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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission File No: 000-24931

S1 Corporation

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes þ         No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

     As of March 21, 2002, the aggregate market value of the shares of common stock of the registrant issued and outstanding on such date, excluding 3,449,008 shares held by all affiliates of the registrant, was approximately $929,066,984. This figure is based on the closing sales price of $15.70 per share of the registrant’s common stock on March 21, 2002, and excludes shares held by directors and executive officers because such persons may be deemed to be affiliates. This reference to affiliate status is not necessarily a conclusive determination for other purposes. Shares of common stock outstanding as of March 21, 2002: 62,625,249

Documents Incorporated by Reference

     List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

     Portions of the definitive proxy statement for the annual meeting of shareholders to be held May 23, 2002, which the registrant intends to file no later than 120 days after December 31, 2001, are incorporated by reference in Part III.

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S1 CORPORATION AND SUBSIDIARIES

FOR THE YEAR ENDED DECEMBER 31, 2001

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PART I

      This annual report on Form 10-K and the documents incorporated into this annual report on Form 10-K by reference contain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act. These statements include statements with respect to our financial condition, results of operations and business. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or similar terminology identify forward-looking statements. These statements are based on our beliefs as well as assumptions made using information currently available to us. Because these statements reflect our current views concerning future events, they involve risks, uncertainties and assumptions. Therefore, actual results may differ significantly from the results discussed in the forward-looking statements. The risk factors described below provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Except as provided by law, we undertake no obligation to update any forward-looking statement.

Item 1.     Business

Business Overview

      In 2001, we operated and managed S1 in two business segments: one focused on selling our product offering to financial institutions and one focused on selling a subset of our products, the contact center automation products (from our subsidiary, Edify Corporation), to a variety of industries such as retail, telecommunications, travel and transportation and financial services. You should also read our segment disclosures which are included in Note 17 to our consolidated financial statements contained elsewhere in this report.

      We provide enterprise software solutions for financial organizations including banks, credit unions, investment firms and insurance companies on a global basis. Our solutions automate the channels by which financial institutions interact with their customers. These channels include full-service channels that support a person-to-person interaction such as talking to a teller in a bank branch or working with an insurance agent or a customer support representative over the phone. Our applications support self-service channels, or person-to-machine interactions, such as the Internet, interactive voice response units (IVR) or automated teller machines (ATMs). They also support automated, or machine-to-machine, interactions. Our applications are designed to support all of the financial institution’s market segments from retail end-users to small businesses to large corporations, as well as financial institution employees including bank tellers, insurance agents, contact center representatives and financial advisors.

      We provide a comprehensive set of solutions for banking, brokerage and insurance, as well as customer relationship management (CRM) and wealth management, for global, national, regional and local financial organizations. We also provide statutory financial reporting software solutions. We offer aggregation services through our reseller relationship with Yodlee, Inc.

      Our products are designed to run on-premise at a financial institution location or be hosted in a data center (either an S1 data center or a third party’s facility). The products can be easily branded and extended to meet the specifications of the financial institution. We offer a variety of services to assist in implementing and supporting our applications, as well as hosting services that allow a financial institution to outsource, to S1, the ongoing operations and maintenance of their applications. We provide professional services for the installation and integration of our products, including on-premise installation at the financial institution’s location, installation at an S1 data center or installation at third-party data processing centers. In addition, we provide training, consulting and product enhancement services, enabling our customers to customize applications to meet particular business needs and strategies.

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      Through our Edify Corporation subsidiary, which comprises our contact center automation segment, we provide voice self-service systems. Our contact center automation segment offers customer interaction technology solutions that allow organizations to automate, integrate and personalize interactions with customers, primarily through the voice and email channels, yielding stronger, more profitable relationships. These technologies are designed to address a customer’s question or need in an automated manner allowing the interaction to be addressed without human intervention. Calls that do require human assistance can automatically be routed to the most appropriate person. The technologies also provide much of the contact center infrastructure making the management and routing of customer contacts more efficient and effective. This segment sells these products horizontally to a variety of industries.

General Background

      To date, we have derived a significant portion of our revenues from licensing our solutions and providing professional services. We generate recurring data center revenues by charging our data center customers a monthly fixed fee or a fee based on the number of their end users who use the solutions we provide, subject to a minimum charge. We also generate recurring revenue by charging customers who license our products a periodic fee for software maintenance.

      Over the last three years, we have made numerous strategic acquisitions that were undertaken to provide additional technology, product and service offerings, industry expertise, a broader client base and an expanded geographic presence. In March 2002, we acquired the assets and subsidiaries of Point Holdings, Ltd., a Dublin, Ireland based multi-channel CRM application provider. In February 2002, we acquired Regency Systems, Inc., a Dallas, Texas based provider of telephone and Internet banking applications and web design services for community and mid-market banks. In September 2001, we acquired Software Dynamics Inc. (SDI), a West Hills, California based provider of branch automation, teller, call center and CRM solutions for financial institutions. In April 2000, we acquired Davidge Data Systems, Inc., a New York, New York based provider of order routing services to brokerage firms and Q-Up Systems, Inc., an Austin, Texas based provider of Internet financial services solutions to community and mid-market banks. In November 2000, we acquired Level Next, Inc., a provider of global trade finance systems. In November 1999, we acquired Edify Corporation, a Santa Clara, California based global provider of Internet and voice e-commerce portal solutions; FICS Group, N.V., a Brussels, Belgium based vendor of financial electronic commerce and regulatory reporting software; and VerticalOne Corporation, then an Atlanta based consolidator, organizer and presenter of personal account information via the Internet. We sold VerticalOne to Yodlee, Inc. in January 2001. As of December 31, 2001, we held an approximately 32% interest in Yodlee.

Industry Background

      Financial institutions interact with their customers through a variety of channels, including but not limited to the branch, call center, phone, ATM and the Internet. The use of these channels has evolved over the years. Initially financial institutions offered only full-service (person-to-person) interactions, where their customers would need to come to them for any type of transaction or inquiry. The customer might be able to call the financial institution instead of going there, but they still had to talk to somebody. There was no concept of self-service. The market then evolved with the use of the phone as a mechanism to execute transactions: customers could check balances, transfer funds, purchase stocks, etc. In addition, the ATM was introduced as a way for customers to receive and deposit funds at their convenience. In the 1990’s, another channel was added, the Internet. As the Internet became a viable channel for commerce, many thought it would replace most of these other channels, but the financial institutions found out that other channels didn’t go away but that their customers now had more options and wanted to use them all.

      As each of these channels was introduced and proliferated, financial institutions took a tactical approach in expanding their offerings, incrementally adding these new channels as they fit in with their evolving business plans. By and large, each channel became an independent product, with little crossover between lines of business or little integration between the channels themselves, which led to operating inefficiencies, little or no

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      We started in this industry in 1995 as the founder of Security First Network Bank. In 1998, we sold our banking operations to focus on being a provider of Internet banking software and changed our name to S1 Corporation. Ultimately we evolved into a provider of integrated eFinance software that delivered transactional support for banking, brokerage and insurance over the Internet. Through acquisitions, we broadened our product line to address not only the Internet channel but also the branch, call center and voice channels as well. We believe that with the next generation of applications, the integration of all of these channels will become paramount for the financial institution as competition for products and services escalates. As more and more products become available to financial services consumers, it will prove increasingly difficult for financial institutions to differentiate their products from other providers.

      We believe that a key point of competitive advantage will center on how well financial institutions provide a unified experience for their customers across all points of interaction. Financial institutions will need to deliver a consistent and compelling experience to their customers and provide them with products and services that better meet their needs and are relevant to their stage in life. While this sounds straightforward, we believe it is very challenging to a financial institution dealing with multiple channels, all using different technologies, integrated with a variety of legacy applications. Financial institutions are now driven by technology and must attempt to keep up with the rapid pace of change. They have to determine how to leverage what they have today while moving to new technologies that will protect their investments and better position them for the future. Continuing economic pressures and cost and resource cutting have forced them to try and do more with less. In addition, many financial institutions are struggling to absorb acquired businesses and rationalize the technologies and systems involved.

      We believe these factors will drive financial institutions to pursue an enterprise solution that helps them automate and integrate their channels while leveraging single points of integration to their back office systems and better sharing customer information. This type of solution would reduce costs by using single points of integration to the legacy applications, decreasing operational complexity and eliminating multi-vendor coordination, as well as drive revenue by enhancing cross-selling opportunities, and increasing customer loyalty. We are taking action to deliver a fully integrated solution that automates and integrates the front-office applications, while providing a technology platform to simplify integration and operations as well as speed implementation and time to market. Our activities over the course of 2001 laid the groundwork for delivery of this type of enterprise application.

      The same market factors driving financial services towards automation and integration across channels are evident in other industries served by our contact center automation business. In tough economic times, highly competitive markets such as retail, travel and telecom have to execute on multiple objectives that include reducing costs and retaining customers. Each of these industries, much like financial institutions, deploy large contact centers and branches employing many hundreds of customer service representatives. To reduce costs, the volume of customer interactions handled by the highest cost channel, the customer service representative, must be migrated to self-service customer contact channels such as voice response, email, wireless and Web and leverage technologies such as speech recognition and natural language processing. At the same time the workload of customer service representatives is greatly reduced, and the value to the customer is greatly enhanced by seamlessly integrating self-service interactions with customer transactional and preference data across the enterprise. We have developed a platform, based on the experience gained from handling call volumes in some of the world’s largest contact centers, that spans all of the contact channels, be it phone, web, email or wireless.

