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): July 30, 2015 (July 30, 2015)

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 July 30, 2015, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended June 30, 2015. 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 July 30, 2015
99.2	Investor presentation materials dated July 30, 2015

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ACI WORLDWIDE, INC.

/s/ Scott W. Behrens

Scott W. Behrens, Senior Executive Vice President,

Chief Financial Officer, and Chief Accounting Officer

Date: July 30, 2015

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 30, 2015
99.2	Investor presentation materials dated July 30, 2015

4

EX-99.1

Exhibit 99.1

News Release

ACI Worldwide, Inc. Reports Financial

Results for the Quarter Ended June 30, 2015

HIGHLIGHTS

• Net new bookings up 18%, total bookings up 24%

• Signed Universal Payments contract with large European customer

• GAAP revenue of $266 million, up 4% from Q2 last year

• $84 million in debt payments made year-to-date

• Reiterating 2015 guidance

NAPLES, FLA — July 30, 2015 — ACI Worldwide (NASDAQ: ACIW), a leading global provider of electronic payment and banking solutions, today announced financial results for the period ended June 30, 2015. Management will host a conference call at 8:30 am ET to discuss these results. Interested persons may access a real-time audio broadcast of the teleconference at http://investor.aciworldwide.com/ or use the following numbers for dial-in participation: US/Canada: (866) 914-7436, international: +1 (817) 385-9117. Please provide your name, the conference name ACI Worldwide, Inc. and conference code 87676766. There will be a replay available for two weeks on (855) 859-2056 for US/Canada callers and +1 (404) 537- 3406 for international participants.

“ACI had a busy and successful second quarter. We delivered net new bookings growth of 18% and signed several important renewals, including a five-year extension with the IRS,” commented Phil Heasley, President and CEO, ACI Worldwide. “We also signed another Universal Payments contract, this time with a large existing customer that has decided to upgrade their Faster Payments infrastructure. Looking to the second half of the year, our pipeline remains very strong and we are tracking well to achieve our targets this year and beyond.”

FINANCIAL SUMMARY

Financial Results for Q2

Overall sales bookings, including term extensions, increased 24% compared to the prior year quarter. New sales bookings, net of term extensions (SNET), increased 18% compared to the prior year quarter.

We ended Q2 with a 12-month backlog of $883 million and a 60-month backlog of $4.1 billion. After adjusting for foreign currency fluctuations, our 12-month backlog declined $11 million and our 60-month backlog declined $10 million from Q1 2015. An internal decision to exit one bill payment vertical as a result of regulatory changes negatively impacted our 60-month backlog by approximately $30 million. Excluding this, 60-month backlog grew $20 million.

Non-GAAP revenue in Q2 was $266 million, an increase of $11 million, or 4%, above the prior year quarter.

Adjusted EBITDA of $58 million was up 3% from last year’s $56 million. Net EBITDA margin in Q2 2015 was 25%, or flat with Q2 2014, after adjusting for $38 million and $34 million of pass through interchange fees in Q2 2015 and Q2 2014, respectively.

Q2 non-GAAP net income was $30 million, or $0.26 per diluted share, versus non-GAAP net income of $14 million, or $0.12 per diluted share in Q2 2014.

ACI ended the second quarter with $50 million in cash on hand. Following $84 million in net debt payments during the first half of 2015, ACI ended the quarter with a debt balance of $808 million. Operating free cash flow (OFCF) for the quarter declined from Q2 2014 primarily driven by the timing of Q2 2015 sales receipts now expected in early Q3.

During the quarter, ACI received cash proceeds of $35 million and realized a $24 million gain from the sale of our holding in Yodlee, Inc stock.

Reiterating Guidance

We expect to generate non-GAAP revenue in the range of $1.04 to $1.07 billion for the full year 2015. This range continues to represent 3-6% organic growth after adjusting for foreign currency fluctuations. We expect adjusted EBITDA to be in the range of $280 to $290 million. We expect to generate between $235 and $245 million in non-GAAP revenue in the third quarter. Lastly, we expect full year 2015 net new sales bookings to increase in the upper single digit range.

About ACI Worldwide

ACI Worldwide, the Universal Payments company, powers electronic payments and banking for more than 5,600 financial institutions, retailers, billers and processors around the world. ACI software processes $13 trillion each day in payments and securities transactions for more than 300 of the leading global retailers, and 18 of the top 20 banks worldwide. Through our comprehensive suite of software products and hosted services, we deliver a broad range of solutions for payment 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.

