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 7, 2013 (November 7, 2013)

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 Rd, Suite 300

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 7, 2013, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended September 30, 2013. 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 Operation and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated November 7, 2013

99.2 Investor presentation materials dated November 7, 2013

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: November 7, 2013

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 7, 2013
99.2	Investor presentation materials dated November 7, 2013

4

EX-99.1

Exhibit 99.1

News Release

ACI Worldwide, Inc. Reports Financial

Results for the Quarter Ended September 30, 2013

HIGHLIGHTS

• Non-GAAP revenue of $216 million, up 35% over last year and up 11% ex ORCC

• SNET bookings growth up 17% over last year

• Repurchased 1.3 million shares in the quarter, totaling 1.7 million year-to-date

• Adjusted EBITDA margin of 29%, up from 21% in Q3 last year

• Full year 2013 financial guidance increased for the acquisition of Official Payments

NAPLES, FLA — November 7, 2013 — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of payment systems, today announced financial results for the period ended September 30, 2013. Management will host a conference call at 8:30 am EST to discuss these results as well as 2013 guidance. Interested persons may access a real-time audio broadcast of the teleconference at www.aciworldwide.com/investors or use the following numbers for dial in participation: US/Canada: (866) 914-7436, International/Local: +1 (817) 385-9117. Please provide your name, the conference name ACI Worldwide, Inc. and conference code 90345878. There will be a replay available for two weeks on (855) 859-2056 for US/Canada Dial-In and +1 (404) 537- 3406 for International/Local Dial-In participants.

“ACI had another busy and productive quarter,” commented Phil Heasley, ACI President and CEO. “The acquisition of Official Payments extends our reach and strengthens our position within our fastest growing business, electronic bill payment. Online Resources continues to perform as, or better than, expected and we are on track to achieve our targeted $27 million in synergies. Organically, our Q3 revenues grew 11% and our sales bookings net of term extensions grew 17% in the quarter.”

FINANCIAL SUMMARY

Financial Results for Q3

Q3 non-GAAP revenue of $216 million grew 35%, or $56 million, from last year’s quarter. After adjusting for Online Resources’ $37 million contribution, organic revenue grew 11% in the quarter. Monthly recurring revenue grew to $151 million, up $46 million, and represented 71% of total revenue in the quarter. Excluding Online Resources, recurring revenue grew 9% from Q3 2012.

New sales bookings, net of term extensions (SNET), excluding the contribution from Online Resources, were up 2% compared to last year’s Q3. Consolidated SNET bookings grew 17%, while Online Resources’ specific SNET grew $4 million, or 24% in the third quarter from Q3 2012. Our 12-month backlog dropped from last quarter to $740 million, down $6 million, or $11 million adjusted for foreign currency fluctuations, while our 60- month backlog increased to $3.11 billion, up $28 million, or $8 million adjusted for foreign currency fluctuations.

Q3 non-GAAP operating income was $40 million versus $18 million in last year’s third quarter. Consolidated GAAP operating income was $30 million for the quarter, versus $8 million in Q3 2012. Adjusted EBITDA of $62 million was $28 million above last year’s quarter of $34 million and represented 29% margin versus 21% margin last year. Non-GAAP net income was $21 million, or $0.52 per diluted share, in Q3 2013, versus non-GAAP net income of $12 million, or $0.29 per diluted share in Q3 2012. GAAP net income was $14 million, or $0.35 per diluted share, versus $6 million, or $0.14 per diluted share in Q3 2012.

We ended the third quarter with $167 million in cash on hand. Operating free cash flow (“OFCF”) for the quarter was $27 million, up from a negative $1 million in Q3 of last year. The quarter finished with a debt balance of $764 million, up from $661 million last quarter due to our recent debt offering. We have repurchased $81 million of our stock year-to-date as of November 6^th and have approximately $108 million remaining on our current authorization.

Official Payments Acquisition

ACI closed the acquisition of Norcross, GA-based Official Payments on November 5^th. Official Payments is a leading provider of electronic bill payment solutions in the U.S.,

serving federal, state and local governments, municipal utilities, higher education institutions and charitable giving organizations. With more than 3,000 customers representing access to over 100 million end users, the company processes approximately 20 million payments and over $9 billion in volume annually.