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The S1 Solution

      In 2001, we evolved the focus of our solutions from the Internet to a multi-channel approach across multiple front-office applications. We spent the first half of 2001 building our new J2EE-based technology platform and beginning to consolidate our various Internet-based offerings on this platform. The S1 Enterprise Platform, S1 Personal Banking and S1 Business Banking were released for general availability in the first quarter of 2002. The acquisition of SDI allowed us to broaden our strategy and solution set moving our focus beyond the Internet to all of the interaction channels. With the addition of SDI, we renamed our entire product family S1 Enterprise and began to integrate our product lines together allowing us to fulfill our integrated, multi-channel, front-office vision.

      Our direction for the S1 Enterprise, is to take a holistic approach to unifying the multiple channels, applications, and customer segments that define a financial institution. By taking a customer-centric view, we intend that the S1 Enterprise will enable financial institutions to deliver a personalized, compelling experience to their retail, small business and corporate customers. By supporting all customer interaction channels — including full-service channels such as branches, agents and call centers; self-service channels such as ATM and the Web; and automated interactions such as Open Financial Exchange (OFX) — we intend that S1 Enterprise will enable financial institutions to deliver a common customer experience while helping them rapidly deploy new products and services. S1 Enterprise offers banking, investment, insurance, wealth management and CRM applications that can be used by both financial institution customers and internal users, such as tellers, agents, brokers, and customer service representatives. We provide flexible, customizable solutions with a modular approach so financial institutions can innovate their enterprise at their own pace, while increasing revenue, lowering costs and building stronger customer loyalty.

      We believe that the S1 Enterprise, when fully implemented, will offer a number of important benefits to our customers including the following:

	•	S1 Enterprise Will Turn Static Financial Institution Data into Actionable Information — Financial institutions have a wealth of valuable customer information stored throughout their organizations. Their customers also have multiple financial relationships with other providers. S1 Enterprise will help financial institutions collect the data from internal and external systems, giving greater insight into customers and the ability to deliver more personalized service. S1 Enterprise will feature fully integrated CRM capabilities so that our financial institution clients can leverage customer information and marketing programs across all customer touchpoints, helping them create profitable and satisfying customer interactions. Our CRM approach goes beyond the traditional approach by turning information such as alerts, awards and promotions into actionable information at the delivery channel of choice for the financial institution’s customer. This includes all delivery channels — not just the call center.
	•	S1 Enterprise Will Deliver Compelling, Personalized Products and Services — In order to build customer loyalty, financial institutions need to deliver personalized products and services that are timely, relevant and accurate. S1 Enterprise will help them understand their customer’s buying behaviors, attitudes toward technology and short and long-term financial goals. S1 Enterprise will help financial institutions create more cross-selling opportunities, while maximizing the existing relationships they have established to up-sell and reduce customer churn. Such personalized service increases opportunities for cross sell and creates more effective push marketing.
	•	S1 Enterprise Will Provide Cost Effective Integration of Multiple Applications and Channels — The S1 Enterprise will deliver integrated solutions across self-service channels such as the Web and phone, and will provide tools to support the full-service channels, including tellers, insurance agents, brokers, call center representatives and private bankers. Delivering all of these services from a common platform will enable financial institutions to achieve significant cost savings over time. With the deployment of one application, they get the most comprehensive functionality on an open, flexible, and operable industry platform. With multiple applications, they begin to see true economies of scale with the single platform already in place. While this not only reduces integration, maintenance and implementation costs, it can also leverage the cross-channel CRM capabilities for more effective

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		personalization and sales opportunities. All of this capability is delivered while still leveraging the existing investments in back-office system interfaces.

S1 Vision and Strategy

      Our objective is to be the leading global provider of integrated enterprise solutions that enable financial institutions to improve the way they service their customers by integrating all delivery channels expanding the total financial relationship and increasing profits. To achieve this objective, we intend to pursue the following activities:

      Our priority in 2001 was to ensure that S1 was in the strongest possible operational and financial position to capitalize on this vision. This initiative included the rationalization of our operating cost structure and assets, a necessary task after completing six acquisitions in 1999 and 2000. Combined with a concerted focus on cost control, this rationalization was the impetus behind the improvement in our gross margin from 41% in 2000 to 59% in 2001. These and other operational accomplishments were a significant turning point in our financial performance. Revenues increased 19% in 2001 to $278.3 million. Similarly, we reduced our net loss per share to $3.74 per share in 2001 from $21.77 per share in 2000. Finally, we stabilized our cash flow during 2001, generating $11.9 million in cash flow from operations and ending the year with $148.5 million in cash. We expect to continue our focus on cost control.

      We added new senior executives in 2001, including such key appointments as Matthew Hale as Chief Financial Officer; Peter Dunning as Executive Vice President and General Manager of the Americas; Steve Ely as Senior Vice President of Worldwide Marketing; and Vic Syracuse as Senior Vice President of Operations and Technical Support. We also named retired Chairman and Chief Executive Officer of The Coca-Cola Company, M. Douglas Ivester, to our Board of Directors.

      Due to rapid growth and numerous acquisitions, S1 products encompassed several overlapping technologies and applications. In order to realize the full potential of our solution, and make the most effective use of our development resources, it was imperative to re-write the technological architecture underlying many of our products. Our initial focus was on converging our Internet-based products to a single platform. From that point, we plan to integrate products serving other channels into the platform so we can leverage their functionality and deliver true multi-channel integration.

      A key component of the S1 Enterprise family of products is the S1 Enterprise Platform, which not only provides integration across all of a financial institution’s channels, but enables them to leverage the interfaces built to their back end systems, share customer data across the organization, and deliver comprehensive, integrated marketing programs. S1 Enterprise Platform technology features an open, flexible and operable architecture that incorporates existing legacy and third-party applications, while also helping the financial institution move toward a standard platform that unifies its channel strategy. This platform also provides the most robust transactional and CRM capabilities for both end-user customers and internal users alike. An n-tier, component-based architecture, the S1 Enterprise Platform utilizes common industry standards such as J2EE and XML for integrating third-party solutions, existing systems and evolving technology standards. In addition, the S1 Enterprise Platform facilitates a common customer experience by supporting multiple delivery channels, such as Web, call centers, wireless, branch, ATMs and advisors.

      The S1 Enterprise Platform will serve as a common base for S1 product deployments. Its layered framework ensures that all applications are consistent in their interpretation and presentation of all data and that they can be extended, upgraded, maintained and operated. By the end of 2002, it will also allow all applications and channels to access customer information through a single database. This approach reduces a financial services provider’s operating costs and total cost of ownership, thereby enhancing return on investment.

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      In order to make the S1 Enterprise Platform as customer-centric as possible, we enlisted 14 financial institutions to take part in our innovative Market Leadership Program (MLP). These 14 MLP partners worked directly with our product management and development teams in 2001 to develop and refine our Enterprise Platform offering, as well as the first two products to be deployed on the platform, S1 Personal Banking and S1 Business Banking. In doing so, the MLP partners had the opportunity to incorporate their business requirements into the product design, as well as to acquire a hands-on knowledge of the products. For us, the MLP has contributed customer insights into our product development process and provided a base of customers to validate the products’ functionality and technical architecture. MLP partners also create a group of customers we use as references. Early releases of the S1 Enterprise Platform, along with S1 Personal Banking and S1 Business Banking were delivered to our MLP partners in November 2001. In the fourth quarter of 2001, we added over ten new Enterprise customers, which we define as customers using products across more than one channel such as the Internet and the branch. The S1 Enterprise Platform, S1 Personal Banking and S1 Business Banking were released for general availability in the first quarter of 2002.

      With the expansion of our product line and customer base through acquisitions and with our integrated application approach, we intend to increase revenues by selling additional products and services to our existing customers. We believe that opportunities for cross-selling our products and services will increase as we continue to expand our Enterprise Platform.

      We are increasing our emphasis on selling packaged solutions instead of highly-customized, tool-kit-oriented solutions. As the market moves from early adopters to the mainstream majority, our customers are more focused on implementing packages that can be extended and customized as opposed to buying tool-kits that require a high degree of customization and result in more expensive ongoing maintenance and issues with upgrades.

      In 2001, we focused on expanding our relationship with International Business Machines Corporation. We ported some of our existing Internet-based products to the IBM Z-series platform (OS/ 390) and have been working jointly on implementing this solution for one of our joint customers. We believe IBM will be a key distribution partner for us and we expect they will do a significant amount of implementation and integration work associated with the S1 Enterprise family of products. We have also initiated relationships with other large systems integrators on which we expect to focus in 2002.

      Our emphasis on delivery of packaged products will result in the delivery of “channel ready” products that can be more easily sold and implemented by other organizations. We plan to add key partners to extend our sales channel program.

      In September 2001, we acquired SDI, a provider of branch automation, teller, call center and CRM solutions for financial institutions. SDI’s branch and call center capabilities addressed key channels not previously offered by S1. The acquisition also expanded our customer base significantly, adding over 1,000 additional financial institutions, and created considerable synergies through the inclusion of the branch application as part of our overall S1 Enterprise solution.

      In February 2002, we acquired Regency Systems, Inc., which will strengthen our solutions set with telephone banking applications targeted at the community and regional segment of the bank market. In addition, the Regency acquisition brought several hundred new financial institutions into the S1 customer base. In March 2002, we acquired the assets and subsidiaries of Point Holdings, Ltd., which will expand our presence in Europe. We plan to pursue strategic acquisitions that will (i) provide additional technology, product and service offerings and industry expertise, (ii) broaden our client base and (iii) expand our

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S1 Products

      Our products are classified in eight major groups: Banking Solutions, Insurance Solutions, CRM Solutions, Investment Solutions, Wealth Management Solutions, Financial Reporting, Account Aggregation and Customer Contact Solutions.

