<PAGE>

                                   United States
                         Securities and Exchange Commission
                              Washington, D.C.  20549
                                          
                                          
                                     FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended October 31, 1998.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from          to         .
                                                     -------    --------
Commission file number      0-24201
                        --------------

                               Carreker-Antinori, Inc.
-------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                Delaware                                 75-1622836
----------------------------------------        -------------------------------
     (State or other jurisdiction of                    (IRS Employer
      incorporation or organization)                  Identification No.)


     14001 N. Dallas Parkway, #1100
             Dallas, Texas                                75240-7304
----------------------------------------        -------------------------------
 (Address of principal executive office)                  (Zip Code)

                                 (972) 458-1981
-------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)

-------------------------------------------------------------------------------
               (Former name, former address and former fiscal year, 
                             if changed since last report)
                                          

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 periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No 
                                        ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $.01 Par Value --- 16,633,293 shares as of October 31, 1998. 
<PAGE>

                              CARREKER-ANTINORI, INC.
                                          
                                       INDEX
<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION                                                 PAGE
                                                                               ----
<S>                                                                            <C>
     Item 1    Financial Statements  

               Condensed Consolidated Balance Sheets 
               at January 31, 1998, and October 31, 1998                         3
     
               Condensed Consolidated Statements of Operations
               for the three months and nine months ended October 31, 1997 
               and 1998                                                          4
 
               Condensed Consolidated Statements of Cash Flows
               for the nine months ended October 31, 1997 and 1998               5
          
               Notes to Condensed Consolidated Financial Statements              6

     Item 2    Management's Discussion and Analysis of Financial 
               Condition and Results of Operations                               8

     Item 3    Quantitative and Qualitative Disclosures about Market Risk       15

PART II  OTHER INFORMATION

     Item 1.   Legal Proceedings                                                15

     Item 2.   Changes in Securities and Use of Proceeds                        16

     Item 3.   Defaults Upon Senior Securities                                  16

     Item 4.   Submission of Matters to a Vote of Security Holders              16

     Item 5.   Other Information                                                16

     Item 6    Exhibits and Reports on Form 8-K                                 16

SIGNATURES                                                                      16
</TABLE>
                                       2
<PAGE>

PART I  FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

                              CARREKER-ANTINORI, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  October 31,
                     ASSETS                        January 31,       1998 
                                                      1998        (Unaudited)
                                                   -----------    -----------
<S>                                                  <C>            <C>
CURRENT ASSETS:
       Cash and cash equivalents                     $ 1,975        $31,404
       Accounts receivable, net                       12,755         25,228
       Inventory                                          26             23
       Income tax receivable                             199           ----
       Prepaid expenses and other                        646            827
       Deferred income taxes                             546            476
                                                     -------        -------
            Total current assets                      16,147         57,958

Furniture, equipment, and leasehold improvements, 
 net                                                   1,580          2,172
Software costs capitalized, net                        2,263          3,056
Other assets                                             329            123
                                                     -------        -------
            Total assets                             $20,319        $63,309
                                                     -------        -------
                                                     -------        -------
     LIABILITIES AND STOCKHOLDERS' EQUITY
     
CURRENT LIABILITIES:                                                       
       Accounts payable                              $ 2,036        $ 1,609
       Accrued compensation and benefits               1,652            501
       Other accrued expenses                            849            953
       Taxes payable                                    ----          1,549
       Deferred revenue                                4,176          3,858
                                                     -------        -------
            Total current liabilities                  8,713          8,470
Deferred income taxes                                    982          1,232
Common Stock subject to put                            2,000           ----
                                                     -------        -------
            Total liabilities                         11,695          9,702
                                                     -------        -------
STOCKHOLDERS' EQUITY:
       Preferred Stock, $.01 par value, 2,000 
        shares authorized, none issued                  ----           ----
Common Stock, $.01 par value, 100,000 shares 
 authorized, 12,007 and 16,801 shares issued, 
 respectively                                            120            168
       Additional paid-in capital                      2,078         42,773
       Less treasury stock, at cost:
        367 and 168 shares, respectively                (510)          (193)
       Deferred compensation                            (754)          (565)
       Retained earnings                               7,690         11,424
                                                     -------        -------
            Total stockholders' equity                 8,624         53,607
                                                     -------        -------
            Total liabilities and stockholders' 
             equity                                  $20,319        $63,309
                                                     -------        -------
                                                     -------        -------
</TABLE>
                           See accompanying notes. 

