.6

Asia/Pacific

24.5

13.7

Revenues

$155.1

$112.1

Revenues by Channel ($ millions)

18

Monthly Recurring Revenue ($ millions)

19

Quarter Ended September 30,

2012

2011

Monthly Software License Fees

$24.7

$23.5

Maintenance Fees

47.6

36.5

Hosting Services

33.0

12.8

Monthly Recurring Revenue

$105.3

$72.8

Deferred Revenue and Expense ($ millions)

20

Quarter Ended

September 30,

June 30,

September 30,

June 30,

2012

2012

2011

2011

Short Term Deferred

Revenue

$169.2

$165.1

$123.9

$131.7

Long Term Deferred

Revenue

44.2

38.7

32.5

30.0

Total Deferred Revenue

$213.4

$203.8

$156.4

$161.7

Total Deferred Expense

$9.8

$9.9

$11.7

$12.6

Non-Cash Compensation, Acquisition Intangibles and

Software, and Acquisition-Related Expenses

21

* Tax Effected at 35% 

Quarter ended

September 30, 2012

Quarter ended

September 30, 2011

EPS Impact*

$ in Millions

EPS Impact*

$ in Millions

Amortization of acquisition-

related intangibles

$  0.05

$   2.1

$  0.03

$  1.1

Amortization of acquisition-

related software

0.06

2.3

0.02

0.8

Non-cash equity-based

compensation

0.04

1.7

0.04

1.4

Total:

$0.15

$6.1

$0.09

$3.3

Other Income / Expense ($ millions)

22

Quarter Ended

September 30,

2012

June 30,

2012

September 30,

2011

June 30,

2011

Interest Income

$0.2

$0.2

$0.2

$0.2

Interest Expense

($2.6)

($2.9)

($0.4)

($0.4)

FX Gain / Loss

($1.4)

($0.3)

($0.1)

$0.3

Other

$0.0

$0.0

$0.0

$0.0

Total Other Income

(Expense)

($3.8)

($3.0)

($0.3)

$0.1

Adjusted EBITDA

23

Quarter Ended

September 30, 2012

Quarter Ended

September 30, 2011

Net Income

$5.7

$10.5

Income tax expense (benefit)

(1.2)

0.5

Net Interest Expense

2.4

0.2

Net Other Expense

1.4

0.1

Depreciation Expense

3.6

2.0

Amortization Expense

9.9

5.2

Non-Cash Compensation Expense

2.6

2.2

Adjusted EBITDA

$24.4

$20.7

Deferred revenue

4.9

-

Employee-related actions

0.3

-

Facility closure costs

3.5

-

IT exit costs

0.1

-

Other one-time S1-related expenses

0.4

3.4

Adjusted EBITDA ex one-time expenses

$33.6

$24.1

Non-GAAP Operating Income

Quarter Ended

September 30, 2012

Quarter Ended

September 30, 2011

Operating Income

$8.3

$11.3

Plus:

Deferred Revenue

4.9

-

Employee-related actions

0.5

-

Facility closure costs

3.5

-

IT exit costs

0.1

-

Other one-time S1-related expenses

0.4

3.4

Non-GAAP Operating Income

$17.7

$14.7

24

Non-GAAP Financial Measures

25

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.  Certain non-GAAP measures include:   

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: 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.

Non-GAAP Financial Measures

26

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

activities, plus net after-tax payments associated with employee-related actions and facility disclosures,

net after-tax payments associated with IBM IT outsourcing transition, and less capital expenditures. 

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. 

ACI also includes backlog estimates, which include 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.

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:

•

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

•

Expectations regarding sales pipelines and momentum; profitability attainment;

accelerated revenue recognition, expedited product development and increased sales

from the Distra Pty Ltd. acquisition; and market trends; and

•

Expectations

regarding

2012

and

2013

financial

guidance

related

to

sales

bookings,

revenue,

operating

income

and

EBITDA,

diluted

share

counts,

cost

savings

from

data

center consolidations and overall cost synergies.

28

Forward-Looking Statements

29

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 Forms 10-Q

and 8-K.

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce all

the time, without fail.

www.aciworldwide.com