Updated Guidance

We are updating our full year financial expectations given the acquisition of Official Payments, which closed November 5^th, 2013. We expect Official Payments to contribute approximately $18 to $20 million in non-GAAP revenue and $1 million in adjusted EBITDA. Our new guidance ranges include non-GAAP revenue of $883 to $905 million, non-GAAP operating income of $165 to $175 million, and our adjusted EBITDA range is $257 to $267 million. Additionally, we continue to expect full year 2013 new sales bookings to increase organically (excluding ORCC) in the mid teens from last year’s results.

End-

About ACI Worldwide

ACI Worldwide powers electronic payments and banking for more than 2,600 financial institutions, retailers, billers and processors around the world. ACI software enables $13 trillion in payments each day, processing transactions for more than 250 of the leading global retailers, and 18 of the world’s 20 largest banks. Through our comprehensive 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; trade finance; and electronic bill presentment and payment. To learn more about ACI, please visitwww.aciworldwide.com. You can also find us on Twitter @ACI_Worldwide.

For more information contact:

John Kraft, Vice President, Investor Relations & Strategic Analysis

ACI Worldwide

239-403-4627

john.kraft@aciworldwide.com

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude certain business combination accounting entries related to the acquisition of S1 and Online Resources and significant transaction related expenses, 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, Online Resources and Official Payments 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, Online Resources and Official Payments if not for GAAP purchase accounting requirements and significant transaction related expenses. 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, Online Resources and Official Payments if not for GAAP purchase accounting requirements and significant transaction related expenses. 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 closures, net after-tax payments associated with acquisition related transaction costs, net after-tax payments associated with IBM IT outsourcing transition and termination, 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.

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, facilities management, and software hosting 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 with respect to the Online Resources and Official Payments acquisitions and the performance of those businesses; and (ii) expectations regarding 2013 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, increased competition, the performance of our strategic product, BASE24-eps, demand for our products, restrictions and other financial covenants in our credit facility, consolidations and failures in the financial services industry, customer reluctance to switch to a new vendor, the accuracy of management’s backlog estimates, 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, 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, volatility and disruption of the capital and credit markets and adverse changes in the global economy, our existing levels of debt, impairment of our goodwill or intangible assets, litigation, future acquisitions, strategic partnerships and investments, risks related to the expected benefits to be achieved in the transaction with Online Resources, 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, 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, business interruptions or failure of our information technology and communication systems, our offshore software development activities, risks from operating internationally, including fluctuations in currency exchange rates, exposure to unknown tax liabilities, and volatility in our stock price. 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,			December 31,
	2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	166,511		$	76,329
Billed receivables, net of allowances of $6,969 and $8,117, respectively		166,649			176,313
Accrued receivables		32,303			41,008
Deferred income taxes, net		66,461			34,342
Recoverable income taxes		4,287			5,572
Prepaid expenses		21,106			16,746
Other current assets		18,377			5,816
Total current assets		475,694			356,126
Property and equipment, net		50,400			41,286
Software, net		176,263			129,314
Goodwill		630,739			501,141
Other intangible assets, net		190,591			127,900
Deferred income taxes, net		34,774			63,370
Other noncurrent assets		43,034			31,749
TOTAL ASSETS	$	1,601,495		$	1,250,886
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	39,453		$	33,926
Accrued employee compensation		40,298			35,194
Current portion of term credit facility		41,398			17,500
Deferred revenue		129,230			139,863
Income taxes payable		5,095			3,542
Deferred income taxes, net		574			174
Accrued and other current liabilities		39,372			36,400
Total current liabilities		295,420			266,599
Noncurrent liabilities
Deferred revenue		67,308			51,519
Note payable under term credit facility		422,855			168,750
Note payable under revolving credit facility		—			188,000
Senior Notes		300,000			—
Deferred income taxes, net		12,626			14,940
Other noncurrent liabilities		26,590			26,721
Total liabilities		1,124,799			716,529
Commitments and contingencies
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issuedand outstanding at September 30, 2013 and December 31, 2012		—			—
Common stock; $0.005 par value; 70,000,000 shares authorized; 46,606,796 shares issued at September 30, 2013 and December 31, 2012		232			232
Treasury stock, at cost, 8,164,923 and 7,159,023 shares at September 30, 2013and December 31, 2012, respectively		(252,769	)		(186,784	)
Additional paid-in capital		539,252			534,953
Retained earnings		213,464			199,987
Accumulated other comprehensive loss		(23,483	)		(14,031	)
Total stockholders’ equity		476,696			534,357
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,601,495		$	1,250,886