                                      3
<PAGE>

                              CARREKER-ANTINORI, INC.
                                     CONDENSED 
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                       Three Months Ended                   Nine Months Ended
                                                           October 31,                          October 31,
                                                     ----------------------              ---------------------
                                                       1997          1998                  1997         1998
                                                     -------        -------              -------       -------
<S>                                                  <C>            <C>                  <C>           <C>
REVENUES:  
        Consulting and management service fees       $ 5,724        $ 7,273              $16,640       $18,876
        Software license fees                          2,979          3,624                5,403        10,570
        Software maintenance fees                        920          1,016                2,652         3,040
        Software implementation fees                     936          1,938                3,031         4,880
        Hardware sales                                   289             37                1,516           459
                                                     -------        -------              -------       -------
                Total revenues                        10,848         13,888               29,242        37,825

COSTS OF REVENUES:
        Consulting and management service fees         3,298          4,211                9,191        11,760
        Software license fees                            564            303                1,049           806
        Software maintenance fees                        448            479                1,200         1,363
        Software implementation fees                   1,154            986                2,824         2,631
        Hardware sales                                   250             29                1,309           326
                                                     -------        -------              -------       -------
                Total cost of revenues                 5,714          6,008               15,573        16,886
                                                     -------        -------              -------       -------
Gross profit                                           5,134          7,880               13,669        20,939
                                                     -------        -------              -------       -------
OPERATING COSTS AND EXPENSES:
        Selling, general and administrative            2,761          4,726                8,012        12,359
        Research and development                       1,035            896                2,105         3,238
                                                     -------        -------              -------       -------
                Total operating costs and expenses     3,796          5,622               10,117        15,597

Income from operations                                 1,338          2,258                3,552         5,342

Other income                                              14            359                   76           562
                                                     -------        -------              -------       -------
Income before provision for income taxes               1,352          2,617                3,628         5,904
Provision for income taxes                               543            933                1,458         2,171
                                                     -------        -------              -------       -------
Net income                                           $   809        $ 1,684              $ 2,170       $ 3,733
                                                     -------        -------              -------       -------
                                                     -------        -------              -------       -------
Basic earnings per share                             $  0.07        $  0.10              $  0.19       $  0.26
                                                     -------        -------              -------       -------
                                                     -------        -------              -------       -------
Diluted earnings per share                           $  0.06        $  0.10              $  0.17       $  0.24
                                                     -------        -------              -------       -------
                                                     -------        -------              -------       -------
Shares used in computing basic earnings per share     11,556         16,435               11,448        14,405
Shares used in computing diluted earnings per share   13,515         17,528               13,050        15,842
</TABLE>

                               See accompanying notes. 

                                           4
<PAGE>

                              CARREKER-ANTINORI, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                             October 31,
                                                                    ----------------------------
                                                                     1997                 1998
                                                                    -------             --------
<S>                                                                 <C>                 <C>
OPERATING ACTIVITIES:
  Net Income                                                        $ 2,170             $  3,733
  Adjustments to reconcile net income to net cash 
   used in operating activities:
         Amortization of capitalized software                           484                  319
         Depreciation                                                   438                  951
         Amortization of deferred compensation                          ---                  189
         Deferred income taxes                                          564                  320
         Changes in assets and liabilities:
               Accounts receivable                                   (4,826)             (12,473)
               Inventory                                                205                    3
               Prepaid expenses and other                               329                   25
               Accounts payable and accrued expenses                   (250)              (1,474)
               Taxes payable                                            637                1,748
               Deferred revenue                                        (108)                (318)
                                                                    -------             --------
                     Net cash used in operating activities             (357)              (6,977)