      The year 2001 has been a transition for our Internet-based banking offerings. In November 2001, we delivered the limited availability release of our S1 Personal Banking and S1 Business Banking products running on the new S1 Enterprise Platform. Over time, we expect our existing Internet-banking products will converge with these new products and customers will be migrated to them.

	•	S1 Personal Banking — gives individual consumers anytime, anywhere access to all of their banking accounts, including deposit, credit card and loan accounts. Functions include the ability to view statements, account activity, and cleared and pending transactions online, to transfer funds between accounts and to pay bills electronically.
	•	S1 Business Banking — is a comprehensive banking product geared to the unique needs of small business owner-operators. Available services include daily account balance and transaction reporting, disbursement services, payroll, account transfers, wires, and electronic tax payments. Personalization options simplify cash management tasks for easy organization and management of company funds.

      Our current, Internet-based banking products that will converge with the products above include:

	•	S1 Internet Banking System (IBS) — is targeted towards the community banking market. Functions include the ability to view statements, account activity, and cleared and pending transactions online, to transfer funds between accounts and to pay bills electronically.
	•	S1 IBS Cash Management System — is targeted towards the community banking market. Functions include integrated front and back office systems, multiple payment vehicles such as domestic and SWIFT wires, ACH, and EFTPS, integration with the IBS retail Internet banking application and EDI data display.
	•	S1 Consumer Banking — is a comprehensive online retail banking solution, targeted towards larger financial institutions, with industry leading functionality that addresses customer life goals and enables them to maximize customer loyalty and revenue. Customers can view statements, account activity, and cleared and pending transactions online, transfer funds between accounts and pay bills electronically.

      In the commercial banking area, we offer the following Internet-based applications:

	•	S1 Corporate Banking — is a comprehensive Internet-based cash management solution for large corporations. This application offers multi-lingual, multi-currency and multi-delivery channel capability to perform such functions as information reporting, global payments, check services, file services and customer administration on a global basis.
	•	S1 Trade Finance — is an international trade finance system providing the ability to generate a wide range of trade-specific documents and over 100 customer reports, as well as delivering a complete “Bank Site” web application.

      With the acquisition of SDI, we formed the S1 Full-Service Banking Group (S1 FSBG),which offers S1 ZEUS. S1 ZEUS is a branch automation application that includes products for sales and service, teller, call center, and customer relationship management (CRM).

	•	S1 ZEUS Teller — provides a base set of transactions and core services necessary for fulfilling the rigorous requirements of today’s teller environment, including host communications, sharing and

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		storing of information, cumulative totals, electronic journal, transaction security and approval, and balancing aids.
	•	S1 ZEUS Sales and Service — includes a base set of transactions, sales tools, and core services that expedite selling new products, as well as servicing existing accounts.
	•	S1 ZEUS Call Center — provides the customer information, sales and service capabilities, process flows, reporting, and fulfillment management that are exclusive to call center operations. The ZEUS Call Center application integrates with other call center technologies, including IVR systems, computer telephony integration servers, and automatic call distributor systems.

     S1 Insurance Solutions

      S1 Insurance solutions include products for both the customer and the agent or intermediary. The applications support product sales capabilities as well as self-service capabilities for the property and casualty and life and annuity markets.

	•	S1 Consumer Insurance — provides the features and functionality to enable financial institutions to improve customer service, acquire new business and reduce costs by providing anytime, anywhere access to meet insurance needs. Customers can view policy information, request changes to their policies, initiate the claims process and get insurance quotes as well as apply and purchase products online.

     S1 CRM Solutions

	•	S1 Customer Center — a virtual financial lobby, the S1 Customer Center provides customers with a destination web site or portal giving them access to product information, news and other content, as well as community pages and bulletin boards. The S1 Customer Center enables financial institutions to efficiently create, manage and quantify their web presence.
	•	S1 Relationship Management — delivers both pre- and post-login portal capabilities, that can be personalized by the end-user, as well as targeted marketing features. This product is designed for the larger financial institution with a sophisticated customer segmentation strategy.
	•	S1 vCSR — the S1 vCSR (virtual customer service representative) family of products provides applications that provide real-time fulfillment and complete knowledge of the customer allowing financial institutions to: understand what the customer says and what they type, know how satisfied they are with the service and how important they are as a customer, fulfill their request and speak the information they need, email it, fax it, or send it to their wireless device of choice, inform the human CSR about the reason for a customer call and suggest action and speak to the customer, help them find what they need on the web site, or connect them with the most qualified person to provide assistance. These solutions are sold into the financial services market under the S1 brand; they are sold horizontally in other industries under the Edify brand.
	•	S1 ZEUS CRM — provides a complete customer centric, end-to-end CRM solution. The application features easy to use analytical and segmentation tools, comprehensive campaign development and management capabilities, and a unique methodology to drive the results of CRM out to all channels. It permits real time access to customer contact and value information, as well as target campaigns, and significantly enhances the value of CRM efforts.

     S1 Investment Solutions

	•	S1 Consumer Investments — is an online brokerage program that allows a consumer to trade stocks, mutual funds, options and bonds as well as track and manage their portfolio. S1 Consumer Investments provides everything investors need to manage their investment accounts, make trades, obtain market research and track orders.

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	•	S1 Institutional Investments — provides delivers products that support order-routing connectivity, middleware and network services to facilitate retail and professional trading.

     S1 Wealth Management Solutions

      S1 Wealth Management provides the ability for a financial institution advisor — private bankers, brokers, insurance agents, or customer support representatives — to collaborate online with their clients allowing them to help build wealth for their customers, while securing loyal, long-term relationships. Financial institution clients also have online access to financial planning tools, advice and market research.

     Financial Reporting

      Our financial reporting application, FiRE, aims to ease the burden of regulatory reporting for banks, mutual funds, pension brokers, and other financial institutions. It benefits organizations by empowering them to comply with the reporting stipulations of central banks, monetary authorities, and other financial regulators — in up to 21 countries. It also provides comptrollers, regulatory specialists, managers, and other internal staff with a set of added value tools for building a financial data warehouse and generating their financial reports.

     Account Aggregation

      Through our reseller agreement with Yodlee, Inc., which is described more fully in Note 18 to our consolidated financial statements included elsewhere in this report, we provide account aggregation capabilities, which allow the delivery of an integrated balance sheet consolidating, organizing and presenting a consumers’ personal account information, from a variety of providers, for confidential viewing and access.

     Customer Contact Solutions

      Edify develops customer contact solutions for all customer contact channels, including Web, voice, wireless and email communications. In addition to the Virtual CSR (or vCSR), as described above, we offer the following applications as part of our Edify Enterprise, a full function, enterprise CRM system:

	•	Edify Desktop — The Edify Desktop is the primary computer-based resource utilized by the live Customer Service Representative (CSR) while interacting with a customer. Edify Desktop utilizes a web browser-based environment which presents all information necessary for the effective and efficient handling of a customer inquiry.
	•	Universal Queue (Uqueue) — In a multi-channel contact center, not all customer contacts are created equal in terms of importance, required response times, or the best resource to assign for servicing. Uqueue enables this process in an automated, high volume, and multi-channel environment. The Uqueue is capable of managing the prioritization and routing of customer contacts originating over any channel.
	•	Unified Reports Server — Reporting and analysis empowers managers with the timely, enterprise-wide information they need to react efficiently. The Unified Reports Server provides a detailed, enterprise-level view of the contact center, allowing managers to measure the efficiency of operations and personalize customer interactions.
	•	Edify CTI Server — provides an essential link between the enterprise’s telephone switching systems and other components of the Edify Enterprise suite of customer interaction solutions, by allowing Edify Enterprise vCSR Suites and Edify Contact Center Suite to both monitor and control events occurring on the telephony switch. Computer Telephony Integration (CTI) is an essential part of any total customer interaction solution. This is true whether the enterprise uses a “traditional” circuit-switched telephony infrastructure, an Internet Protocol (IP) telephony system, or, as in many cases today, a combination of the two.

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	•	Edify Chat and Cobrowse — quickly integrates your website into your call center, permitting customers to summon assistance from an agent at the click of a button. Edify Chat & Cobrowse enables organizations the immediate benefits of higher cross-sell and up-sell conversions, accelerated web-channel acceptance and increased customer satisfaction, activity, and loyalty.
	•	The Edify Customer Feedback and Analysis application — designed to help companies achieve success in their target financial metrics by utilizing an automated customer feedback and analysis process to obtain insights into drivers of purchasing decisions, customer satisfaction and customer preference.

S1 Services

      We provide services to assist our customers in the planning, implementation and customization of their applications as well as ongoing maintenance and support and, if desired, application-hosting services.

     S1 Hosting Services

      Our hosting services provide operational management and control across the full range of banking, brokerage, insurance, loan, credit card and content applications and information. We provide managed operations for financial institutions through our data center facilities in Norcross, Georgia, Singapore and the United Kingdom. With more than six years of experience in building and operating data centers for financial applications, our mature operating environment was created to address mission-critical operational issues, such as security, recovery and availability. Our data centers are hardened facilities that can scale to support large volumes of customers.

      The S1 Customer Support team offers various levels of service to meet an organization’s support needs and budgets:

	•	Technical Support — Customer support engineers will work to provide solutions on S1 products;
	•	Software Release — Software upgrades that include enhancements to the software as well as operations and performance improvements;
	•	Online Support — The S1 Support Website is designed to provide “one-stop” access to technical information for S1 products. The S1 Support Website provides access to technical FAQs, download patches, the latest documentation, and support bulletins; and
	•	Client Advocate — All customers are assigned an S1 Client Advocate, whose primary responsibility is to ensure seamless support between S1 and our customers, as well as identification of joint areas of improvement. This provides a much stronger support experience for our customers.

