8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2014 (February 27, 2014)

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 February 27, 2014, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months and full year ended December 31, 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 February 27, 2014

99.2     Investor presentation materials dated February 27, 2014

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: February 27, 2014

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 27, 2014
99.2	Investor presentation materials dated February, 28 2013

4

EX-99.1

Exhibit 99.1

News Release

ACI Worldwide, Inc. Reports Financial

Results for the Quarter and Year Ended December 31, 2013

HIGHLIGHTS

• Non-GAAP revenue for the year of $871 million, up 26% over 2012

• New sales bookings, net of term extensions, for the year grew 20% over last year

• Hosted subscription and transaction revenues for the year grew 132%

• Operating free cash flow for the year of $151 million, up from $24 million in 2012

• Adjusted EBITDA of $239 million grew 25% from last year’s $191 million

• Increased share repurchase authorization by an incremental $100 million

NAPLES, FLA — February 27, 2014 — ACI Worldwide, Inc. (NASDAQ:ACIW), a leading international provider of electronic payment and banking systems, today announced financial results for the period ended December 31, 2013. Management will host a conference call at 8:30 am EST to discuss these results as well as 2014 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 76644361. 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 has finished an important transitional year,” commented Phil Heasley, ACI President and CEO. “The integration of Online Resources is substantially complete, Official Payments is on schedule and our EBPP business is performing better than expected. Our Universal Payments strategy came to fruition in 2013 and we have seen encouraging interest in the marketplace. Our overall pipeline is at record levels and we have enhanced our financial guidance. We are very confident our efforts have positioned us to successfully take advantage of significant opportunity in 2014 and beyond.”

Q4 FINANCIAL SUMMARY

Revenue in Q4 was $283 million, an increase of $59 million, or 26%, above the prior-year quarter.

New sales bookings, net of term extensions (SNET), increased 25% compared to the prior-year quarter. Excluding the contribution from Online Resources and Official Payments, SNET increased 13% in Q4, compared to last year’s quarter.

Operating income was $86 million for the quarter, an increase of $10 million, or 14%, above the prior-year quarter. Q4 adjusted EBITDA of $117 million was 15% above the prior year’s $101 million.

Net income for the quarter was $50 million, or $1.28 per diluted share, compared to net income of $50 million, or $1.24 per diluted share, during the same period the prior year. Operating free cash flow in Q4 was $62 million, up from $24 million in the prior-year quarter.

FULL YEAR 2013 FINANCIAL SUMMARY

Revenue for the full year 2013 was $865 million, an increase of $198 million, or 30%. The acquisitions of Online Resources and Official Payments contributed $144 million of GAAP revenue to the full year. Non-GAAP revenue for the full year 2013 was $871 million, up 26% from the prior year’s $689 million. These figures include $6 million and $22 million, respectively, in deferred revenue not reportable under GAAP purchase accounting requirements.

New sales bookings, net of term extensions (SNET) for the year was $600 million, up 20% from $501 million in 2012. Excluding the contribution from Online Resources and Official Payments, SNET grew 7% compared to the prior year.

Operating income for the full year 2013 was $123 million, versus $74 million for the full year 2012. Non-GAAP operating income for the year was $155 million, up 21% from the prior year’s $128 million. Adjusted EBITDA of $239 million for the year grew 25% from the prior year’s $191 million. Non-GAAP figures include $6 million and $22 million of deferred revenue adjustments due to purchase accounting and exclude one-time acquisition-related expenses of $26 million and $31 million in 2013 and 2012, respectively. Excluding pass through interchange revenues of $38 million in 2013, net adjusted EBITDA margin represented 29% of revenue in the 2013, versus 28% in 2012.

Net income for the year ended December 31, 2013 was $64 million, or $1.60 per diluted share, compared to net income of $49 million, or $1.22 per diluted share, in the prior year. Non-GAAP net income for the year was $85 million, or $2.11 per diluted share, versus $84 million, or $2.10 per diluted share for 2012. Operating free cash flow for the year was $151 million, up from $24 million the prior year.