INVESTING ACTIVITIES:
         Purchase of property and equipment                            (774)              (1,543)
         Capitalized software costs                                  (1,794)              (1,112)
                                                                    -------             --------
                     Net cash used in investing activities           (2,568)              (2,655)

FINANCING ACTIVITIES:
         Purchase of treasury stock                                      (4)                  (8)
         Proceeds from sale of stock (net)                               72               35,837
         Proceeds from stock options exercised                          159                3,232
         Proceeds from borrowing                                         21                 ----
                                                                    -------             --------
                     Net cash provided by financing activities          248               39,061
                                                                    -------             --------
Net increase (decrease) in cash and cash equivalents                 (2,677)              29,429
Cash and cash equivalents at beginning of period                      3,443                1,975
                                                                    -------             --------
Cash and cash equivalents at end of period                          $   766             $ 31,404
                                                                    -------             --------
                                                                    -------             --------
Supplemental cash flow information:
  Cash paid for interest                                            $    24             $     43
                                                                    -------             --------
                                                                    -------             --------
  Cash paid for income taxes                                        $ 1,131             $    121
                                                                    -------             --------
                                                                    -------             --------
</TABLE>

                                      See accompanying notes. 

                                                 5
<PAGE>

                            CARREKER-ANTINORI, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
PART I
------

   1.    BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
     reflect, in the opinion of management, all adjustments (consisting only of
     normal, recurring adjustments) necessary to present fairly the financial
     position, results of operations and cash flows of the Company.  Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to rules and regulations
     promulgated by the Securities and Exchange Commission. These statements
     should be read in conjunction with the audited financial statements and
     notes thereto for the years ended January 31, 1996, 1997, and 1998 included
     in the Company's Prospectus, dated May 20, 1998 on file with the
     Commission.  The results of operations for the interim periods shown herein
     are not necessarily indicative of the results to be expected for any future
     interim period or for the entire year.
     
           The Company adopted Statement of Position No. 97-2, "Software Revenue
     Recognition" (SOP 97-2) for all software license transactions entered into
     by the Company subsequent to January 31, 1998.  The adoption of SOP 97-2
     did not have a material impact on the Company's revenues and earnings for
     the three month and nine month periods ended October 31, 1998.

2.   CASH AND CASH EQUIVALENTS
     
          The Company considers all highly liquid investments with maturities of
     three months or less from the original purchase date to be cash
     equivalents.  At October 31, 1998, cash equivalents consisted principally
     of highly liquid debt securities of corporations and municipalities.

3.   EARNINGS PER SHARE
   
          Basic earnings per share is computed by using the weighted average
     number of shares of common stock outstanding during each period.  Diluted
     earnings per share is computed using the weighted average number of shares
     of common stock outstanding during each period, and common equivalent 
     shares consisting of stock options (using the treasury stock method).
     
          The following table sets forth the computation of basic and diluted
     earnings per share for the three months and nine months ended October 31, 
     1997 and 1998 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                Three Months Ended          Nine Months Ended
                                                                     Oct. 31,                    Oct. 31,    
                                                                ------------------          -----------------
                                                                 1997       1998              1997      1998 
                                                                ------     -------          -------    ------
     <S>                                                       <C>        <C>               <C>       <C>
     Basic earnings per share:
        Net income                                             $   809    $ 1,684           $ 2,170   $ 3,733
        Weighted average shares outstanding                     11,556     16,435            11,448    14,405

             Basic earnings per share                          $  0.07    $  0.10           $  0.19   $  0.26
                                                               -------    -------           -------   -------
                                                               -------    -------           -------   -------
     Diluted earnings per share:
        Net income                                             $   809    $ 1,684           $ 2,170   $ 3,733
        Weighted average shares outstanding                     11,556     16,435            11,448    14,405
        Assumed conversion of employee stock options             1,959      1,093             1,602     1,437
                                                               -------    -------           -------   -------
        Shares used in diluted earnings per share calculation   13,515     17,528            13,050    15,842
                                                               -------    -------           -------   -------
                                                               -------    -------           -------   -------
             Diluted earnings per share                        $  0.06    $  0.10           $  0.17   $  0.24
                                                               -------    -------           -------   -------
                                                               -------    -------           -------   -------
</TABLE>