^© Copyright ACI Worldwide, Inc. 2015.

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 Online Resources Corporation 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 to view 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 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 plus deferred revenue that would have been recognized in the normal course of business by 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 plus income tax expense (benefit), 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 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 acquired opening balance sheet

liabilities, net after-tax payments associated with employee-related actions and facility closures, net after-tax payments associated with significant transaction-related expenses, 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 service fees 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, but not limited to, 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 regarding pipeline strength; (ii) expectations that ACI is tracking well to achieve targets this year and beyond; (iii) expectations regarding non-GAAP revenue, adjusted EBITDA, and net new sales bookings in 2015; and (iv) expectations regarding Q3 2015 non-GAAP revenue.

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, UP 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 Retail Decisions, 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 and our Quarterly Report on Form 10-Q.

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	June 30, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	50,397		$	77,301
Receivables, net of allowances of $5,058 and $4,806, respectively		220,969			227,106
Deferred income taxes, net		55,998			44,349
Recoverable income taxes		4,107			4,781
Prepaid expenses		25,625			24,314
Other current assets		24,361			40,417
Total current assets		381,457			418,268
Property and equipment, net		58,309			60,360
Software, net		211,016			209,507
Goodwill		775,279			781,163
Intangible assets, net		248,960			261,436
Deferred income taxes, net		54,305			50,187
Other noncurrent assets, including $33,824 at December 31, 2014 for assets at fair value		43,132			69,779
TOTAL ASSETS	$	1,772,458		$	1,850,700
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	36,284		$	50,351
Employee compensation		40,701			35,299
Current portion of long-term debt		95,293			87,352
Deferred revenue		135,799			131,808
Income taxes payable		1,765			6,276
Deferred income taxes, net		282			225
Other current liabilities		58,186			67,505
Total current liabilities		368,310			378,816
Noncurrent liabilities
Deferred revenue		46,291			49,224
Long-term debt		712,937			804,583
Deferred income taxes, net		15,888			13,217
Other noncurrent liabilities		30,472			23,455
Total liabilities		1,173,898			1,269,295
Commitments and contingencies
Stockholders’ equity
Preferred stock; $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2015 and December 31, 2014		—			—
Common stock; $0.005 par value; 280,000,000 shares authorized; 139,820,388 shares issued at June 30, 2015 and December 31, 2014		698			698
Additional paid-in capital		549,866			551,713
Retained earnings		358,304			331,415
Treasury stock, at cost, 22,021,238 and 24,182,584 shares at June 30, 2015 and December 31, 2014, respectively		(258,910	)		(282,538	)
Accumulated other comprehensive loss		(51,398	)		(19,883	)
Total stockholders’ equity		598,560			581,405
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,772,458		$	1,850,700

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited and in thousands, except per share amounts)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
Revenues
License	$	67,161		$	61,377		$	106,738		$	97,079
Maintenance		60,141			62,309			119,633			124,808
Services		23,110			24,991			46,607			47,579
Hosting		115,410			106,131			225,661			206,815
Total revenues		265,822			254,808			498,639			476,281
Operating expenses
Cost of license (1)		5,939			6,897			12,048			12,633
Cost of maintenance, services and hosting (1)		120,484			112,595			233,497			220,482
Research and development		39,425			38,876			76,516			76,332
Selling and marketing		31,298			28,007			60,209			55,916
General and administrative		25,008			24,682			46,583			49,798
Depreciation and amortization		20,004			17,010			39,697			34,088
Total operating expenses		242,158			228,067			468,550			449,249
Operating income		23,664			26,741			30,089			27,032
Other income (expense)
Interest expense		(10,505	)		(9,329	)		(21,446	)		(18,504	)
Interest income		58			135			160			334
Other, net		19,659			(3,901	)		23,381			(4,958	)
Total other income (expense)		9,212			(13,095	)		2,095			(23,128	)
Income before income taxes		32,876			13,646			32,184			3,904
Income tax expense (benefit)		5,825			2,409			5,295			(1,558	)
Net income	$	27,051		$	11,237		$	26,889		$	5,462
Income per common share
Basic	$	0.23		$	0.10		$	0.23		$	0.05
Diluted	$	0.23		$	0.10		$	0.23		$	0.05
Weighted average common shares outstanding
Basic		117,109			113,907			116,584			114,663
Diluted		118,575			115,977			118,088			116,812