      Our professional services team helps financial institutions bring their solutions to market — rapidly and efficiently. Our professional services organization is engaged in the following activities:

	•	Project Management — Our project manager is responsible for keeping a project on schedule and within budget throughout the implementation cycle;
	•	Custom Software Development — Our developers will customize our solution to meet the specific business requirements of our customers — from analysis and design to building and testing;
	•	Technical Services — Our team will design, implement and test the servers and network infrastructure to support our solutions. Our expertise includes software integration, database services, networking and the applications skills required to deliver secure, robust solutions;
	•	Educational Services — Our training professionals help financial institution employees use our solutions to better serve their customers; and

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	•	Web Design Services — S1 Web Technologies is available to assist with delivery of a complete web presence for financial institutions.

Clients and Markets

      We provide solutions to global financial services organizations as well as regional and local financial institutions. Currently, we serve more than 3,700 banks, credit unions, insurance providers and investment firms. In addition, we provide our contact center automation technology to companies in the consumer goods, manufacturing, healthcare, technology and telecommunications industries.

      In 1999, 2000 and 2001, we reported revenues of $84.9 million, $187.8 million and $226.5 million from our financial institutions segment and revenues of $8.0 million, $43.8 million and $51.8 million from our contact center automation segment, respectively.

      During 2001, we provided implementation, hosting and product enhancement services for State Farm Mutual Automobile Insurance Company through our financial institutions segment. We derived 40%, 31% and 28% of our total revenues from State Farm in 1999, 2000 and 2001, respectively. Although we expect continued concentrations of revenue from this customer, we believe the percentage of our total revenues from this customer will decrease in 2002.

Strategic Alliances and Partners

      We have built a global network of alliances, allowing us to more fully extend our expertise, capabilities, and reach within the financial services industry. We have established strategic, technology, and channel relationships with a number of organizations. We have alliances with companies such as Fiserv, Inc., IBM, KPMG LLP and NCR Corporation as well as with numerous core processing vendors, bill payment providers, credit card processing vendors and printed product vendors.

Sales and Marketing

      We sell our solutions to small, mid-sized and large financial organizations. Our sales force is comprised of professionals structured in three major regional groups: (i) the Americas region, (ii) the Europe, Middle East and Africa region (EMEA) and (iii) the Asia-Pacific and Japan (APJ) region. We reported revenues of $92.9 million, $233.9 million and $278.3 million for the years ended December 31, 1999, 2000 and 2001, respectively, of which 88%, 83% and 76%, respectively, were attributed to sales in the United States.

      Within each region, we divide our sales force into two teams: named accounts and field sales. The named accounts sales team manages our relationships with existing customers and markets our products to the largest financial organizations in the world. The named accounts sales force focuses on developing long-term relationships with senior management of large financial organizations, typically including these organizations’ chief executive officers and the heads of their retail banking and information technology divisions. The sales cycle for these large financial organizations generally lasts from 6 to 18 months. Contracts with these large financial organizations typically have multi-year terms. Once we have established a relationship with these organizations and their senior management teams, the sales team continues to market additional products and services to them.

      Our field sales team focuses on building successful relationships with smaller financial organizations. In addition, the field sales team assumes responsibility for relationships with distribution partners, thereby maximizing our market penetration through the reseller channel. The sales cycle for these small to mid-sized financial organizations typically lasts from six to nine months, and the contracts entered into with them typically provide for direct delivery and service requirements which we perform over a shorter period of time than those contracts with large financial organizations.

      Our sales support team provides functional and technical sales support to maximize the client’s understanding of S1’s solutions.

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      In addition to internal sales efforts and joint efforts with distribution partners like IBM and NCR, S1 markets its products and services in other ways to build awareness of the S1 brand. Our marketing efforts include participating in and exhibiting at industry conferences and trade shows, maintaining memberships in key industry organizations and establishing close relationships with industry analysts to help guide product development and marketing efforts.

      Edify markets its products worldwide through a direct sales force as well as through multiple value-added resellers, OEMs, outsourcers, distributors and systems integrators, including: Datamat Spa, Bell South Corporation, Digital Datavoice Corporation, Digital Voice Systems Inc., Electronic Data Systems Corporation, Fujitsu Limited, Hitachi Ltd., iSi-Dentsu of America, Inc., MCI group — an operating unit of WorldCom, Inc., NCR Corporation, NEC Corporation, Rockwell International Corporation, Unisys Corporation, Vystys Inc., Verizon Communications Inc. and Viecore Inc. Edify also partners with leading technology providers to extend the capabilities of both its own and its partners’ products. Edify’s partners include Siebel Systems, Inc., Cisco Systems, Inc., Compaq Computer Corporation, Genesys Telecommunications Laboratories, Inc., Microsoft Corporation, Nuance Communications, Inc. and Speechworks International, Inc.

Product Development

      Our product development efforts are focused on:

	•	Developing the S1 Enterprise Platform. We developed and are continuing to enhance a new technological architecture for the S1 Enterprise family of products. Utilizing leading industry standards such as J2EE, the S1 Enterprise Platform is an open, flexible and scalable architecture that will serve as a common base for S1 product deployments. Its layered framework ensures that all applications are consistent in their interpretation and presentation of all data and that they can be consistently extended, upgraded, maintained and operated. It also allows all applications and channels to access customer information via a single database.
	•	Collaborating with Customers to Develop and Refine our Product Offering. In order to make the S1 Personal Banking and Business Banking products as customer-centric as possible, we enlisted 14 financial institutions to take part in our innovative Market Leadership Program. These 14 MLP partners worked directly with product management and the software development team to develop and refine our offering. In doing so, the MLP partners had the opportunity to incorporate their business requirements into the product design, as well as to acquire a hands-on knowledge of the product. For us, the MLP has contributed invaluable customer insights into our product development process and provided a base of customers to validate the products’ functionality and technical architecture.
	•	Enhancing Existing Products and Services. We are developing new functions and features across our entire product line in order to provide a broader range of capabilities and continue to best meet our customers needs.

      We spent approximately $24.6 million, $70.5 million and $55.6 million on product development efforts in 1999, 2000 and 2001, respectively.

      In order to optimize available research and development resources and meet development timeframes, we established a relationship with an Indian based development organization in 2001 to assist us with portions of our product development. We expect to expand this relationship in 2002 to a newly created development center in India.

Competition — Financial Institutions Segment

      The market for financial software is competitive, rapidly evolving and subject to technological change. We currently perceive our primary competition as coming from three areas: (1) in-house development organizations of financial institutions, (2) point solution providers and (3) core processing vendors. We believe that these strategies are inefficient for financial organizations, particularly during a time when many financial institutions are seeking to integrate their offerings.

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      We believe financial organizations may encounter the following challenges when building financial software in-house:

      • building, maintaining and upgrading the in-house solution is very costly;

	•	attracting and retaining the necessary technical personnel can be difficult; and
	•	technological development may be too far outside the financial organization’s core competencies for them to be effective or successful.

      These vendors offer solutions for a specific line of business and/or channel for the financial institution. In the retail Internet banking space, we compete with Digital Insight Corporation, Financial Fusion (a division of Sybase) and Corillian Corporation. In branch banking, we compete with Argo Data Resource, Inc. and WebTone Technologies, Inc. In business banking, we compete with Fundtech Ltd., Politzer & Haney and Metavante Corporation. We believe the disadvantages associated with a point solution approach include:

	•	integrating additional applications and channels with multiple vendors greatly lengthens a financial organization’s time-to-market;
	•	operating and upgrading solutions from multiple vendors is very costly; and
	•	a single technology approach does not provide an integrated view of the customer.

      These vendors offer data processing services and outsourcing for the financial institutions’ systems of record. In this space we see companies such as Metavante, Fiserv and Jack Henry and Associates, Inc. Many of these companies offer front-office products at a sharp discount to augment their back-office capabilities. We believe the primary disadvantage of this approach is that these front office applications will lag behind the market to some degree in terms of functions and features and are secondary to the vendor behind their back-office products and services.

Competition — Contact Center Automation Segment

      The market for contact center automation products is divided into several distinct categories, voice solutions, eServices solutions and contact center solutions. Edify competes with different vendors in each category, but few span more than one category.

      Our primary competitors in the voice solution category are InterVoice-Brite, Inc., IBM, Avaya Inc. and Nortel Networks Corporation. We believe our solution is more attractive to customers because:

	•	our software based platform does not require proprietary voice hardware;
	•	we use a patented visual and integrated developed environment instead of proprietary scripting tools;
	•	our solution provides industry leading scalability;
	•	we have integrated customer analytics; and
	•	we offer multiple speech recognition engines.

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      We compete with Siebel Systems, Inc., Kana Inc. and eGain Communications Corp. in the eServices market. Our products have the following advantages:

	•	one platform that supports and integrates all customer contact channels and is more cost efficient to integrate with other enterprise systems;
	•	natural language understanding technology for both voice and text based interactions; and
	•	applications that automate the fulfillment of customer specific transactional and relationship information in addition to topic based search requests.

      In this category, we compete with companies such as Avaya, Nortel Networks, Aspect Telecommunications Corporation and Interactive Intelligence Inc. We believe our key advantages include:

	•	our single software based platform that supports and integrates all customer self-service channels;
	•	a CSR desktop that supports multiple media sessions and a unified view of every customer;
	•	reporting and management tools that provide a unified view of every customer and interaction across any number of customer contact channels; and
	•	integrated customer analytics.

Government Regulation

      We are subject to examination, and are indirectly regulated by, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the various state financial regulatory agencies that supervise and regulate the banks and thrift institutions for which we provide data processing services. Matters subject to review and examination by federal and state financial institution regulatory agencies include our internal controls in connection with our performance of data processing services and the agreements giving rise to those processing activities.