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

	Three Months Ended September 30,
	2013			2012
Revenues:
Software license fees	$	56,236		$	39,560
Maintenance fees		60,457			47,920
Services		30,240			35,811
Software hosting fees		67,006			31,771
Total revenues		213,939			155,062
Expenses:
Cost of software license fees (1)		5,888			5,874
Cost of maintenance, services, and hosting fees (1)		80,948			51,944
Research and development		33,642			34,213
Selling and marketing		24,098			20,448
General and administrative		24,559			24,533
Depreciation and amortization		15,249			9,742
Total expenses		184,384			146,754
Operating income		29,555			8,308
Other income (expense):
Interest income		159			222
Interest expense		(7,453	)		(2,620	)
Other, net		(3,152	)		(1,430	)
Total other expense		(10,446	)		(3,828	)
Income before income taxes		19,109			4,480
Income tax expense (benefit)		5,347			(1,175	)
Net income	$	13,762		$	5,655
Income per share information
Weighted average shares outstanding
Basic		39,125			39,126
Diluted		39,807			40,712
Income per share
Basic	$	0.35		$	0.14
Diluted	$	0.35		$	0.14

(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,
	2013			2012
Cash flows from operating activities:
Net income	$	13,762		$	5,655
Adjustments to reconcile net income to net cash flows from operating activities
Depreciation		5,569			3,559
Amortization		13,108			9,941
Provision for doubtful accounts receivable		(1,484	)		115
Deferred income taxes		1,436			(4,748	)
Stock-based compensation expense		3,386			2,575
Excess tax benefit of stock options exercised		(883	)		(550	)
Other		1,607			740
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed and accrued receivables, net		3,754			(20,040	)
Other current and noncurrent assets		(1,957	)		753
Accounts payable		(4,298	)		(3,156	)
Accrued employee compensation		3,005			1,567
Accrued liabilities		5,080			3,311
Current income taxes		2,415			1,865
Deferred revenue		(15,856	)		5,789
Other current and noncurrent liabilities		285			(2,051	)
Net cash flows from operating activities		28,929			5,325
Cash flows from investing activities:
Purchases of property and equipment		(2,432	)		(6,640	)
Purchases of software and distribution rights		(2,300	)		(1,386	)
Acquisition of businesses, net of cash acquired		—			(49,852	)
Net cash flows from investing activities		(4,732	)		(57,878	)
Cash flows from financing activities:
Proceeds from issuance of common stock		594			290
Proceeds from exercises of stock options		4,309			1,253
Excess tax benefit of stock options exercised		883			550
Repurchases of common stock		(68,580	)		(13,772	)
Repurchase of restricted stock and performance shares for tax withholdings		(320	)		(578	)
Exercise of common stock warrants		—			11,866
Cash settlement of common stock warrants		—			(29,596	)
Proceeds from revolver portion of credit agreement		—			24,000
Proceeds from issuance of senior notes		300,000			—
Repayment of term portion of credit agreement		(8,871	)		(3,125	)
Repayment of revolver portion of credit agreement		(188,000	)		—
Payments for debt issuance costs		(6,861	)		(541	)
Payments on debt and capital leases		(1,605	)		(1,205	)
Net cash flows from financing activities		31,549			(10,858	)
Effect of exchange rate fluctuations on cash		3,024			1,477
Net increase in cash and cash equivalents		58,770			(61,934	)
Cash and cash equivalents, beginning of period		107,741			149,616
Cash and cash equivalents, end of period	$	166,511		$	87,682