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

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	For the Three Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	27,051		$	11,237
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		5,257			5,234
Amortization		18,324			15,309
Amortization of deferred debt issuance costs		1,584			1,332
Deferred income taxes		752			(857	)
Stock-based compensation expense		5,355			4,416
Excess tax benefit of stock options exercised		(1,012	)		(312	)
Gain on sale of available-for-sale securities		(24,465	)		—
Other		601			734
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables		(45,833	)		(6,361	)
Accounts payable		(3,386	)		(1,723	)
Accrued employee compensation		9,191			4,239
Current income taxes		(5,833	)		(1,233	)
Deferred revenue		2,469			(6,559	)
Other current and noncurrent assets and liabilities		10,711			7,610
Net cash flows from operating activities		766			33,066
Cash flows from investing activities:
Purchases of property and equipment		(4,270	)		(4,091	)
Purchases of software and distribution rights		(5,137	)		(3,411	)
Proceeds from available-for-sale equity securities		35,311			—
Other		(5,000	)		(1,500	)
Net cash flows from investing activities		20,904			(9,002	)
Cash flows from financing activities:
Proceeds from issuance of common stock		773			686
Proceeds from exercises of stock options		3,716			1,230
Excess tax benefit of stock options exercised		1,012			312
Repurchase of restricted stock and performance shares for tax withholdings		(28	)		(30	)
Proceeds from revolving credit facility		36,000			10,000
Repayment of revolving credit facility		(58,000	)		(27,000	)
Repayment of term portion of credit agreement		(19,853	)		(8,871	)
Payments on other debt		(7,291	)		(6,305	)
Distribution to noncontrolling interest		—			(1,391	)
Net cash flows from financing activities		(43,671	)		(31,369	)
Effect of exchange rate fluctuations on cash		3,939			3,351
Net decrease in cash and cash equivalents		(18,062	)		(3,954	)
Cash and cash equivalents, beginning of period		68,459			58,936
Cash and cash equivalents, end of period	$	50,397		$	54,982

ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

	For the Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	26,889		$	5,462
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		10,588			10,558
Amortization		36,605			30,591
Amortization of deferred debt issuance costs		3,212			2,680
Deferred income taxes		(3,961	)		(12,134	)
Stock-based compensation expense		9,291			9,188
Excess tax benefit of stock options exercised		(4,407	)		(4,382	)
Gain on sale of available-for-sale securities		(24,465	)		—
Other		1,456			671
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables		(3,411	)		(9,279	)
Accounts payable		(7,016	)		(3,203	)
Accrued employee compensation		7,240			659
Current income taxes		(3,635	)		4,728
Deferred revenue		2,653			20,337
Other current and noncurrent assets and liabilities		(1,106	)		(7,553	)
Net cash flows from operating activities		49,933			48,323
Cash flows from investing activities:
Purchases of property and equipment		(13,408	)		(8,319	)
Purchases of software and distribution rights		(8,496	)		(6,991	)
Proceeds from available-for-sale equity securities		35,311			—
Other		(7,000	)		(1,500	)
Net cash flows from investing activities		6,407			(16,810	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,524			1,338
Proceeds from exercises of stock options		10,634			4,117
Excess tax benefit of stock options exercised		4,407			4,382
Repurchases of common stock		—			(70,000	)
Repurchase of restricted stock and performance shares for tax withholdings		(4,047	)		(4,533	)
Proceeds from revolving credit facility		65,000			50,000
Repayment of revolving credit facility		(109,000	)		(35,000	)
Repayment of term portion of credit agreement		(39,706	)		(17,742	)
Payments on other debt		(10,120	)		(6,687	)
Payment for debt issuance costs		—			(163	)
Distribution to noncontrolling interest		—			(1,391	)
Net cash flows from financing activities		(81,308	)		(75,679	)
Effect of exchange rate fluctuations on cash		(1,936	)		4,089
Net decrease in cash and cash equivalents		(26,904	)		(40,077	)
Cash and cash equivalents, beginning of period		77,301			95,059
Cash and cash equivalents, end of period	$	50,397		$	54,982

