end-to-end solutions for secure electronic payments annual report 2008 W O R L D W I D E Fellow Shareholders, 2008 was a year of change in the macro economy and in our customer base, particularly in the financial services client segment. One significant outcome of the banking crisis of 2008 was the realization in the marketplace that the payments business is critical to banking sector profitability. Payments are now crucial to the health and success of financial firms and will drive banking competition in the future. ACI is well placed to grow its electronic payments software business as our end users recognize the critical nature of our intellectual property offering. Simply speaking, the turmoil in the markets has underscored the advantage our products provide; ACI implements services and technology that manages the liability and deposit side of financial institutions and large processors. In a world where our customers need to rebalance their business models, ACI solutions are pivotal to their profitability and growth. As I shared with you in last year’s letter, ACI has broadened the company’s focus to emphasize more complete solutions that offer an end-to-end framework for integrated payments. The thesis that our customers could and would invest in multiple products was proven correct by our strong 2008 operating business performance. ACI has been fortunate insofar as we repositioned our business during the 2006 and 2007 fiscal years. Hence, looking back at October 2007 when the US equity markets peaked, our business model was not yet fully operational and our share price was not mirroring the market’s lofty performance. Thus, we do not regard the latter half of 2008 as a time where ACI was losing momentum; in fact, 2008 marked our next step towards gaining business momentum. During 2008 we completed some critical business initiatives. We achieved the globalization of our employee headcount to better serve and mirror our geographic regions of growth and reap the benefits of our 2007 investment in service centers in both Romania and India. We continued to invest in and build upon the IBM Alliance and both parties are now focused upon the execution of our robust 6-quarter pipeline. We signed several important transactions during 2008 which combined ACI’s software technology with IBM’s industry-leading 6ystem z hardware platforms in both Europe and in Asia. Risk Management We expended capital in software research and development in the context of our new IBM $lliance in order to maintain our industry-leading competitive advantage. ACI also witnessed sizable amounts of contracted business graduate from our implementation backlog and move into current period GAAP revenue. And, on the marketing and business side, we succeeded in moving several significant legacy “pay up-front” contracts with large US banking institutions to economic five-year term renewals. ACI remains a critical piece of the solution for banking institutions and the renewal of significant deals in the fourth quarter of 2008 underscored our importance to our end-user financial services clients. Backlog was impacted during 2008 by the extreme volatility of developed country currencies such as the Euro and the British pound. We ended the year at $1.407 billion in 60-month backlog, a very positive milestone given that we sold product throughout the world and backlog was negatively impacted by approximately $80 million due to declining European currencies. Nonetheless, in spite of currency market volatility, our sales still demonstrated strong growth in add-on business and renewed pricing power in our term extensions. New account and new sales business was slightly reduced compared to the previous year as we instituted a more disciplined approach to bidding out the cost of implementation and assessing the ultimate profitability of each customer. The fourth quarter of 2008 witnessed a record achievement by ACI whereby we signed contracts valued at $189 million, led by more prudently structured and far-reaching term renewal transactions in the United States business segment. Mindful of the overall credit market environment, ACI has been prudently managing its cash and we held $113 million in cash and equivalents at December 31, 2008. We have instituted strong accounts receivable practices and our collections are actually more robust than we have ever seen. Due to our focus upon long term economically valuable clients, we have seen a consistent and healthy rise in the monthly recurring fee income throughout our geographies _ up $17 million year-over-year _ as we de- emphasized pay up-front deals. The higher recurring monthly revenue is more appropriately aligned with our monthly expense base and represents a move towards a more sustainable and predictable revenue business. Retail Payments Finally, the measures we have taken in 2008, ranging from migrating both our software engineering talent and development centers closer to the end- customers globally to managing our expenses more prudently and renewing economically valuable contracts, have led to a 12% rise in revenue to $418 million as compared to our 2007 calendar year revenue performance. We achieved this rise in spite of the extreme fluctuations seen in European to US currency exchange rates. While the weakness of the British pound impacted our revenues, it equally benefited us as our sterling expense base shrunk in dollar cost terms. The currency market unrest reinforced the importance of, and utility of, our global headcount whereby revenues and expenses in a given country are more naturally aligned and, therefore, naturally hedged. Institutionally, during the past year, we also strengthened the executive team. I brought Ron Totaro to ACI in March 2008 and he serves as our Chief Operating Officer. In turn, Ron hired a Chief Product Officer and numerous strategy, planning and services team leaders across all our operating geographies. Ron’s direct reports focused in great detail upon product pricing strategy, methodologies and go-to market business plans in addition to multi-year product roadmaps. We worked with partners at IBM consulting to design and build a highly disciplined services and implementation organization with a tightly structured corporate management office, deal review committee and implementation services methodology to create more consistent ownership, framework and processes globally. We are near the end of our long-term restructuring process and anticipate that there is a further $8 million of costs we identified in the latter half of 2008 that will be removed from our organization during the first half of 2009. With this process structure in place, we will continue to focus on profitable revenue growth and cost containment. In addition to the upheaval in the banking sector in 2008, we began to see margin pressure at both switch and issuer customers throughout the marketplace. We are optimistic that customers will react to this constraint by investing more intelligently in their systems upgrades needs. We also expect that, while the ongoing banking crisis means that merger activity will decrease the number of active customer licenses in our developed markets, we will also see higher capacity fee deals and higher margins in this line of Wholesale Payments business. There are also ancillary opportunities in the large retailer segment as well that we have just begun to harness through a dedicated retailer sales account team. In the coming year, our business expectations revolve around improving margins and growing profitability. We are satisfied with our business pipeline and the quality of deals that we are seeing and believe that ACI management has a very good understanding of the seasonality and drivers as well as costs of adding new business in different geographies. We have a disciplined approach to scoping new business as well as to managing deal profitability. The value of our software intellectual property only continues to rise and we are encouraged by the trends and developments in our business sector. In looking forward to 2009, we see our customers looking to reduce operational costs and maximize productivity of their assets. Furthermore, we envision exciting opportunities in markets such as China, India and in Latin America. ACI established sales and operating entities in both China and India in 2008 in anticipation of payments hub and risk management solutions growth as well as Indian consumer payment systems expansions. In our Europe, Middle East & Africa (EMEA) segment, we think growth will occur in Single Euro Payments Area mandates instigating investment in software systems. In addition to migration opportunities, we also see a lot of interesting professional services opportunities in the EMEA division as we grow support packages for sunset products. And, finally, in the Americas division we see both large retailers and processors struggling with redundant legacy technologies at a time when they are focused upon improving their business productivity and margins. As always, I am grateful for the continued support of our employees, customers, partners and shareholders as we invest in ACI’s long-term success. I am confident that the steps we have taken over the past three years are building a stronger, more valuable, cohesive and productive company. We believe that the financial performance of ACI is already demonstrating the effectiveness of the steps we have already taken. We look forward to another year of strong operating performance which will only be enhanced by the depth of our organizational team and the exciting opportunities across our global footprint. Philip G. Heasley President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission File Number 0-25346 ACI WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 47-0772104 (State or other jurisdiction of (I.R.S.