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,
	2013					2013		2012						2012
Selected Non-GAAP Financial Data	GAAP		Adj			Non-GAAP		GAAP			Adj			Non-GAAP		$ Diff		% Diff
Total revenues (2)	$	213,939	$	1,696		$	215,635	$	155,062		$	4,882		$	159,944	$	55,691		35	%
Total expenses (3)		184,384		(8,676	)		175,708		146,754			(4,476	)		142,278		33,430		23	%
Operating income		29,555		10,372			39,927		8,308			9,358			17,666		22,261		126	%
Income before income taxes		19,109		10,372			29,481		4,480			9,358			13,838		15,643		113	%
Income tax expense (benefit) (4)		5,347		3,630			8,977		(1,175	)		3,275			2,100		6,877		327	%
Net income	$	13,762	$	6,742		$	20,504	$	5,655		$	6,083		$	11,738	$	8,766		75	%
Depreciation		5,569		—			5,569		3,559			—			3,559		2,010		56	%
Amortization - acquisition related intangibles		4,701		—			4,701		3,193			—			3,193		1,508		47	%
Amortization - acquisition related software		4,513		—			4,513		3,522			—			3,522		991		28	%
Amortization - other		3,894		—			3,894		3,225			—			3,225		669		21	%
Stock-based compensation (5)		3,386		—			3,386		2,575			(146	)		2,429		957		39	%
Adjusted EBITDA	$	51,618	$	10,372		$	61,990	$	24,382		$	9,212		$	33,594	$	28,396		85	%
Earnings per share information
Weighted average shares outstanding
Basic		39,125		39,125			39,125		39,126			39,126			39,126
Diluted		39,807		39,807			39,807		40,712			40,712			40,712
Earnings per share
Basic	$	0.35	$	0.17		$	0.52	$	0.14		$	0.16		$	0.30	$	0.22		75	%
Diluted	$	0.35	$	0.17		$	0.52	$	0.14		$	0.15		$	0.29	$	0.23		79	%

(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 deferred revenue that would have been recognized in the normal course of business by ORCC and S1 but was not recognized due to GAAP purchase accounting requirements.

(3) Expense for significant transaction related transactions, including, $5.2 million for employee related actions, $1.0 million for facility closures and $2.5 million for professional and other fees in 2013 and $0.5 million for employee related actions, $3.5 million for facilitiy closures, $0.1 million for termination of the IBM IT outsourcing agreement and $0.3 million for other professional fees in 2012.

(4) Adjustments tax effected at 35%.

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

	Quarter Ended September 30,
Reconciliation of Operating Free Cash Flow (millions)	2013			2012
Net cash provided (used) by operating activities	$	28.9		$	5.3
Net after-tax payments associated with employee-related actions (4)		1.5			1.3
Net after-tax payments associated with lease terminations (4)		0.5			0.7
Net after-tax payments associated with significant transaction related expenses (4)		0.9			—
Net after-tax payments associated with IBM IT Outsourcing Transition (4)		—			0.2
Less capital expenditures		(4.7	)		(8.0	)
Operating Free Cash Flow	$	27.1		$	(0.5	)

(5) Amounts are tax effected at 35%.

EX-99.2

September 30, 2013 Quarterly Results Presentation

November 7, 2013

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce

all the time.

Exhibit 99.2

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

Q3 2013 in Review

4

•

Official Payments acquisition closed

•

Completed $300 million bond offering

•

Q3 non-GAAP revenue up 11% organically

•

SNET bookings up 17%

•

Pipeline strong across all regions

•

Showing early success with Universal Payments Platform (UPP)

•

Repurchased ~$81 million of ACI stock YTD through November 6, 2013

•

Increasing guidance given Official Payments acquisition

•

Hosting

Investor

Day

November

14

th

, 2013

Financial Review

Scott Behrens

Chief Financial Officer

6

Key  Takeaways from the Quarter

•

Official

Payments

acquisition

completed

November

5

th

2013

–

Expected to contribute $18 to $20 million in revenue for the period November 5, 2013 through

December 31, 2013

–

Expected to achieve $8 million in annualized cost synergies by December 31, 2013

•

New Sales Bookings

–

Q3 organic new sales bookings up 2%

–

FY 2013 pipeline remains strong

–

Expect full year organic new sales bookings growth to be in the mid-teens

•

Backlog versus Q2

–

12 month backlog of $740 million, down $6 million, or $11 million after adjusting for fx

–

60 month backlog of $3.11 billion,  up $28 million, or $8 million after adjusting for fx

•

Strong Revenue Growth

–

Non-GAAP revenue increased 11% organically, or 35% including Online Resources (ORCC)

–

ORCC contributed $37 million in Q3

–

Recurring

revenue

grew

to

$151

million,

or

71%

of

total

revenue,

up

9%

organically

–

Q3 revenue impacted by $2

million in deferred revenue haircut

•

Strong Operating Free Cash Flow

–

Q3 OFCF $27 million, up from negative $1 million last year

7

Key  Takeaways from the Quarter

•

Operating Expense

•

Non-GAAP Operating Income and Adjusted EBIDTA

Q3 non-GAAP operating income of $40 million, up $22 million or 126% over last year