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 June 30,
Selected Non-GAAP Financial Data	2015 GAAP		Adj			2015 Non-GAAP		2014 GAAP		Adj			2014 Non-GAAP		$ Diff			% Diff
Total revenues (2)	$	265,822	$	191		$	266,013	$	254,808	$	459		$	255,267	$	10,746			4	%
Total expenses (3)		242,158		(4,818	)		237,340		228,067		(3,502	)		224,565		12,775			6	%
Operating income		23,664		5,009			28,673		26,741		3,961			30,702		(2,029	)		-7	%
Income (Loss) before income taxes		32,876		5,009			37,885		13,646		3,961			17,607		20,278			115	%
Income tax expense (benefit) (4)		5,825		1,753			7,578		2,409		1,386			3,795		3,783			100	%
Net income (loss)	$	27,051	$	3,256		$	30,307	$	11,237	$	2,575		$	13,812	$	16,495			119	%
Depreciation		5,257		—			5,257		5,234		—			5,234		23			0	%
Amortization - acquisition related intangibles		5,625		—			5,625		5,803		—			5,803		(178	)		-3	%
Amortization - acquisition related software		6,158		—			6,158		5,125		—			5,125		1,033			20	%
Amortization - other		6,541		—			6,541		4,381		—			4,381		2,160			49	%
Stock-based compensation		5,355		—			5,355		4,416		—			4,416		939			21	%
Adjusted EBITDA	$	52,600	$	5,009		$	57,609	$	51,700	$	3,961		$	55,661	$	1,948			3	%
Earnings per share information
Weighted average shares outstanding
Basic		117,109		117,109			117,109		113,907		113,907			113,907
Diluted		118,575		118,575			118,575		115,977		115,977			115,977
Earnings per share
Basic	$	0.23	$	0.03		$	0.26	$	0.10	$	0.02		$	0.12	$	0.14
Diluted	$	0.23	$	0.03		$	0.26	$	0.10	$	0.02		$	0.12	$	0.14

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

(3) Expense for significant transaction related expenses, including, $1.4 million for employee related actions, $0.7 million for data center moves, and $2.7 million for transition costs, technology costs and other fees in 2015. Expenses for significant transaction related transactions included $1.4 million for employee related actions, $0.6 million for data center moves and $1.5 million for professional and other fees in 2014.

(4) Adjustments tax effected at 35%.

	Quarter Ended June 30,
Reconciliation of Operating Free Cash Flow (millions)	2015			2014
Net cash provided by operating activities	$	0.8		$	33.1
Payments associated with acquired opening balance sheet liabilities		—			0.3
Net after-tax payments associated with employee-related actions (4)		0.4			0.9
Net after-tax payments associated with lease terminations (4)		0.2			0.2
Net after-tax payments associated with significant transaction related expenses (4)		1.0			1.2
Less capital expenditures		(9.4	)		(7.5	)
Operating Free Cash Flow	$	(7.0	)	$	28.2

EX-99.2

Quarterly Results

June 30, 2015

ACI Worldwide

July 30, 2015

Exhibit 99.2

MEETS THE CHALLENGE OF CHANGE

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

MEETS THE CHALLENGE OF CHANGE

Q2 2015 in Review

4

•

Net new bookings up 18%

•

Large customer commitment to UP

•

Entered new mortgage processing vertical

•

Signed important renewals, including IRS

•

Linux-based BASE24 eps launch by year end

•

Reiterating 2015 guidance

FINANCIAL REVIEW

Scott Behrens

Chief Financial Officer

MEETS THE CHALLENGE OF CHANGE

6

Key Takeaways from the Quarter

•

Sales Bookings

Q2

new

sales

bookings

up

18%

from

Q2

2014,

up

9%

excluding

impact

of

ReD

acquisition

Full year SNET growth tracking to high single digits

•

Backlog

12-month

backlog

of

$883

million,

down

$11

million

from

Q1

2015,

after

adjusting

for

fx

fluctuations

60-month

backlog

of

$4.1

billion,

down

$10

million

from

Q1

2015,

after

adjusting

for

fx

fluctuations

ACI-initiated exit of one EBPP vertical as a result of regulatory changes impacted 60-month backlog by $30 million. 

Excluding this, 60-month backlog grew $20 million. 

•

Revenue Growth

Non-GAAP revenue of $266 million, up 4% from Q2 2014 or up 6% on a constant currency basis

Acquisition of ReD

contributed $10 million

Non-GAAP organic revenue grew 4% after adjusting for $8 million in foreign currency fluctuations

Recurring revenue grew to $194 million, representing 73% of total revenue

•

Adjusted EBITDA

Adjusted EBITDA of $58 million increased 3% from Q2 2014

•

Operating Free Cash Flow (OFCF)

OFCF declined from Q2 2014 primarily driven by timing of Q2 2015 sales receipts now expected in early Q3

•

Debt and Liquidity

Ended the quarter with $50 million in cash and $808 million in debt, down $84 million YTD

Received cash proceeds of $35 million and recognized $24 million gain on the sale of our ownership in Yodlee

MEETS THE CHALLENGE OF CHANGE

2015 Guidance

7

Guidance

-

Reaffirming full year guidance. 