We ended the year with a 60-month backlog of $3.9 billion, adjusted for foreign currency fluctuations, up 24% from last quarter. Similarly, our 12-month backlog increased to $870 million. Official Payments contributed $696 million and $142 million to 60- and 12-month backlog, respectively.

As of December 31, 2013, we had $95 million in cash on hand, a debt balance of $755 million, down slightly from last quarter’s $764 million. We repurchased $81 million of our stock during 2013.

INCREASING SHARE REPURCHASE AUTHORIZATION

Year to date in 2014, we have repurchased 930,000 shares for $54 million. In addition, ACI’s Board of Directors has authorized an increase to its Share Repurchase Program of $100 million. Including this increase, we now have $156 million remaining on our share buyback authorization.

2014 GUIDANCE

We expect to generate non-GAAP revenue in a range of $1.06 to $1.08 billion for the full year and $220 to $230 million in the first quarter. Adjusted EBITDA is expected to be in a range of $290 to $300 million. This guidance excludes $13 to $15 million of one-time integration-related expenses and $2 million of deferred revenue haircut. Lastly, we expect full year 2014 net new sales bookings to increase in the upper single digit range.

End-

About ACI Worldwide

ACI Worldwide, the Universal Payments Company, powers electronic payments and banking for more than 5,000 financial institutions, retailers, billers and processors around the world. ACI software processes $13 trillion in payments and securities transactions for more than 250 of the leading global retailers, and 21 of the world’s 25 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 visit www.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 acquisitions of S1, Online Resources and Official Payments 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 and Online Resources 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 and Online Resources, 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 and Online Resources 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 payments associated with the cash settlement of acquisition related options and significant acquired opening balance sheet liabilities, 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.

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) marketplace interest in our Universal Payments strategy; (ii) our overall pipeline; (iii) our ability to successfully take advantage of significant opportunities in 2014 and beyond; (iv) expectations regarding 2014 financial guidance, including non-GAAP revenue, adjusted EBITDA, and net new sales bookings; and (v) expectations regarding non-GAAP revenue in the first quarter.

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 transactions with Online Resources and Official Payments, 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)

	December 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	95,059		$	76,329
Receivables, net of allowances of $4,459 and $8,117, respectively		203,575			217,321
Deferred income taxes, net		47,593			34,342
Recoverable income taxes		2,258			5,572
Prepaid expenses		22,549			16,746
Other current assets		65,328			5,816
Total current assets		436,362			356,126
Property and equipment, net		57,347			41,286
Software, net		191,468			129,314
Goodwill		669,217			501,141
Intangible assets, net		237,693			127,900
Deferred income taxes, net		48,852			63,370
Other noncurrent assets		40,912			31,749
TOTAL ASSETS	$	1,681,851		$	1,250,886
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	43,658		$	33,926
Employee compensation		35,623			35,194
Current portion of long-term debt		47,313			17,500
Deferred revenue		122,045			139,863
Income taxes payable		1,192			3,542
Deferred income taxes, net		753			174
Other current liabilities		95,016			36,400
Total current liabilities		345,600			266,599
Noncurrent liabilities
Deferred revenue		45,656			51,519
Long-term debt		708,070			356,750
Deferred income taxes, net		11,000			14,940
Other noncurrent liabilities		27,831			26,721
Total liabilities		1,138,157			716,529
Commitments and contingencies
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2013 and 2012		—			—
Common stock; $0.005 par value; 70,000,000 shares authorized; 46,606,796 shares issued at December 31, 2013 and 2012		232			232
Additional paid-in capital		543,163			534,953
Retained earnings		263,855			199,987
Treasury stock, at cost, 7,751,807 and 7,159,023 shares at December 31, 2013 and 2012, respectively		(240,241	)		(186,784	)
Accumulated other comprehensive loss		(23,315	)		(14,031	)
Total stockholders’ equity		543,694			534,357
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,681,851		$	1,250,886

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited and in thousands, except per share amounts)