                                       6
<PAGE>

4.   CREDIT ARRANGEMENTS

          The Company has a revolving credit agreement ("the Revolving Credit
     Agreement") with a bank which expires on December 15, 1998.  The maximum
     amount of borrowings allowed under the Revolving Credit Agreement is $3.0
     million against which no borrowings were outstanding as of October 31,
     1998.  Borrowings under the Revolving Credit Agreement bear interest at the
     prime lending rate (8.5% at October 31, 1998).

5.   MANAGEMENT SERVICES

          For the three month and nine month periods ended October 31, 1997 and
     1998, the Company recognized revenue for management services provided to
     related parties in the following amounts:
<TABLE>
<CAPTION>
                                       Three Months Ended                Nine Months Ended 
                                           October 31                        October 31    
                                         (In thousands)                    (In thousands)  
                                       -------------------              -------------------
                                       1997           1998              1997           1998
                                       ----           ----              ----           ----
     <S>                               <C>            <C>               <C>            <C>
     Infiteq, LLC (1)                  $----          $158             $  244         $1,007
     Payment Solutions Network, Inc.     335           296                952            900
     Electronic Check Clearing
     House Organization                  265           234                757            763
</TABLE>

     (1)  Includes $570,000 for the nine months ended October 31, 1998 for 
          management services performed in prior periods.

     The Company held net receivables at October 31 in the following amounts:

<TABLE>
<CAPTION>
                                                       Accounts Receivable
                                                           October 31,  
                                                          (In thousands)  
                                                       -------------------
                                                        1997          1998
                                                        ----          ----
     <S>                                                 <C>           <C>
     Infiteq, LLC                                       $ 23           $ 82
     Payment Solutions Network, Inc.                     623            322
     Electronic Check Clearing House Organization        490            433
     </TABLE>

6.   INITIAL PUBLIC OFFERING AND MERGER

          On May 19, 1998, the Commission declared effective the Company's 
     Registration Statement on Form S-1 to sell 5,100,000 defined in MD&A as 
     "IPO" shares of the Company's Common Stock through an initial public 
     offering (the Offering).  Of the shares offered, 3,650,000 shares were 
     sold by the Company and 1,450,000 shares were sold by certain selling 
     stockholders.  The shares were offered by an underwriting group managed 
     by BancAmerica Robertson Stephens, Hambrecht & Quist LLC, and Lehman 
     Brothers Inc.  After giving affect to the deduction of underwriting 
     discounts and to other  offering expenses, the Company generated net 
     proceeds of $35,837,373 from the IPO, which it intends to use for working 
     capital and other general corporate purposes, as well as possible strategic
     alliances and acquisitions.
     
          Subsequent to January 31, 1998, the Company's Board of Directors and
     Shareholders authorized the merger of Carreker-Antinori, a Texas
     corporation ("Carreker-Antinori, Texas") into the Company.  The merger was
     effected through the conversion of each outstanding share of Class A voting
     Common Stock of Carreker-Antinori, Texas into 7.7 shares of Common Stock of
     the Company.  Additionally, all options and rights to acquire shares of
     Class A and Class B Common Stock of Carreker-Antinori, Texas were converted
     into rights to acquire shares of Common Stock of the Company on a basis
     consistent with the Common Stock conversion ratio.  The accompanying
     financial statements reflect the merger and resulting change in
     capitalization as all share and per share amounts have been retroactively
     restated to reflect the merger. 

                                       7

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

    OVERVIEW

          The Company, founded in 1978, is a leading provider of integrated
     consulting and software solutions that enable banks to increase their
     revenues, reduce their costs and enhance their delivery of customer
     services.  In February 1997, the Company acquired Antinori Software, Inc.,
     and through that acquisition, the Company was able to significantly enhance
     its portfolio of software products.   