-

Represents 3%-6% organic growth after adjusting for foreign currency fluctuations

-

Sales, net of term extensions (SNET) growth in the high single digits

-

Q3 non-GAAP revenue expected to be in the range of $235 to $245 million

-

Pass through interchange revenues should approximate $125 million for the year

-

Adjusted EBITDA excludes approximately $12 million in significant transaction-related

expenses for datacenter and facilities consolidation and bill payment platform

rationalization

2015 Non-GAAP

Key Metrics

Guidance

Non-GAAP Revenue

1,040 - 1,070

Adjusted EBITDA

280 - 290

$s in millions

6/30/15 fx rates

APPENDIX

MEETS THE CHALLENGE OF CHANGE

Monthly Recurring Revenue

9

Monthly Recurring Revenue (millions)

2015

2014

Monthly Software license fees

$18.6

$23.0

Maintenance fees

60.1

62.3

Processing services

115.4

105.6

Monthly Recurring Revenue

$190.9

Quarter Ended

June 30,

$194.1

MEETS THE CHALLENGE OF CHANGE

10

Historic Sales Bookings By Quarter

New Accounts /

New Applications

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%

3/31/2014

$170,212

$36,928

$84,974

$48,311

22%

50%

28%

6/30/2014

$234,346

$44,321

$106,056

$83,969

19%

45%

36%

9/30/2014

$250,802

$63,396

$94,071

$93,336

25%

38%

37%

12/31/2014

$391,120

$99,972

$172,387

$118,761

26%

44%

30%

3/31/2015

$210,200

$38,555

$72,977

$98,668

18%

35%

47%

6/30/2015

$291,657

$32,919

$144,054

$114,683

11%

49%

39%

Sales

New Accounts /

New Applications

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

JUN YTD 15

$501,856

$71,474

$217,031

$213,351

JUN YTD 14

$404,558

$81,248

$191,030

$132,280

Variance

$97,298

($9,774)

$26,002

$81,071

Quarter-End

Add-on Business

inc. Capacity

Upgrades &

Services

Term Extension

Total Economic

Value of Sales

Sales Mix by Category

MEETS THE CHALLENGE OF CHANGE

Sales Bookings, Net of Term Extensions (SNET)

11

Channel

Qtr Ended

Jun 15

Qtr Ended

Jun 14

% Growth or

Decline

Americas

$95,134

$97,188

-2%

EMEA

59,244

36,361

63%

Asia-Pacific

22,595

16,827

34%

Total Sales (Net of Term Ext.)

$176,973

$150,377

18%

Sales Net of Term Extensions

MEETS THE CHALLENGE OF CHANGE

Non-GAAP Operating Income

12

Non-GAAP Operating Income (millions)

2015

2014

Operating income

$23.7

$26.7

Plus:

Deferred revenue fair value adjustment

0.2

0.5

Employee related actions

1.4

1.4

Significant transaction related expenses

3.4

2.1

Non-GAAP Operating Income

$                    28.7

$                 30.7

June 30,

Quarter Ended

MEETS THE CHALLENGE OF CHANGE

Adjusted EBITDA (millions)

2015

2014

Net Income

$27.1

$11.2

Plus:

Income tax expense

5.8

2.4

Net interest expense

10.4

9.2

Net other expense (income)

(19.7)

3.9

Depreciation expense

5.3

5.2

Amortization expense

18.3

15.3

Non-cash compensation expense

5.4

4.4

Adjusted EBITDA 

$52.6

$51.6

Deferred revenue fair value adjustment

0.2

0.5

Employee related actions

1.4

1.4

Significant transaction related expenses

3.4

2.1

Adjusted EBITDA excluding significant transaction

related expenses

$                    57.6

$                 55.6

Quarter Ended

June 30,

Adjusted EBITDA

13

MEETS THE CHALLENGE OF CHANGE

Operating Free Cash Flow

14

* Tax effected at 35%

Reconciliation of Operating Free Cash Flow (millions)