Adjusted EBITDA of $62 million, up $28 million or 85% over last year

•

Debt & Liquidity

Ended quarter with $167 million in cash

As of November 6

th

, repurchased ~1.7 million shares, or 4% of outstanding shares

$108 million remaining on share buy-back authorization

$300 million bond offering provides financial flexibility

Paid down Revolving Credit Facility with bond proceeds

Operating expense increase driven primarily from inclusion of ORCC operations

ORCC

contributed

$34

million

to

Q3

operating

expense

Incurred $9 million of expenses related to significant transaction and integration-related

expenses including severance and professional fees

8

2013 Guidance

Expect Official Payments to contribute $18 to $20 million in revenue for the

period November 5, 2013 through December 31, 2013

Currently tracking to the low end of ranges

Excludes impact of significant transaction and integration expenses expected to

be approximately $27 million

Excludes impact of deferred revenue haircut of approximately $6 million for

2013

Organic revenue growth in the low to mid single digits

Depreciation

and

amortization

expected

to

approximate

$70-$75

million

Non-cash compensation expense to approximate $16 million

Expected to increase year over year as a percentage in the mid teens

Current Guidance

Acquisition Adjustment

Revised Guidance

Key Metrics

Low

High

Low

High

Low

High

Revenue

$865

$885

$18

$20

$883

$905

Op Income

$165

$175

$0

$0

$165

$175

Adj EBITDA

$256

$266

$1

$1

$257

$267

•

Guidance

•

FY 2013 SNET Organic (excluding ORCC and Official Payments) Outlook

Appendix

Monthly Recurring Revenue ($ millions)

10

Monthly Recurring Revenue (millions)

2013

2012

Monthly Software license fees

$22.1

$24.7

Maintenance fees

60.5

47.6

Processing services

68.4

33.0

Monthly Recurring Revenue

$105.3

September 30,

Quarter Ended

$151.0

11

Historic Sales Bookings By Quarter 2012-2013

New Accounts /

New Applications

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%

12/31/2012

$309,143

$52,206

$145,917

$111,020

12%

53%

34%

3/31/2013

$111,588

$5,778

$70,736

$35,074

5%

63%

31%

6/30/2013

$180,107

$33,717

$95,461

$50,929

19%

53%

28%

9/30/2013

$211,827

$42,345

$105,609

$63,874

20%

50%

30%

Sales

New Accounts /

New Applications

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

SEP YTD 13

$503,522

$81,840

$271,805

$149,877

SEP YTD 12

$456,960

$39,614

$263,596

$153,750

Variance

$46,562

$42,225

$8,210

($3,873)

Quarter-End

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

Total Economic

Value of Sales

Sales Mix by Category

Sales Bookings, Net of Term Extensions

12

Channel

Qtr Ended

Sep 13

Qtr Ended

Sep 12

% Growth or

Decline

Americas

$82,768

$53,677

54.2%

EMEA

39,644

42,475

-6.7%

Asia-Pacific

25,541

30,226

-15.5%

Total Sales (Net of Term Ext.)

$147,953

$126,378

17%

ORCC SNET

$19,300

ACI organic SNET

$128,653

$126,378

2%

Sales Net of Term Extensions

Non-GAAP Operating Income ($ millions)

13

Non-GAAP Operating Income (millions)

2013

2012

Operating income

$29.6

$8.3

Plus:

Deferred revenue fair value adjustment

1.7

4.9

Employee related actions

5.2

0.5

Facility closure costs

1.0

3.5

IT

exit

costs

-

0.1

Other significant transaction related expenses

2.5

0.4

Non-GAAP Operating Income

40.0

17.7

Quarter Ended

September 30,

$

$

Adjusted EBITDA ($ millions)

14

Adjusted EBITDA (millions)

2013

2012

Net income

$13.8

$5.7

Plus:

Income tax expense (benefit)

5.3

(1.2)

Net interest expense

7.3

2.4

Net other expense

3.2

1.4

Depreciation expense

5.6

3.6

Amortization expense

13.1

9.9

Non-cash compensation expense

3.4

2.6

Adjusted EBIDTA

$51.7

$24.4

Deferred revenue fair value adjustment

1.7

4.9

Employee related actions

5.2

0.3

Facility closure costs

1.0

3.5

IT

exit

costs

-

0.1

Other significant transaction related expenses

2.5

0.4

Adjusted EBIDTA excluding significant transaction

related expenses

62.1

33.6

Quarter Ended

September 30,

$

$

Operating Free Cash Flow ($ millions)

15

* Tax effected at 35%

Reconciliation of Operating Free Cash Flow

(millions)