	For the Three Months Ended December 31,
	2013			2012
Revenues
License	$	82,625		$	94,731
Maintenance		69,033			58,862
Services		40,952			38,985
Hosting		90,552			31,517
Total revenues		283,162			224,095
Operating expenses
Cost of license (1)		7,349			6,968
Cost of maintenance, services and hosting (1)		93,123			53,502
Research and development		33,375			33,586
Selling and marketing		23,118			22,730
General and administrative		23,557			21,616
Depreciation and amortization		16,660			10,158
Total operating expenses		197,182			148,560
Operating income		85,980			75,535
Other income (expense)
Interest expense		(9,818	)		(3,031	)
Interest income		158			209
Other, net		(1,821	)		1,298
Total other income (expense)		(11,481	)		(1,524	)
Income before income taxes		74,499			74,011
Income tax expense		24,108			24,347
Net income	$	50,391		$	49,664
Earnings per common share
Basic	$	1.30		$	1.26
Diluted	$	1.28		$	1.24
Weighted average common shares outstanding
Basic		38,650			39,393
Diluted		39,479			40,055

(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 INCOME

(unaudited and in thousands, except per share amounts)

	For the Years Ended December 31,
	2013			2012
Revenues
License	$	233,931		$	221,846
Maintenance		245,954			199,876
Services		122,085			131,536
Hosting		262,958			113,321
Total revenues		864,928			666,579
Operating expenses
Cost of license (1)		25,324			23,592
Cost of maintenance, services and hosting (1)		318,515			202,052
Research and development		142,557			133,759
Selling and marketing		99,828			87,054
General and administrative		99,300			108,747
Depreciation and amortization		56,356			37,003
Total operating expenses		741,880			592,207
Operating income		123,048			74,372
Other income (expense)
Interest expense		(27,221	)		(10,417	)
Interest income		659			914
Other, net		(3,327	)		399
Total other income (expense)		(29,889	)		(9,104	)
Income before income taxes		93,159			65,268
Income tax expense		29,291			16,422
Net income	$	63,868		$	48,846
Earnings per common share
Basic	$	1.63		$	1.26
Diluted	$	1.60		$	1.22
Weighted average common shares outstanding
Basic		39,295			38,696
Diluted		40,018			39,905

(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 December 31,
	2013			2012
Cash flows from operating activities:
Net income	$	50,391		$	49,664
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		5,218			3,596
Amortization		14,966			10,352
Amortization of deferred debt issuance costs		1,367			762
Deferred income taxes		14,913			12,542
Stock-based compensation expense		2,462			3,525
Excess tax benefit of stock options exercised		(4,396	)		(165	)
Other		(1,246	)		852
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables		(3,286	)		(48,003	)
Accounts payable		1,481			5,965
Accrued employee compensation		(19,494	)		(2,737	)
Repayment of IBM Alliance agreement liability		—			(20,667	)
Current income taxes		3,165			5,886
Deferred revenue		(29,494	)		(21,470	)
Other current and noncurrent assets and liabilities		15,811			3,375
Net cash flows from operating activities		51,858			3,477
Cash flows from investing activities:
Purchases of property and equipment		(9,622	)		(3,018	)
Purchases of software and distribution rights		(4,619	)		(54	)
Acquisition of businesses, net of cash acquired		(113,911	)		—
Net cash flows from investing activities		(128,152	)		(3,072	)
Cash flows from financing activities:
Proceeds from issuance of common stock		654			398
Proceeds from exercises of stock options		9,669			1,671
Excess tax benefit of stock options exercised		4,396			165
Repurchases of common stock		(264	)		—
Repurchase of restricted stock and performance shares for tax withholdings		(328	)		(331	)
Repayments of revolving credit facility		(40,000	)		(6,000	)
Proceeds from revolving credit facility		40,000			—
Repayment of term portion of credit agreement		(8,871	)		(4,375	)
Payments on other debt and capital leases		(702	)		(1,332	)
Payment for debt issuance costs		(645	)		—
Net cash flows from financing activities		3,909			(9,804	)
Effect of exchange rate fluctuations on cash		933			(1,954	)
Net decrease in cash and cash equivalents		(71,452	)		(11,353	)
Cash and cash equivalents, beginning of period		166,511			87,682
Cash and cash equivalents, end of period	$	95,059		$	76,329