          MARKETS:  A substantial majority of the Company's revenues are
     generated from contracts with Tier I Banks (bank holding companies with
     assets over $50 billion) and Tier II Banks (bank holding companies and
     independent banks with assets of between $5 billion and $50 billion).  The
     Company also targets smaller bank holding companies and independent banks
     with assets of between $550 million and $5 billion.

          SOURCE OF REVENUES:  The Company derives its revenues from consulting
     and management service fees, software license fees, software maintenance
     and implementation fees and hardware sales.  While many customer contracts
     provide for both the performance of consulting services and the license of
     related software, some customer contracts require only the performance of
     consulting services, or only a software license (and, at the election of
     the customer, related implementation services and/or annual software
     maintenance services).  The Company enters into these contracts with its
     customers on a project-by-project basis.  The Company also derives
     management service fees from the performance of comprehensive management
     services for  the Electronic Check Clearing House Organization  ("ECCHO"),
     Payment Solutions Network, Inc. ("PSN"), and INFITEQ, LLC. ("INFITEQ").

          PRODUCTS AND SERVICES:  The Company's services and technology
     applications fall into five categories:  1) Revenue Enhancement Solutions -
     designed to quickly increase a bank's revenues through improved operational
     work-flows, pricing structures and liquidity and cash management, 2)
     Payment Systems, and 3) Payment Electronification Solutions - (2) and (3)
     are both designed to reduce check-processing costs through procedural and
     technological improvements and reduced check fraud and other risks of loss,
     4) Enabling Technologies Solutions - converting leading-edge technologies
     and ideas into practical banking solutions, and 5) Management Services -
     providing  management services for three banking organizations - ECCHO,
     PSN, and INFITEQ.   The Company's solutions are sold individually, or
     complementary solutions may be sold together (similarly, software products
     may be sold individually or as part of a product suite).  

          PRICING METHODS AND REVENUE RECOGNITION:  The Company employs varying
     pricing methods for each of its four sources of revenue, resulting in a
     number of different revenue recognition practices.  Consulting and
     management services are priced on (i) a time and materials basis (revenue
     is recognized as the services are performed), (ii) a fixed-price basis
     (revenue is recognized on a percentage-of-completion basis) and (iii) on a
     value-priced basis.  In the case of value-priced contracts, the Company is
     paid, on an agreed upon basis with the customer, either a specified
     percentage of the projected increased revenues or decreased costs that are
     expected to be derived by the customer over a period of up to twelve months
     following implementation of the Company's solution, or the actual increased
     revenues and/or decreased costs experienced by the customer over a period
     of up to twelve months following implementation of the Company's solution,
     subject in either case to a ceiling, if any is agreed to, on the total
     amount of payments to be made to the Company.  Revenues generated in
     connection with value-priced contracts based upon projected results are
     recognized only upon completion of all services and agreement upon the
     actual fee to be paid (even though billings for such services may be
     delayed by mutual agreement for periods generally not to exceed six
     months), and revenues generated based upon actual revenues or savings to
     the customer are recognized only upon the completion of all services and as
     the amounts of actual revenues or savings are confirmed by the customer. 
     Software license fees are priced on a fixed-price basis (with revenue
     recognized upon delivery, subject to certain conditions), on a value-priced
     basis (with revenue recognized in a fashion similar to that for consulting
     and management service fees) and in some cases on a per-transaction basis
     (with the related revenue being recognized and due on a monthly basis). 
     Software maintenance and implementation fees are priced on a time and
     materials basis or on a fixed-price basis, and the related revenues are
     recognized on the basis consistent with that applied to consulting and
     management service fees.  Finally, hardware sales are priced on the basis
     of the Company's  cost plus a specified percentage, and related revenues
     are recognized upon shipment of the hardware.