      Laws and regulations which apply to communications and commerce over the Internet are becoming more prevalent. Currently, there are Internet laws regarding copyrights, taxation and the transmission of specified types of material. Congress also adopted legislation imposing obligations on financial institutions to notify their customers of the institution’s privacy practices, restrict the sharing of non-public customer data with non-affiliated parties at the customer’s request, and establish procedures and practices to protect and secure customer data. These privacy provisions are implemented by regulations with which compliance is now required. Additionally, there are many legislative and regulatory actions pending at the state and federal level with respect to privacy. Further, our clients and we may be faced with state and federal requirements that differ drastically, and in some cases conflict. In addition, the European Union enacted its own privacy regulations and is currently considering other Internet-related legislation. The law of the Internet, however, remains largely unsettled, even in areas where there has been some legislative action. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel and taxation apply to the Internet. In addition, the growth and development of the market for online financial services, including online banking, may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business online. We are also subject to encryption and security export laws which, depending on future developments, could adversely affect our business.

Employees

      As of March 15, 2002, we had approximately 1,640 employees, including 697 in customer support and professional services, 234 in sales and marketing and 378 in product development. In addition to full-time

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Risk Factors

      You should consider carefully the following risks before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could decline, and you may lose all or a part of the money you paid to buy our common stock.

Our quarterly operating results may fluctuate and any fluctuations could adversely affect the price of our common stock

      Our quarterly operating results have fluctuated significantly to date. If we fail to meet the expectations of securities analysts or investors as a result of any future fluctuations in our quarterly operating results, the market price of our common stock would likely decline. We expect that we may experience fluctuations in future quarters because:

	•	we cannot accurately predict the number and timing of contracts we will sign in a period, in part because the budget constraints and internal review processes of existing and potential clients are not within our control;
	•	many of our clients’ orders tend to be relatively large, and in any given period a substantial portion of our revenues may be attributable to a few clients;
	•	the length of our sales cycle to large financial organizations generally lasts from 6 to 18 months, which adds an element of uncertainty to our ability to forecast revenues;
	•	if we fail to introduce new or enhanced products, or if our competitors introduce new or enhanced products, sales of our products and services may not achieve expected levels and/or may decline;
	•	our ability to expand the mix of distribution channels through which our products are sold may be limited;
	•	our products may not achieve widespread consumer acceptance, which could cause our revenues to be lower than expected;
	•	our sales may be constrained by the timing of releases of third-party software that works with our products; and
	•	a significant percentage of our expenses is relatively fixed, and we may be unable to reduce expenses if revenues decrease.

Acquisitions may be costly and difficult to integrate, divert management resources or dilute stockholder value

      We acquired three companies in 1999, three companies in 2000, one company in 2001 and two companies in the first quarter of 2002. We sold one of these acquired companies in January 2001. The continued integration of these companies and any future acquisitions into our existing operations is a complex, time-consuming and expensive process and may disrupt our business. We have encountered substantial difficulties, costs and delays in integrating the acquired operations with our own and may continue to do so in the future. Among the issues related to integration are:

	•	potential incompatibility of business cultures;
	•	potential delays in rationalizing diverse technology platforms;
	•	potential difficulties in coordinating geographically separated organizations;

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	•	potential difficulties in re-training sales forces to market all of our products across all of our intended markets;
	•	potential difficulties implementing common internal business systems and processes;
	•	potential conflicts in third-party relationships; and
	•	the loss of key employees and diversion of the attention of management from other ongoing business concerns.

We depend on a limited number of clients for a significant portion of our revenue and, if any of those clients terminates its contract, our revenues and financial performance would decline

      Our business success depends in part on our relationships with a limited number of large clients. We had one client that accounted for 40%, 31% and 28% of our total revenue in 1999, 2000 and 2001, respectively. Although the percentage of total revenue that this one client accounts for has declined, we expect that we will continue to derive a significant portion of our revenue from a limited number of clients in the future. A substantial number of our client contracts do not allow our clients to terminate their contracts prior to the termination date without payment of liquidated damages. These damages are usually insufficient to replace the ongoing revenue we would have otherwise earned.

Market volatility may affect the price of our common stock

      The trading prices of Internet stocks in general, and ours in particular, have experienced extreme price fluctuations. Since reaching a high in 2000, our stock price has declined significantly. Any further negative change in the public’s perception of the prospects of Internet or e-commerce companies could further depress our stock price regardless of our results of operations. Other broad market and industry factors may decrease the trading price of our common stock, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions such as a recession or interest rate or currency rate fluctuations, also may decrease the trading price of our common stock. In addition, our stock price could be subject to wide fluctuations in response to the following factors:

	•	actual or anticipated variations in our quarterly operating results;
	•	announcements of new products, product enhancements, technological innovations or new services by us or our competitors;
	•	changes in financial estimates by securities analysts;
	•	conditions or trends in the Internet and online commerce industries;
	•	changes in the market valuations of other Internet or online service companies;
	•	developments in Internet regulations;
	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
	•	unscheduled system downtime of our products in either a hosted or in-house environment;
	•	additions or departures of key personnel; and
	•	sales of our common stock or other securities in the open market.

We have experienced substantial losses and may not achieve profitable operations in the foreseeable future

      We incurred losses in 1999, 2000 and 2001. In November 2000 and June 2001, we approved restructuring plans related to the streamlining of our worldwide operations. We continue to review our cost structure on a worldwide basis and look for additional ways to streamline our operations. We believe our efforts to streamline operations, including headcount reductions and consolidation of our operating facilities, have resulted in costs

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Future sales of our common stock in the public market could negatively affect our stock price

      If our stockholders sell substantial amounts of our common stock, including shares issued when options and warrants are exercised or shares of our preferred stock are converted into common stock, the market price of our common stock could fall. As of March 21, 2002, we had 62.6 million shares of common stock outstanding, assuming no exercise of outstanding options or warrants or conversion of preferred stock. As of March 21, 2002, there were outstanding employee stock options to purchase 17.4 million shares of our common stock, options and warrants to acquire 300,000 shares of our common stock, and 1.6 million shares of preferred stock convertible into an aggregate of 8.7 million shares of our common stock. The common stock issuable after vesting and upon exercise of these options and warrants and upon conversion of this preferred stock will be eligible for sale in the public market from time to time. Our series D convertible preferred shares must be converted by April 30, 2002 which will result in the issuance of 7.0 million shares of our common stock. The possible sale of a significant number of these shares may cause the market price of our common stock to fall. Some of the holders of restricted shares of our common stock, our preferred stock and vested options or warrants have rights that may require us to register shares of common stock with the Securities and Exchange Commission. By exercising their registration rights and causing a large number of shares to be sold in the public market, these stockholders could cause the market price of our common stock to fall.

A significant portion of our clients are in the rapidly consolidating financial services industry, which is subject to economic changes that could reduce demand for our products and services

      For the foreseeable future, we expect to derive most of our revenue from products and services we provide to the banking industry and other financial services firms such as insurance and securities brokerage companies. Changes in economic conditions and unforeseen events, like recession or inflation, could occur and reduce consumers’ use of banking services. Any event of this kind, or implementation for any reason by banks of cost reduction measures, could result in significant decreases in demand for our products and services. Mergers and acquisitions are pervasive in today’s banking industry. Our existing clients may be acquired by or merged into other financial institutions which already have their own financial Internet software solution or decide to terminate their relationships with us for other reasons. As a result, our sales could decline if an existing client is merged into or acquired by another company.

Network or Internet security problems could damage our reputation and business

      Despite our security measures, the core of our network infrastructure could be vulnerable to unforeseen computer problems. Although we believe we have taken steps to mitigate much of the risk, we may in the future experience interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees or others. Unknown security risks may result in liability to us and also may deter financial organizations from licensing our software and services. Although we intend to continue to implement and establish security measures, there can be no assurance that measures we have implemented will not be circumvented in the future, which could have a material adverse effect on our business, financial condition or results of operations. The occurrence of any of these problems could reduce product demand from potential customers and cause existing customers to terminate their license or data center contracts with us. These problems could also require us to spend significant capital to remedy any failure and could subject us to costly litigation with clients or their end users.

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Our market is highly competitive and, if we are unable to keep pace with evolving technology, our revenue and future prospects may decline

      The market for our products and services is characterized by rapidly changing technology, intense competition and evolving industry standards. We have many competitors who offer various components of our suite of applications or who use a different technology platform to accomplish similar tasks. In some cases, our existing clients also use some of our competitors’ products. Our future success will depend on our ability to develop, sell and support enhancements of current products and new software products in response to changing client needs. If the completion of the next version of any of our products is delayed, our revenue and future prospects could be harmed. In addition, competitors may develop products or technologies that the industry considers more attractive than those we offer or that render our technology obsolete.

We are engaged in software development activities in countries other than the United States, which may not be successful and which may put our intellectual property at risk

      In order to optimize available research and development resources and meet development timeframes, we established a relationship with an Indian based development organization in 2001 to assist us with portions of our product development. We expect to expand this relationship in 2002 to a newly created development center in India. While our experience to date with these activities has been positive, there is no assurance that this will continue. Specifically, there are a number of risks associated with this activity, including but not limited to the following:

	•	communications and information flow may be less efficient and accurate as a consequence of the time, distance and language differences between our primary development organization and the Indian based activities, resulting in delays in development or errors in the software developed;
	•	ramp-up time for our Indian based development efforts may adversely impact the ability to meet anticipated schedules;
	•	the quality of the development efforts undertaken in India may not meet our requirements because of language, cultural and experiential differences, resulting in potential product errors and/or delays; and
	•	there is the potential for misappropriation of our intellectual property that might not be readily discoverable.