2015

2014

Net cash provided by operating activities

$0.8

$33.1

Payments associated with acquired opening balance sheet

liabilties

-

0.3

Net after-tax payments associated with employee-related

actions

0.4

0.9

Net after-tax payments associated with lease terminations

0.2

0.2

Net after-tax payments associated with significant

transaction related expenses

1.0

1.2

Less capital expenditures

(9.4)

(7.5)

Operating Free Cash Flow

($7.0)

$28.2

Quarter Ended June 30,

MEETS THE CHALLENGE OF CHANGE

60-Month Backlog

15

Quarter Ended

Backlog 60-Month (millions)

June 30,

June 30,

2015

2014

Americas

$3,013

$2,874

EMEA

840

765

Asia/Pacific

295

285

Backlog 60-Month

$4,148

$3,924

Deferred Revenue

$182

$190

Other

3,966

3,734

Backlog 60-Month

$4,148

$3,924

MEETS THE CHALLENGE OF CHANGE

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

16

Revenue

Qtr Ended

Jun 15

Qtr Ended

Jun 14

% Growth or

Decline

Revenue from Backlog

$248,815

$244,240

1.9%

Revenue from Sales

17,007

10,568

60.9%

Total Revenue

$265,822

$254,808

4.3%

Revenue from Backlog

94%

96%

Revenue from Sales

6%

4%

Revenue

MEETS THE CHALLENGE OF CHANGE

EPS Impact of Non-Cash and Significant Transaction

Related Items

17

EPS impact of non-cash and signficant transaction

related items

(millions)

EPS Impact

$ in Millions

(Net of Tax)

EPS Impact

$ in Millions

(Net of Tax)

Significant transaction related expenses

$                    0.03

$                   3.1

$              0.02

$                    2.3

Deferred revenue fair value adjustment

-

0.1

0.01

0.3

Amortization of acquisition-related intangibles

0.03

3.7

0.03

3.8

Amortization of acquisition-related software

0.03

4.0

0.03

3.3

Non-cash equity-based compensation

0.03

3.5

0.02

2.9

Total

$                    0.12

$                 14.4

$              0.11

$                  12.6

* Tax Effected at 35%

June 30,

2015

2014

Quarter Ended

MEETS THE CHALLENGE OF CHANGE

Contract Duration Metric

•

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

18

2.40

2.46

2.41

2.85

2.71

2.56

2.47

2.68

2.62

2.53

2.52

2.60

2.54

2.61

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

5.00

Q1

2012

Q2

2012

Q3

2012

Q4

2012

Q1

2013

Q2

2013

Q3

2013

Q4

2013

Q1

2014

Q2

2014

Q3

2014

Q4

2014

Q1

2015

Q2

2015

MEETS THE CHALLENGE OF CHANGE

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

acquisition

of

Online

Resources

Corporation

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

to

view

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

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

plus

deferred

revenue

that

would

have

been

recognized

in

the

normal

course

of

business

by

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

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

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.

19

MEETS THE CHALLENGE OF CHANGE

Non-GAAP Financial Measures

ACI

is

also

presenting

operating

free

cash

flow,

which

is

defined

as

net

cash

provided

by

operating

activities,

plus

payments

associated

with

acquired

opening

balance

sheet

liabilities,

net

after-tax

payments

associated

with

employee-

related

actions

and

facility

closures,

net

after-tax

payments

associated

with

significant

transaction

related

expenses

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

service

fees

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.

20

MEETS THE CHALLENGE OF CHANGE

Non-GAAP Financial Measures

Backlog

is

considered

a

non-GAAP

financial

measure

as

defined

by

SEC

Regulation

G.

Our

60-month

backlog

estimate

represents

expected

revenues

from

existing

customers

using

the

following

key

assumptions:

•

Maintenance

fees

are

assumed

to

exist

for

the

duration

of

the

license

term

for

those

contracts

in

which

the

committed

maintenance

term

is

less

than

the

committed

license

term.

•

License,

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,

but

not

limited

to,

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.

21

MEETS THE CHALLENGE OF CHANGE

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:

•

Expectations

regarding

2015

financial

guidance

related

to

non-GAAP

revenue,

adjusted

EBITDA;

•

Expectations

regarding

full

year

SNET;

•

Expectations

regarding

Q3

2015

non-GAAP

revenue;

and

•

Expectations

regarding

full

year

pass

through

interchange

revenues

22

MEETS THE CHALLENGE OF CHANGE

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,

UP,

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

Retail

Decisions,

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

and

our

Quarterly

Report

on

Form

10-Q.

23