2013

2012

Net cash provided by operating activities

$28.9

$5.3

Net after-tax payments associated with employee-related

actions

1.5

1.3

Net after-tax payments associated with facility closures

0.5

0.7

Net after-tax payments associated with significant

transaction related expenses

0.9

-

Net after-tax payments associated with IBM IT

Outsourcing Transition

-

0.2

Less capital expenditures

(4.7)

(8.0)

Operating Free Cash Flow

$27.1

($0.5)

Quarter Ended September 30,

Non-Cash Compensation, Acquisition Intangibles and

Software, and Significant Transaction Related Expenses

16

(millions)

EPS Impact

$ in Millions

(Net of Tax)

EPS Impact

$ in Millions

(Net of Tax)

Significant transaction related expenses

0.14

5.6

-

Amortization of acquisition-related intangibles

0.08

3.1

0.05

2.1

Amortization of acquisition-related software

0.08

0.06

2.3

Non-cash equity-based compensation

0.06

0.04

1.7

Total

0.36

0.15

6.1

* Tax Effected at 35%

September 30,

2013

2012

Quarter Ended

3.0

2.2

13.9

$

$

$

$

$

$

$

-

$

60-Month Backlog ($ millions)

17

Backlog 60-Month (millions)

September 30,

June 30,

March 31,

2013

2013

2013

Americas

$2,125

$2,117

$2,090

EMEA

704

691

691

Asia/Pacific

283

276

275

Backlog 60-Month

$3,112

$3,084

$3,056

Deferred Revenue

$196

$209

$205

Other

2,916

2,875

2,851

Backlog 60-Month

$3,112

$3,084

$3,056

Quarter Ended

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

18

Revenue

Qtr Ended

Sep 13

Qtr Ended

Sep 12

% Growth or

Decline

Revenue from Backlog

$202,709

$146,814

38.1%

Revenue from Sales

11,230

8,248

36.2%

Total Revenue

$213,939

$155,062

38.0%

Revenue from Backlog

95%

95%

Revenue from Sales

5%

5%

Revenue

Contract Duration Metric

•

New Metric Intended to Boost Transparency

–

Represents dollar average remaining contract life (in years) for

term license software contracts

–

Excludes perpetual contracts (primarily heritage S1 licensed

software contracts)

–

Excludes all hosted contracts as both cash and revenue are ratable

over the contract term

6 November, 2013

Confidential

19

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 related to the acquisitions of ORCC and S1 and

significant transaction related expenses, 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:  

•

•

•

20

Non-GAAP

revenue:

revenue

plus

deferred

revenue

that

would

have

been

recognized in the normal course of

business by S1, Online Resources and Official Payments 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, Online Resources and Official Payments if not for GAAP purchase accounting

requirements and significant transaction related expenses.  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, Online Resources and Official Payments if not for GAAP

purchase accounting requirements and significant transaction related expenses.  Adjusted EBITDA should be

considered in addition to, rather than as a substitute for, operating income.

Non-GAAP Financial Measures

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 closures, net

after-tax payments associated with significant transaction related expenses, net after-tax payments

associated with IBM IT outsourcing transition and termination, 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. 

21

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:

•

•

•

•

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.

22

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, facilities management, and software hosting 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.

•

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:

•

•

•

•

•

23

expectations regarding the Official Payments acquisitions;

expectations regarding full year organic SNET;

sales pipeline;

expectations that we will generate $8 million in annual cost synergies; and

expectations regarding 2013 financial guidance related to revenue, operating income and adjusted

EBITDA.

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, increased

competition, the performance of our strategic product, BASE24-eps, demand for our products, restrictions and

other

financial

covenants

in

our

credit

facility,

consolidations

and failures in the financial services industry,

customer reluctance to switch to a new vendor, the accuracy of management’s backlog estimates, 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,

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, volatility and disruption

of the capital and credit markets and adverse changes in the global economy, our existing levels of debt,

impairment of our goodwill or intangible assets, litigation, future acquisitions, strategic partnerships and

investments, risks related to the expected benefits to be achieved in the transaction with Online Resources,

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, 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,

business interruptions or failure of our information technology and communication systems, our offshore

software development activities, risks from operating internationally, including fluctuations in currency

exchange rates, exposure to unknown tax liabilities, and volatility in our stock price.  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.

24

ACI’s software underpins electronic payments

throughout retail and wholesale banking, and

commerce all the time, without fail.

www.aciworldwide.com