We may become involved in litigation over proprietary rights, which may be costly and time consuming

      Other parties may assert that our products, trademarks or other proprietary rights require a license of intellectual property rights or infringe, or may infringe, on their intellectual property rights. Any claims, with or without merit, could:

	•	be time-consuming;
	•	result in costly litigation;
	•	cause product shipment delays;
	•	require us to enter into royalty or licensing agreements; or
	•	result in an injunction being issued against the use of our products.

      Royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all, which could harm our business, financial condition and results of operations. Litigation to determine the validity of any claims could result in significant expense to us and divert the efforts of our technical and management personnel from productive tasks, whether or not the litigation is determined in our favor. In the event of an adverse ruling, we may be required to:

	•	pay substantial damages;
	•	discontinue the use and sale of infringing products;

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	•	expend significant resources to develop non-infringing technology; or
	•	obtain licenses to infringing technology.

      Our failure to develop or license a substitute technology could significantly harm our business. We expect software to be increasingly subject to third-party infringement claims as the number of competitors grows and the functionality of products in different industry segments overlaps. Third parties may have, or may eventually be issued, patents that would be infringed by our products or technology. Any of these third parties could make a claim of infringement against us with respect to our products or technology. In addition, we may become involved in costly and time-consuming litigation to protect the validity of our intellectual property rights.

Infringement of our proprietary technology could hurt our competitive position and income potential

      Our success depends upon our proprietary technology and information. We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality procedures to protect our proprietary technology and information. Because it is difficult to police unauthorized use of software, the steps we have taken to protect our services and products may not prevent misappropriation of our technology. Any misappropriation of our proprietary technology or information could reduce any competitive advantages we may have or result in costly litigation. We now also have a significant international presence. The laws of some foreign countries may not protect our proprietary technology as well as the laws of the United States. Our ability to protect our proprietary technology abroad may not be adequate.

International operations and currency exchange rate fluctuations may adversely affect us

      We conduct our business worldwide and may be adversely affected by changes in demand resulting from:

	•	fluctuations in currency exchange rates;
	•	governmental currency controls;
	•	changes in various regulatory requirements;
	•	political and economic changes and disruptions;
	•	difficulties in enforcing our contracts in foreign jurisdictions;
	•	export/import controls;
	•	tariff regulations;
	•	difficulties in staffing and managing foreign sales and support operations;
	•	greater difficulties in trade accounts receivable collection; and
	•	possible adverse tax consequences.

      In addition, we maintain our international executive offices and a significant portion of our maintenance, consulting, and research and development operations in Europe. Therefore, our operations may also be affected by economic conditions in Europe. These risks associated with international operations may harm our business.

If we are unable to attract and retain highly skilled technical employees, we may not be able to compete

      Based on the significant growth in our operations and the need for highly skilled technical employees, we believe that our future success will depend in large part on our ability to attract and retain highly skilled technical personnel. Because the development of our software requires knowledge of computer hardware, as well as a variety of software applications, we need to attract and retain technical personnel who are proficient in all these disciplines. There is substantial competition for employees with the technical skills we require. If we cannot hire and retain talented technical personnel, this could adversely affect our growth prospects and future success.

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We are subject to government regulation

      We are subject to examination, and are indirectly regulated, by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the various state financial regulatory agencies that supervise and regulate the banks and thrift institutions for which we provide data processing services. Matters subject to review and examination by federal and state financial institution regulatory agencies include our internal controls in connection with our performance of data processing services and the agreements giving rise to those processing activities.

The adoption or modification of laws or regulations relating to the Internet, or interpretations of existing law, could adversely affect our business

      Laws and regulations which apply to communications and commerce over the Internet are becoming more prevalent. Currently, there are Internet laws regarding copyrights, taxation and the transmission of specified types of material. Congress also adopted legislation imposing obligations on financial institutions to notify their customers of the institution’s privacy practices, restrict the sharing of non-public customer data with non-affiliated parties at the customer’s request, and establish procedures and practices to protect and secure customer data. These privacy provisions are implemented by regulations with which compliance is now required. Additionally, there are many legislative and regulatory actions pending at the state and federal level with respect to privacy. Further, our clients and we may be faced with state and federal requirements that differ drastically, and in some cases conflict. In addition, the European Union enacted its own privacy regulations and is currently considering other Internet-related legislation. The law of the Internet, however, remains largely unsettled, even in areas where there has been some legislative action. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel and taxation apply to the Internet. In addition, the growth and development of the market for online financial services, including online banking, may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business online.

Restrictions on our export of encrypted technology could cause us to incur delays in international sales

      Our solutions use encrypted technology, the export of which is regulated by the United States government. If the United States government were to adopt new legislation restricting the export of software or encryption technology, we could experience delays or reductions in our shipments of products internationally. In addition, existing or future export regulations could limit our ability to distribute our solutions outside of the United States.

System failures or performance problems with our products could cause demand for these products to decrease, require us to make significant capital expenditures or impair client relations

      There are many factors that could adversely affect the performance, quality and desirability of our products and could delay or prevent these products from gaining market acceptance. These factors include, but are not limited to the following:

	•	extraordinary end-user volumes or other events could cause systems to fail;
	•	our products could contain errors, or “bugs”, which could impair the services we provide;
	•	during the initial implementation of some products, we have experienced significant delays integrating software and bringing banks online, and we may experience similar difficulties or delays in connection with future implementations and upgrades to new versions; and
	•	many of our products require integration with third-party products and systems, and we may not be able to integrate these products with new or existing products.

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      Our executive offices are currently located in Atlanta, Georgia. Our primary office for EMEA operations is in the United Kingdom, and our primary office for APJ operations is in Sydney, Australia. We have data centers in the Atlanta and Dallas metropolitan areas for the Americas, in the U.K. for EMEA and in Singapore for APJ. We maintain additional domestic offices in Boston, Massachusetts; Charlotte, North Carolina; Austin, Texas; Dallas, Texas; Santa Clara, California; New York, New York and West Hills, California. We maintain additional international offices in Brussels, Hong Kong, Lisbon, London, Luxembourg, Madrid, Melbourne, Paris and Rotterdam.

      Our financial institutions segment is based out of our corporate offices in Atlanta and has operations in all of our offices, except for our office in Santa Clara where our contact center automation technology segment is based. We lease all of our office space as well as our data center facilities.

      There is no material pending legal proceeding to which S1 or its subsidiaries are a party or of which any of our property or the property of our subsidiaries is the subject. S1 is involved in immaterial litigation matters incidental to our business.

      (a) Not applicable.

      (b) Not applicable.

      (c) Not applicable.

      (d) Not applicable.

PART II

      (a) Our common stock is quoted on the Nasdaq National Market under the symbol “SONE”. The following table shows, for the periods indicated, the high and low prices per share of our common stock as reported on the Nasdaq National Market.

      As of the close of business on March 15, 2002, there were 633 holders of record of our common stock. We have never paid or declared cash dividends on our common stock or preferred stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future.

      (b) Not applicable.

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      The following table presents selected statement of operations data, selected balance sheet data and other selected data for S1 on a consolidated basis. We derived the selected historical consolidated financial data presented below from our audited consolidated financial statements and related notes. You should read this data together with our audited consolidated financial statements and related notes.

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(1)	Earnings before interest, taxes, depreciation and amortization (EBITDA) is commonly used by investors to measure a company’s ability to generate cash flow. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States and should not be considered as an alternative to net income (loss) as a measure of performance or to cash flow as a measure of liquidity.
(2)	Stock compensation expense is included in direct costs of revenue, selling and marketing expense, product development expense and general and administrative expense as presented in our statements of operations.

      This annual report contains forward-looking statements and information relating to us, including our subsidiaries. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or similar terminology identify forward-looking statements. These statements are based on our beliefs as well as assumptions made using information currently available to us. Because these statements reflect our current views concerning future events, they involve risks, uncertainties and assumptions. Therefore, actual results may differ significantly from the results discussed in the forward-looking statements. For a summary of significant risks, you should read the risk factors described under the caption “Risk Factors” in Item 1 of Part I of this report. Except as required by law, we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available.

      The following discussion should be read in conjunction with the audited consolidated financial statements and notes appearing elsewhere in this report.

Overview

      To date, we have derived a significant portion of our revenues from licensing our solutions and providing professional services. We generate recurring data center revenues by charging our data center customers a monthly fixed fee or a fee based on the number of their end users who use the solutions we provide, subject to a minimum charge. We also generate recurring revenues by charging our customers a periodic fee for maintenance.

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      Our priorities in 2001 included the rationalization of our operating cost structure and assets, a necessary task after completing six acquisitions in 1999 and 2000. Combined with a focus on cost control, this rationalization was the impetus behind the improvement in our gross margin from 41% in 2000 to 59% in 2001. These and other operational accomplishments propelled S1 to a significant improvement in its financial performance. Revenues increased 19% in 2001 to $278.3 million. Similarly, net loss per share was significantly reduced to $3.74 per share in 2001 from $21.77 per share in 2000. Additionally, we stabilized our cash flow. During 2001, we generated $11.9 million in cash flow from operations and ended the year with $148.5 million in cash.

      In 2001, while working to strengthen S1’s operational and financial performance, we also undertook the most extensive retooling ever of our technology. Due to rapid growth and numerous acquisitions, S1 products encompassed several overlapping technologies and applications. In order to realize the full potential of an enterprise eFinance solution, it was imperative to re-write the technological architecture for the S1 suite of products.