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	For the Years Ended December 31,
	2013			2012
Cash flows from operating activities:
Net income	$	63,868		$	48,846
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		18,751			13,284
Amortization		51,216			37,497
Amortization of deferred debt issuance costs		5,388			2,450
Deferred income taxes		9,573			4,775
Stock-based compensation expense		13,572			15,186
Excess tax benefit of stock options exercised		(6,960	)		(3,543	)
Other		(593	)		150
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables		22,496			(61,965	)
Accounts payable		(13,548	)		5,981
Accrued employee compensation		(24,501	)		(29,026	)
Repayment of IBM Alliance agreement liability		—			(20,667	)
Current income taxes		9,360			(5,660	)
Deferred revenue		(23,613	)		(11,816	)
Other current and noncurrent assets and liabilities		13,409			(4,757	)
Net cash flows from operating activities		138,418			(9,265	)
Cash flows from investing activities:
Purchases of property and equipment		(21,104	)		(13,050	)
Purchases of software and distribution rights		(11,497	)		(3,612	)
Acquisition of businesses, net of cash acquired		(378,113	)		(325,232	)
Other		—			(1,046	)
Net cash flows from investing activities		(410,714	)		(342,940	)
Cash flows from financing activities:
Proceeds from issuance of common stock		2,186			1,426
Proceeds from exercises of stock options		19,561			16,730
Excess tax benefit of stock options exercised		6,960			3,543
Repurchases of common stock		(80,912	)		(57,836	)
Repurchase of restricted stock and performance shares for tax withholdings		(6,222	)		(3,273	)
Proceeds from exercises of common stock warrants		—			11,866
Cash settlement of common stock warrants		—			(29,596	)
Repayments of revolving credit facility		(228,000	)		(6,000	)
Proceeds from revolving credit facility		40,000			119,000
Proceeds from term portion of credit agreement		300,000			200,000
Proceeds from issuance of senior notes		300,000			—
Repayment of term portion of credit agreement		(30,867	)		(13,750	)
Payments on other debt and capital leases		(14,024	)		(7,115	)
Payment for debt issuance costs		(17,042	)		(1,094	)
Net cash flows from financing activities		291,640			233,901
Effect of exchange rate fluctuations on cash		(614	)		(2,465	)
Net increase (decrease) in cash and cash equivalents		18,730			(120,769	)
Cash and cash equivalents, beginning of period		76,329			197,098
Cash and cash equivalents, end of period	$	95,059		$	76,329

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 December 31,
	2013					2013		2012					2012
Selected Non-GAAP Financial Data	GAAP		Adj			Non-GAAP		GAAP		Adj			Non-GAAP		$ Diff			% Diff
Total revenues (2)	$	283,162	$	940		$	284,102	$	224,095	$	3,635		$	227,730	$	56,372			25	%
Total expenses (3)		197,182		(6,975	)		190,207		148,560		(4,430	)		144,130		46,077			32	%
Operating income		85,980		7,915			93,895		75,535		8,065			83,600		10,295			12	%
Income before income taxes		74,499		7,915			82,414		74,011		8,065			82,076		338			0	%
Income tax expense (benefit) (4)		24,108		2,770			26,878		24,347		2,823			27,170		(292	)		-1	%
Net income	$	50,391	$	5,145		$	55,536	$	49,664	$	5,242		$	54,906	$	629			1	%
Depreciation		5,218		—			5,218		3,596		—			3,596		1,622			45	%
Amortization - acquisition related intangibles		5,180		—			5,180		3,414		—			3,414		1,766			52	%
Amortization - acquisition related software		4,607		—			4,607		3,555		—			3,555		1,052			30	%
Amortization - other		5,179		—			5,179		3,383		—			3,383		1,796			53	%
Stock-based compensation		2,462		—			2,462		3,525		—			3,525		(1,063	)		-30	%
Adjusted EBITDA	$	108,626	$	7,915		$	116,541	$	93,008	$	8,065		$	101,073	$	15,468			15	%
Earnings per share information
Weighted average shares outstanding
Basic		38,650		38,650			38,650		39,393		39,393			39,393
Diluted		39,479		39,479			39,479		40,055		40,055			40,055
Earnings per share
Basic	$	1.30	$	0.13		$	1.44	$	1.26	$	0.13		$	1.39	$	0.04			3	%
Diluted	$	1.28	$	0.13		$	1.41	$	1.24	$	0.13		$	1.37	$	0.04			3	%

(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, $1.2 million for employee related actions, $1.2 million for facility closures, $1.4 million for data center moves and $3.1 million for professional and other fees in 2013 and $0.2 million for employee related actions, $1.3 million for facility closures, and $3.0 million for other professional fees in 2012.

(4) Adjustments tax effected at 35%.

	Quarter Ended
	December 31,
Reconciliation of Operating Free Cash Flow (millions)	2013			2012
Net cash provided (used) by operating activities	$	51.9		$	3.5
Payments associated with cash settlement of acquisition related options (4)		10.2			—
Payments associated with acquired opening balance sheet liabilities		4.5			—
Net after-tax payments associated with employee-related actions (4)		1.8			0.4
Net after-tax payments associated with lease terminations (4)		0.4			1.9
Net after-tax payments associated with significant transaction related expenses (4)		6.9			—
Net after-tax payments associated with IBM IT Outsourcing Termination (4)		—			0.2
Plus IBM Alliance liability payment		—			20.7
Less capital expenditures		(14.2	)		(3.1	)
Operating Free Cash Flow	$	61.5		$	23.6

ACI Worldwide, Inc.

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

(unaudited and in thousands, except per share data)

	FOR THE TWELVE MONTHS ENDED December 31,
	2013					2013		2012					2012
Selected Non-GAAP Financial Data	GAAP		Adj			Non-GAAP		GAAP		Adj			Non-GAAP		$ Diff			% Diff
Total revenues (2)	$	864,928	$	5,771		$	870,699	$	666,579	$	22,461		$	689,040	$	181,659			26	%
Total expenses (3)		741,880		(26,169	)		715,711		592,207		(31,464	)		560,743		154,968			28	%
Operating income		123,048		31,940			154,988		74,372		53,925			128,297		26,691			21	%
Income before income taxes		93,159		31,940			125,099		65,268		53,925			119,193		5,906			5	%
Income tax expense (benefit) (4)		29,291		11,179			40,470		16,422		18,874			35,296		5,174			15	%
Net income	$	63,868	$	20,761		$	84,629	$	48,846	$	35,051		$	83,897	$	732			1	%
Depreciation		18,751		—			18,751		13,284		—			13,284		5,467			41	%
Amortization - acquisition related intangibles		51		—			51		12,102		—			12,102		(12,051	)		-100	%
Amortization - acquisition related software		16,911		—			16,911		12,837		—			12,837		4,074			32	%
Amortization - other		15,779		—			15,779		12,558		—			12,558		3,221			26	%
Stock-based compensation (5)		13,572		—			13,572		15,186		(2,822	)		12,364		1,208			10	%
Adjusted EBITDA	$	188,112	$	31,940		$	220,052	$	140,339	$	51,103		$	191,442	$	28,610			15	%
Earnings per share information
Weighted average shares outstanding
Basic		39,295		39,295			39,295		38,696		38,696			38,696
Diluted		40,018		40,018			40,018		39,905		39,905			39,905
Earnings per share
Basic	$	1.63	$	0.53		$	2.15	$	1.26	$	0.91		$	2.17	$	(0.01	)		-1	%
Diluted	$	1.60	$	0.52		$	2.11	$	1.22	$	0.88		$	2.10	$	0.01			1	%

(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, $10.6 million for employee related actions, $2.2 million for facility closures, $2.4 million for data center moves and $10.9 million for professional and other fees in 2013 and $14.0 million for employee related actions, $4.9 million for facility closures, $3.2 million for IT exit costs and $9.3 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.