      During 2001, we invested in the development of our new integrated S1 Enterprise Platform as the technology foundation for the S1 Enterprise family of products. The S1 Enterprise Platform enables financial services providers to leverage the interfaces built to their back-end systems, share customer data across their enterprise and deliver comprehensive, integrated marketing programs. The S1 Enterprise Platform provides an open, flexible, and scalable architecture that leverages existing legacy and third-party applications. Additionally, the S1 Enterprise Platform allows financial services providers to move toward a standard platform to unify their channel strategy and provide transactional and CRM capabilities to both their external and internal customers. Through our Market Leadership Program, certain customers have provided us with valuable input on the architectural requirements and business capabilities that financial services providers need to deliver a consistent eFinance experience across all customer interaction channels. Our Enterprise Platform 1.0 was released for general availability during the first quarter of 2002. While we historically have not capitalized software development costs because of the insignificant amount of costs incurred between technological feasibility and general customer release, we may be required to capitalize certain software development costs in the future.

      In order to optimize available research and development resources and meet development timeframes, we have established a relationship with an Indian-based development organization to assist us with portions of our product development. We expect to expand this relationship in 2002 to a newly created development center in India.

Acquisitions

      We have made numerous strategic acquisitions that were designed to provide additional technology, product and service offerings, additional industry experience, a broader client base and an expanded geographic presence.

      In March 2002, we acquired the assets and subsidiaries of Point Holdings, Ltd., a Dublin, Ireland based multi-channel CRM application provider. In February 2002, we acquired Regency Systems, Inc., a Dallas, Texas based provider of telephone and Internet banking applications and web design services for community and mid-market banks. In September 2001, we acquired Software Dynamics, Inc., a West Hills, California based provider of branch automation, teller, call center and CRM solutions for financial institutions. In April 2000, we acquired Davidge Data Systems, Inc., a New York, New York based provider of order routing services to brokerage firms and Q-Up Systems, Inc., an Austin, Texas based provider of Internet financial services solutions to community and mid-market banks. In November 2000, we acquired Level Next, Inc., a provider of global trade banking systems. In November 1999, we acquired Edify Corporation, a Santa Clara, California based global provider of Internet and voice e-Commerce portal solutions; FICS Group, N.V., a Brussels, Belgium based vendor of financial electronic commerce and regulatory reporting software; and VerticalOne Corporation, then an Atlanta based consolidator, organizer and presenter of personal account information via the Internet. We sold VerticalOne to Yodlee, Inc. in January 2001.

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      We accounted for all of our acquisitions using the purchase method of accounting with the excess of the purchase price over the estimated fair value of the net assets (liabilities) recorded as goodwill. Other intangible assets include developed technology, customer lists and assembled work force. The consolidated financial statements include the results of operations for the acquired companies from the date of acquisition, which for accounting purposes is generally the month end date closest to the actual date of acquisition.

Operating Segment Information

      During 2001, we conducted our operations in two business segments: financial institutions and contact center automation technology. In 1999 and 2000, we operated a third segment, Internet aggregation services, through our VerticalOne subsidiary. Through this segment, we provided technology that enables consumers to aggregate personal account information from multiple sources. We sold our VerticalOne subsidiary to Yodlee, Inc. in January 2001. Accordingly, we eliminated the Internet aggregation services segment in 2001.

      Financial Institutions Segment. Our financial institutions segment builds, delivers and operates integrated, transactional and brandable applications and channel solutions for financial services providers worldwide. The financial institutions segment provides customized solutions to large global and national financial institutions, as well as solutions that require little or no customization and are primarily sold to community and regional banks. We maintain multiple offices and a worldwide professional services team to assist with customization and implementation of our applications. We also provide hosting services.

      In November 1999, we completed the acquisition of FICS Group, N.V., which included our Financial Reporting Systems business unit that we reported in our financial statements as held for sale. As a result, we did not include the operating results of FRS in our statements of operations for 1999 or 2000. During the first quarter of 2001, we determined that there was no reasonable market for the sale of FRS and that we would continue to operate FRS until we (1) identified a suitable market for sale of the FRS business or (2) determined that continued operation of the FRS business was no longer viable. Accordingly, we have included the results of the FRS operations, which we do not consider material, in our statement of operations for 2001 as part of the financial institutions segment.

      Contact Center Automation Segment. Our contact center automation segment offers enterprise customer interaction solutions, including: interactive voice response, voice recognition, e-mail management, web chat navigation and collaboration and computer telephony integration. These solutions allow financial institutions and other organizations to automate, integrate and personalize interactions with customers through multiple channels. Using customer-determined profiles and interests, our clients can notify their customers about new products or services. Calls that do require human assistance can automatically be routed to the most appropriate person. All of these goals can be accomplished through a combination of channels, including telephone, Internet, e-mail, fax, and pager. In addition, we offer a natural language speech recognition product and an optional marketing campaign management component that enables businesses to deliver products and services to targeted prospects consistently through multiple channels. Currently, a large portion of our contact center automation segment revenues comes from financial institutions. Our strategy is to leverage this domain expertise and the cross-sell opportunities to benefit our entire organization.

      All of our acquired businesses, except Edify Corporation, are part of our financial institutions segment. The voice portal solution of Edify makes up our contact center automation segment, and the remaining portion of Edify is included in the financial institutions segment. VerticalOne made up our Internet aggregation services segment in 1999 and 2000.

      On January 16, 2001, we sold our VerticalOne subsidiary to Yodlee in a stock-for-stock transaction in which we received an ownership interest of approximately 33% in Yodlee. During 2001, we accounted for our equity interest in Yodlee as an equity method investment and recorded our equity interest in the net loss of Yodlee in our statement of operations. We are a reseller of Yodlee’s account aggregation services. See Note 18 to the consolidated financial statements included elsewhere in this report for a description of our reseller agreement with Yodlee.

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Restructuring Plans

      In November 2000, we approved a restructuring plan to streamline our operations, as well as to discontinue development on the Edify retail banking platform. As a result of the restructuring plan, we reduced our workforce by approximately 220 employees and closed several of our facilities worldwide. During 2001, we determined that, as a result of a softening in the domestic real estate markets, our original estimate of the costs to dispose of unused real estate was below the currently anticipated costs and the restructuring accrual was adjusted. During the second quarter of 2001, we approved a restructuring plan to streamline our European operations. In connection with this plan, we reduced our European workforce by 77 people and consolidated the majority of our European operations into two locations.

      We continue to review our cost structure on a worldwide basis and look for additional ways to streamline our operations. We believe that our efforts to streamline operations, including headcount reductions and consolidation of our operating facilities, have resulted in cost savings that have improved our results of operations and our cash flows from operating activities during the year ended December 31, 2001. Further adjustments to the restructuring accrual may be recorded in the future due to changes in estimates of lease termination reserves arising from changing real estate market conditions.

Critical Accounting Policies and Estimates

      Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Generally, we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under other assumptions or conditions.

      Critical accounting policies are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies include those related to:

	•	revenue recognition;
	•	estimation of our allowance for doubtful accounts and billing adjustments;
	•	valuation and recoverability of long-lived assets, including goodwill;
	•	determination of technological feasibility and capitalization of software development costs;
	•	recognition of costs in connection with restructuring plans and merger-related activities;
	•	valuation of stock options and warrants issued; and
	•	accounting for our equity method investment in Yodlee.

      Revenue recognition. Revenue is a key component of our results of operations and is a key metric used by management, securities analysts and investors to evaluate our performance. Our revenue arrangements generally include multiple elements such as license fees for software products, installation services, customization services, training services, post-contract customer support, data center services and, in some cases, hardware or other third party products.

      Software license revenue. We recognize software license sales in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements,” Statement of Position No. 97-2, “Software Revenue Recognition,” and SOP No. 98-9, “Modification of SOP No. 97-2 With Respect to Certain Transactions.” For software license sales for which any services rendered are not considered essential to the functionality of the software, we recognize revenue upon delivery of the software provided (1) there is

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      When the professional services are considered essential to the functionality of the software, we record revenue for the license and professional services over the implementation period using the percentage of completion method, measured by the percentage of labor hours incurred to date to estimated total labor hours for each contract. For software licenses where the license term does not begin until installation is complete, we recognize license and professional services revenue when we complete the installation of the software.

      For license arrangements in which the fee is not considered fixed or determinable, the license revenue is recognized as payments become due. In certain instances, we recognize our software license revenue on a straight-line basis over either the term of the agreement or, for contracts without a term, the estimated period during which post-contract support is expected to be provided.

      Support and maintenance revenue. Revenues for post-contract customer support and maintenance are recognized ratably over the contract period.

      Professional services revenue. Revenues derived from arrangements to provide professional services on a time and materials basis are recognized as the related services are performed. Revenues from professional services provided on a fixed fee basis are recognized using the percentage of completion method, measured by the percentage of labor hours incurred to date to estimated total labor hours for the contract.

      Data center revenue. We recognize data center revenue in accordance with the multiple element arrangement guidance in SAB No. 101. We also consider the applicability of Emerging Issues Task Force No. 00-03, “Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity’s Hardware,” to our data center arrangements on a contract-by-contract basis. If we determine that a software element covered by SOP No. 97-2 is present in a hosting arrangement, we recognize the license, professional services and data center revenue is recognized pursuant to SOP No. 97-2. If we determine that a software element covered by SOP No. 97-2 is not present in a hosting arrangement, we recognize revenue for the arrangement pursuant to SAB No. 101. See a full discussion of our revenue recognition policies in Note 2 to the consolidated financial statements included elsewhere in this report.

      Revenue on a substantial portion of our data center arrangements is allocated to the implementation and transaction processing elements using the residual method. We have determined that our transaction processing services can be separated from the installation services as they represent separate earnings processes, evidence of fair value exists for the transaction processing services, and the transaction processing services are not essential to the functionality of any other element in the arrangement. If it was determined that the implementation services cannot be separated from the transaction processing services in an arrangement, we would recognize the professional services revenue over the term of the data center arrangement or the expected period of performance, whichever is longer.