	December
Reconciliation of Operating Free Cash Flow (millions)	2013			2012
Net cash provided (used) by operating activities	$	138.4		$	(9.3	)
Payments associated with cash settlement of acquisition related options (4)		10.2			10.2
Payments associated with acquired opening balance sheet liabilities		4.5			—
Net after-tax payments associated with employee-related actions (4)		9.7			6.2
Net after-tax payments associated with lease terminations (4)		1.0			2.7
Net after-tax payments associated with significant transaction related expenses (4)		18.1			8.8
Net after-tax payments associated with IBM IT Outsourcing Termination (4)		1.9			0.9
Plus IBM Alliance liability payment		—			20.7
Less capital expenditures		(32.5	)		(16.7	)
Operating Free Cash Flow	$	151.3		$	23.5

EX-99.2

Quarter and Year Ended December 31, 2013

Results Presentation

February 27, 2014

ACI’s software underpins electronic

payments throughout retail and

wholesale banking, and commerce

all the time.

1

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

3

2013 in Review

4

•

Online Resources and Official Payments acquisitions expand payment capabilities

•

Completed $300 million bond offering

•

Repurchased ~1.7 million shares in 2013, or 4% of outstanding shares and have

repurchased ~930,000 shares in 2014 YTD

•

Increased authorization by an additional $100 million

•

Strong new sales bookings, up 20% in 2013 compared with 2012

•

Full year hosted subscription and transaction revenues up 132%, now represent over

40% of total

•

2013 non-GAAP operating income up 21% and adjusted EBITDA up 25%

•

Pipeline strong across all regions

•

Showing early success with Universal Payments (UP)

•

Positioned extremely well for growth

Financial Review

Scott Behrens

Chief Financial Officer

5

6

Key  Takeaways from the Quarter

•

Official Payments acquisition completed November 5

2013

–

$8 million in cost synergies are substantially complete

•

New Sales Bookings

–

Q4 organic net new sales bookings up 13% over last year

–

ORCC  net new sales bookings up 49% over last year’s Q4

•

Backlog versus Q3

–

60 month backlog of $3.9 billion, up $748 million

–

12 month backlog of $870 million, up $130 million

–

OPAY added $696 million and $142 million to 60 month and 12 month backlog, respectively

•

Revenue Growth

–

Non-GAAP revenue grew 25% over Q4 2012

–

ORCC and OPAY contributed $61 million in Q4

•

Non-GAAP Operating Income and Adjusted EBIDTA

–

Q4 non-GAAP operating income of $94 million, up $10 million, or 12% from last year

–

Adjusted EBITDA of $117 million, up $15 million, or 15% over last year

–

Incurred $7 million of significant transaction and integration related expenses

•

Strong Operating Free Cash Flow

–

Q4 OFCF $62 million, up from $24 million last year’s Q4

th

7

Key  Takeaways from the Year

•

New Sales Bookings

–

2013 new sales bookings up 20%, or 7% organically

•

Revenue Growth

–

2013 Non-GAAP revenue grew 26% over 2012

–

Organic

revenue

growth

of

1%

driven

by

organic

monthly

recurring

revenue

growth

of

$28 million offset by non-recurring revenue decline of $21 million

–

Monthly recurring revenue now represents ~70% of total revenue, from ~60% in 2012

•

Non-GAAP Operating Income and Adjusted EBIDTA

–

2013 non-GAAP operating income of $155 million, up $27 million, or 21%, over last year

–

2013 Adjusted EBITDA of $239 million, up $47 million, or 25%, over last year

•

Strong Operating Free Cash Flow

–

2013 OFCF $151 million, up $128 million over last year

•

Debt & Liquidity

–

Ended year with $95 million in cash and $755 million in debt

–

Repurchased ~1.7 million shares in 2013, or 4% of outstanding shares

–

Repurchased ~930,000 shares in 2014 YTD

–

$156 million remaining on share buy-back authorization, following incremental $100

million authorization

8

2014 Guidance

Guidance

•

Sales, net of term extension, growth in the upper single digits

•

Revenue and margin phasing by quarter consistent with seasonal history

•

Q1 revenue

expected

to

represent

$220

-

$230

million

Other assumptions:

•

Interest expense of $35 million and cash interest of $30 million

•

Capital expenditures to be $35-$40 million

•

Depreciation

and

amortization

expected

to

approximate

$88

-

$92

million

•

Non-cash

compensation

expense

of

approximately

$18

-$20

million

•

Pass

through

interchange

revenues

in

the

range

of

$120

-

$125

million

•

GAAP tax rate of 35% and cash taxes paid of $30-$35 million

•

Diluted share count to approximate 40 million

•

Guidance does not assume future share buy-back activity

•

These metrics exclude approximately $13-$15 million in one-time integration related expenses

and $2 million of deferred revenue haircut

•

Guidance assumes estimates for non-cash purchase accounting adjustments, intangible

valuations and deferred revenue haircut

Key Metrics

2013 Actual

2014 Guidance

Low

High

Non-GAAP Revenue

$871

$1,060

$1,080

Adjusted EBITDA

$239

$290

$300

$s in millions

Appendix

9

Monthly Recurring Revenue ($ millions)

10

Quarter Ended

Monthly Recurring Revenue (millions)

December 31,

2013

2012

Monthly Software license fees

$23.4

$21.4

Maintenance fees

60.3

54.7

Processing services

91.9

32.9

Monthly Recurring Revenue

$175.6

$109.0

11

Historic Sales Bookings By Quarter 2012-2013

Quarter-End

Total Economic

Value of Sales

Sales Mix by Category

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

New Accounts /

New Applications

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%

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%

12/31/2013

$384,322

$45,846

$200,748

$137,729

12%

52%

36%

Sales

New Accounts /

New Applications

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

DEC YTD 13

$887,844

$127,685

$472,553

$287,606

DEC YTD 12

$766,103

$91,820

$409,512

$264,771

Variance

$121,741

$35,865

$63,041

$22,835

Sales Bookings, Net of Term Extensions (SNET)

12

Channel

Qtr Ended

Dec 13

Qtr Ended

Dec 12

% Growth or

Decline

Americas

$117,011

$84,631

38.3%

EMEA

104,408

76,004

37.4%

Asia-Pacific

25,175

37,488

-32.8%

Total Sales Net of Term Ext.

$246,594

$198,123

24.5%

ORCC and OPAY SNET

$22,582

ACI Organic SNET

$224,012

$198,123

13.1%

Sales Net of Term Extensions

Non-GAAP Operating Income ($ millions)

13

Non-GAAP Operating Income (millions)

2013

2012

2013

2012

Operating income

$86.0

$75.5

$123.0

$74.4

Plus:

Deferred revenue fair value adjustment

0.9

3.6

5.8

22.5

Employee related actions

1.2

0.2

10.7

14.0

Facility closure costs

1.2

1.3

2.2

4.9

IT exit costs

-

-

-

3.2

Significant transaction related expenses

4.5

3.0

13.2

9.3

Non-GAAP Operating Income

$                 93.8

$                   83.6

$              154.9

$            128.3

December 31,

December 31,

Quarter Ended

Year Ended

Adjusted EBITDA ($ millions)

14

Adjusted EBITDA (millions)

2013

2012

2013

2012

Net income

$50.4

$49.7

$63.9

$48.8

Plus:

Income tax expense

24.1

24.3

29.3

16.4

Net interest expense

9.7

2.8

26.6

9.5

Net other expense (income)

1.8

(1.3)

3.3

(0.4)

Depreciation expense

5.2

3.6

18.8

13.3

Amortization expense

15.0

10.4

51.2

37.5

Non-cash compensation expense

2.5

3.5

13.6

15.2

Adjusted EBIDTA

$108.7

$93.0

$206.7

$140.3

Deferred revenue fair value adjustment

0.9

3.6

5.8

22.5

Employee related actions

1.2

0.2

10.7

11.2

Facility closure costs

1.2

1.3

2.2

4.9

IT exit costs

-

-

-

3.2

Significant transaction related expenses

4.5

3.0

13.2

9.3

Adjusted EBIDTA excluding one-time transaction

expenses

$                     116.5

$                 101.1

$              238.6

$              191.4

Quarter Ended

December 31,

Year Ended

December 31,

Operating Free Cash Flow ($ millions)

15

* Tax effected at 35%

Reconciliation of Operating Free Cash Flow (millions)

2013

2012

2013

2012

Net cash provided (used) by operating activities

$51.9

$3.5

$138.4

($9.3)

Payments associated with cash settlement of acquisition

related options

10.2

-

10.2

10.2

Payments associated with acquired opening balance sheet

liabilties

4.5

-

4.5

-

Net after-tax payments associated with employee-related

actions

1.8

0.4

9.7

6.2

Net after-tax payments associated with lease terminations

0.4

1.9

1.0

2.7

Net after-tax payments associated with significant

transaction related expenses

6.9

-

18.1

8.8

Net after-tax payments associated with IBM IT

Outsourcing Transition

-

0.2

1.9

0.9

Plus IBM Alliance liability payment

-

20.7

-

20.7

Less capital expenditures

(14.2)

(3.1)

(32.5)

(16.7)

Operating Free Cash Flow

$61.5

$23.6

$151.3

$23.5

Quarter Ended December 31,

Year Ended December 31,

Non-Cash Compensation, Acquisition Intangibles and

Software, and Significant Transaction Related Expenses

16

Acquisition Intangibles & Software, Non-cash equity

based compensation

Quarter Ended

(millions)

December 31,

2013

2012

EPS Impact

$ in Millions

(Net of Tax)

EPS Impact

$ in Millions

(Net of Tax)

Significant transaction related expenses

$                 

0.11

$               

4.5

0.07

$             2.9

Deferred revenue fair value adjustment

0.02

0.6

0.06

2.4

Amortization of acquisition

-related intangibles

0.09

3.4

0.05

2.2

Amortization of acquisition

-related software

0.08

3.0

0.06

2.3

Non-cash equity-based compensation

0.04

1.6

0.06

2.3

Total

$                     0.34

$                 13.1

0.30

$           12.1

* Tax Effected at 35%

Acquisition Intangibles & Software, Non-cash equity

based compensation

Year Ended

(millions)

December 31,

2013

2012

EPS Impact

$ in Millions

(Net of Tax)

EPS Impact

$ in Millions

(Net of Tax)

Significant transaction related expenses

$                  

0.43

$                 16.9

0.33

$           12.7

Deferred revenue fair value adjustment

0.09

3.8

0.37

14.6

Amortization of acquisition

-related intangibles

0.30

12.1

0.20

7.9

Amortization of acquisition

-related software

0.27

10.9

0.21

8.3

Non-cash equity-based compensation

0.22

8.9

0.25

9.9

Total

$                     1.31

$                 52.6

1.36

$           53.4

* Tax Effected at 35%

$

$

$

$

60-Month Backlog ($ millions)

17

Quarter Ended

Backlog 60-Month (millions)

December 31,

September 30,

December 31,

2013

2013

2012

Americas

$2,831

$2,125

$1,429

EMEA

746

704

719

Asia/Pacific

283

283

268

Backlog 60-Month

$3,860

$3,112

$2,416

Deferred Revenue

$168

$196

$191

Other

3,692

2,916

2,225

Backlog 60-Month

$3,860

$3,112

$2,416

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

Backlog as Contributor of Revenue (thousands)

Quarter Ended December 31,

% Growth

2013

2012

Revenue from Backlog

$                268,845

$          213,411

26.0%

Revenue from Sales

14,317

10,684

34.0%

Total Revenue

$                283,162

$          224,095

26.4%

Revenue from Backlog

95%

95%

Revenue from Sales

5%

5%

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

19

Non-GAAP Financial Measures

•

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 acquisitions of S1, Online

Resources and Official Payments 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 and Online Resources 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 and Online Resources 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 and Online Resources 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.

20

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

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.

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:

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.

23

Forward-looking statements in this presentation include, but are not limited to, statements regarding:

•

(i) our sales pipeline;

•

(ii) success with Universal Payments;

•

(iii) being positioned extremely well for growth;

•

(iv) expectations regarding 2014 financial guidance, including non-GAAP revenue, adjusted

EBITDA, and net new sales bookings; and

•

(v) expectations regarding Q1 revenue.

Forward-Looking Statements

24

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.