      Our contractual arrangements are evaluated on a contract-by-contract basis and often require our judgement and estimates that affect the classification and timing of revenue recognized in our statements of operations. Specifically, we may be required to make judgments about:

	•	whether the fees associated with our products and services are fixed and determinable;
	•	whether or not collection of our fees is reasonably assured;
	•	whether professional services are essential to the functionality of the related software product;
	•	whether we have the ability to make reasonably dependable estimates in the application of the percentage of completion method; and
	•	whether we have verifiable objective evidence of fair value for our products and services;

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      Additionally, we may be required to make the following estimates:

	•	the period that we expect to provide post contract support when the agreement does not contain a specific term;
	•	percentage of labor hours incurred to date to the estimated total labor hours for each contract;
	•	provisions for estimated losses on uncompleted contracts; and
	•	the need for an allowance for doubtful accounts or billing adjustments.

      If other judgements or assumptions were used in the evaluation of our revenue arrangements, the timing and amounts of revenue recognized may have been significantly different. For instance, many of our revenue arrangements are accounted for using the percentage of completion method since the services are considered essential to the functionality of the software. If it was determined that those services were not essential to the functionality of the software, we may have recognized the license revenue upon delivery of the license, provided other required criteria were satisfied. Further, if we determined that we cannot make reasonably dependable estimates in the application of the percentage of completion method, we would defer all revenue and recognize it upon completion of the contract.

      Estimation of allowance for doubtful accounts and billing adjustments. We are required to report accounts receivable at the amount we expect to collect from our customers. As a result, we are required to use our judgment to estimate the likelihood that certain receivables may not be collected or that we might offer future discounts or concessions for previously billed amounts. As a result, we have established a discount allowance for estimated billing adjustments and a bad debt allowance for estimated amounts that we will not collect. We report provisions for billing adjustments as a reduction of revenue and provisions for bad debts as a component of selling expense. We review specific accounts for collectibility based on circumstances known to us at the date of our financial statements. In addition, we maintain general reserves based on historical billing adjustments and write-offs. These estimates are based on historical discounts, concessions and bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms. Accordingly, our judgements and estimates about the collectibility of our accounts receivable affect revenue, selling expense and the carrying value of our accounts receivable.

      Valuation and recoverability of long-lived assets, including goodwill. We evaluate the recoverability of long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amount should be assessed by comparing their carrying value to the undiscounted estimated future net operating cash flows expected to be derived from such assets. If such evaluation indicates a potential impairment, we use discounted cash flows to measure fair value in determining the amount of the long-lived assets that should be written off. For long-term cost and equity investments, we write-down their carrying values if it is determined that an impairment is other than temporary. Factors we consider important which could trigger an impairment review include, but are not limited to, the following:

	•	significant under-performance relative to expected historical or projected future operating results;
	•	significant changes in the manner of our use of the acquired assets or the strategy of our overall business;
	•	significant negative industry or economic trends;
	•	significant decline in our stock price for a sustained period; and
	•	our market capitalization relative to net book value.

      During the fourth quarter of 2000, we recorded a $664.9 million impairment charge on goodwill and other intangible assets that we deemed were impaired. See further discussion of this charge in Note 8 to the consolidated financial statements included elsewhere in this report. During 2001, we recorded impairment charges in the aggregate amount of $4 million for cost-basis investments that we deemed were impaired. Additionally, we recorded a $8.4 million impairment charge during the fourth quarter of 2001 on our investment in Yodlee. See further discussion of our equity investment in Yodlee in Note 4 to the consolidated

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      On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” which required us to perform an initial impairment review of our goodwill at that date and will require us to perform impairment reviews thereafter, at least once annually. The transitional impairment test requires us to: (1) identify our reporting units, (2) determine the carrying value of each reporting unit by assigning assets and liabilities, including existing goodwill and intangible assets, to those reporting units, and (3) determine the fair value of each reporting unit. At this time, we do not anticipate any charge resulting from the transitional impairment test; however, we have not completed our review. While we will no longer record monthly amortization expense for goodwill and other indefinite lived intangible assets, future events and changes in circumstances may require us to record a significant impairment charge in any given period.

      Determination of technological feasibility and capitalization of software development costs. We are required to assess when technological feasibility occurs for products that we develop. Based on our judgement, we have determined that technological feasibility for our products generally occurs when we complete beta testing. Because of the insignificant amount of costs incurred between completion of beta testing and general customer release, we have not capitalized any software development costs in the accompanying consolidated financial statements. If we determined that technological feasibility had occurred at an earlier point in the development cycle and that subsequent production costs incurred before general availability of the product were significant, we would have capitalized those costs and recognized them over future periods. We continue to monitor changes in the software development cycle and may be required to capitalize certain software development costs in the future.

      Recognition of costs in connection with restructuring plans and merger related activities. During the fourth quarter of 2000 and the second quarter of 2001, we recorded charges in connection with restructurings. See further discussion of the terms of these restructurings in Note 9 to the consolidated financial statements included elsewhere in this report. At the date we approve a restructuring plan, we establish a liability for the estimated costs associated with that restructuring plan. At that time, and thereafter until the plan activities are complete, the actual costs associated with the plan may differ from our estimates. We use our judgment and information available to us at the date of the financial statements to reevaluate our initial estimates of the plan costs. If we believe that our previous estimates are no longer accurate in light of current conditions, we adjust the reserve with a corresponding increase or decrease to current period earnings.

      Accrued restructuring costs at December 31, 2001 reflect our estimate of future rental obligations and other costs associated with office space that we do not plan to use in our operations as a result of the restructuring plans, offset by our estimate of sublease income for this space. While we know the terms of our contractual lease obligations and related future commitments, we must estimate when and under what terms we will be able to sublet the space, if at all. Such estimates require a substantial amount of judgment, especially given current real estate market conditions. Actual sublease terms may differ substantially from our estimates. Any future changes in our estimates of lease termination reserves could materially impact our financial condition, results of operations and cash flows.

      In connection with the acquisition of certain businesses, we established reserves for certain contingencies that existed at the date of acquisition. At that time, we believed that the resolution of the contingency would result in future cash expenditures that we estimated based on the information available at the date of acquisition. As those contingencies are resolved, we reduce the related liabilities for any related cash disbursements or if we determine that the contingency is no longer likely to result in a loss. Any difference in the actual settlement amount is reflected as an adjustment to income or expense in the period of resolution. These adjustments are included in the merger related and restructuring costs line item in the consolidated statements of operations.

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      Valuation of stock options and warrants issued. Sometimes in the normal course of business, we have granted stock options or warrants to non-employees and other third parties as consideration for services or in connection with other arrangements. Depending on the nature of the transaction, we may be required to record the issuance of such options or warrants as a reduction of revenue, a component of operating expenses or not at all, in the case of a like-kind exchange of property. Generally, when we are required to reflect the issuance of such options or warrants in our statement of operations, we are required to reflect the transaction using the estimated fair value the options or warrants. The valuation of financial instruments like these that do not have a ready market requires judgment. We generally use the Black-Scholes option-pricing model to determine the fair value of options and warrants. This approach requires judgements about:

	•	the volatility of our common stock;
	•	the risk-free interest rate;
	•	our plans to pay dividends on our common stock in future periods; and
	•	the expected life of the options or warrants.

      Although these variables can be measured or quantified using information that is generally available to us, the actual information that is used in the determination of these variables requires judgement and estimates.

      We do not record compensation expense in connection with the issuance of stock options to employees unless we grant such options at an exercise price below the fair market value on the date of grant. However, we disclose the pro-forma effect of these grants on our results of operations as required by SFAS No. 123 in the notes to our consolidated financial statements, included elsewhere in this report. The calculation of pro-forma compensation expense under SFAS 123 requires the same judgments and estimates discussed above.

      Accounting for our equity method investment in Yodlee. On January 16, 2001, we sold our VerticalOne subsidiary to Yodlee, Inc. in a stock for stock transaction in which we received an ownership interest of approximately 33% in Yodlee. Under the terms of the sale agreement, we have a 19% voting interest in Yodlee and we can nominate one of the seven board of directors’ seats of Yodlee. Additionally, in connection with the sale, we entered into the following agreements with Yodlee:

	•	a sales representation agreement;
	•	a data center agreement; and
	•	a facilities sublease.

      We are a non-exclusive reseller of Yodlee’s aggregation services under the sales representation agreement.

      We evaluated the terms of our investment in and relationships with Yodlee, and concluded that we exert significant influence over Yodlee. Accordingly, we are accounting for our investment in Yodlee under the equity method. The equity method of accounting requires us to record our share of the net losses of Yodlee in our consolidated statement of operations. Our equity in the net loss of Yodlee for the year ended December 31, 2001 was $61.9 million, including the amortization of our excess investment over our share of Yodlee’s net assets and an impairment charge to write down our investment in Yodlee.

      If we determined that we did not exercise significant influence over Yodlee, we would have accounted for this investment under the cost method. Under the cost method, we would have recorded the initial fair value of our investment in Yodlee on our balance sheet. However, we would not have recorded any share of Yodlee’s net losses during 2001. We would have evaluated the carrying value of the cost investment for recoverability and written down the balance for any impairments that are other than temporary.

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Results of Operations

      The following table sets forth our statement of operations data for the three years ended December 31, 1999, 2000 and 2001 and the percentage of total revenues of each line item for the periods presented.

Comparison of the Year Ended December 31, 2000 to the Year Ended December 31, 2001

      The following table presents selected financial data for our operating segments for the years ended December 31, 2000 and 2001. We evaluate the performance of our operating segments based on revenues, direct costs, gross margins and operating expenses, excluding depreciation and amortization, marketing cost from warrants issued, merger related costs and restructuring charges, acquired in-process research and development and amortization and impairment of acquisition intangibles. In addition, we provide general and

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Selected Financial Data