                                       8

<PAGE>

          All statements other than statements of historical fact contained in
     this report, including statements in this "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" concerning the
     Company's financial position and liquidity, results of operations,
     prospects for future growth, and other matters are forward-looking
     statements.  Although the Company believes that the expectations reflected
     in such forward-looking statements are reasonable, no assurance can be
     given that such expectations will prove correct.  Factors that could cause
     the Company's results to differ materially from the results discussed in,
     or contemplated by, such forward-looking statements include the risks
     described under "Risk Factors" in the Company's Prospectus dated May 20,
     1998 on file with the Commission.  Such risks include, without limitation,
     the risks associated with the Company's dependence on the banking industry,
     fluctuations in quarterly operating results, the Company's limited
     operating history as a combined company (with Antinori Software, Inc.),
     customer concentration, customer project risks, the Company's ability to
     manage growth, market acceptance of the Company's solutions, the absence of
     long-term agreements with customers, the potential for software and/or
     solutions defects, competition within the markets in which the Company
     competes, the Company's use of independent contractors, the Company's
     dependence on key personnel, the Company's ability to attract and retain
     qualified personnel, the impact of technological advances on the Company's
     business, the Company's dependence on proprietary technology and the risks
     associated with infringement, Year 2000 issues, the potential for liability
     claims, the risks associated with potential strategic alliances or
     acquisitions, government regulation and the risks associated with
     international operations.  All forward-looking statements in this report
     are expressly qualified in their entirety by the cautionary statements in
     this paragraph, in "Risk Factors" (as set forth in the aforementioned
     Prospectus) and elsewhere in this report.

                                       9

<PAGE>

    RESULTS OF OPERATIONS:

          The following table sets forth for the periods indicated, the
     percentages that selected items in the unaudited condensed consolidated
     statements of operations bear to total revenues.  The period to period
     comparisons of financial results are not necessarily indicative of future
     results.

<TABLE>
<CAPTION>
                                            Three Months Ended    Nine Months Ended
                                                 Oct. 31,              Oct. 31,    
                                            ------------------   ------------------
                                              1997      1998       1997      1998  
                                            --------  --------   --------  --------
     <S>                                    <C>       <C>        <C>       <C>
     Revenues:                                                                    
       Consulting and management service fees  52.8%    52.4%      56.9%    49.9% 
       Software license fees                   27.4     26.1       18.5     27.9  
       Software maintenance fees                8.5      7.3        9.1      8.1  
       Software implementation fees             8.6     14.0       10.4     12.9  
       Hardware sales                           2.7       .2        5.1      1.2  
                                              -----    -----      -----    -----  
            Total revenues                    100.0    100.0      100.0    100.0  

      Costs of revenues:
       Consulting and management service fees  30.4     30.3       31.4     31.1
       Software license fees                    5.2      2.2        3.6      2.1
       Software maintenance fees                4.1      3.5        4.1      3.6
       Software implementation fees            10.7      7.1        9.7      7.0
       Hardware sales                           2.3       .2        4.5       .9
                                              -----    -----      -----    -----  
      Total cost of revenues                   52.7     43.3       53.3     44.7
                                              -----    -----      -----    -----  
      Gross profit                             47.3     56.7       46.7     55.3
                                              -----    -----      -----    -----  
      Operating costs and expenses:
        Selling, general and administrative    25.5     34.0       27.4     32.7
        Research and development                9.5      6.5        7.2      8.5
                                              -----    -----      -----    -----  
      Total operating costs and expenses       35.0     40.5       34.6     41.2

      Income from operations                   12.3     16.2       12.1     14.1

      Other income (expense)                    0.1      2.6        0.3      1.5
                                              -----    -----      -----    -----  
      Income before provisions for income 
        taxes                                  12.4     18.8       12.4     15.6
      Provision for income taxes                5.0      6.7        5.0      5.7
                                              -----    -----      -----    -----  
      Net income                                7.4%    12.1%       7.4%     9.9%
                                              -----    -----      -----    -----  
                                              -----    -----      -----    -----  
</TABLE>

REVENUES

     REVENUES:  The Company's total revenues increased 28.0% to $13.9 million 
for the quarter ended October 31, 1998 from $10.8 million for the quarter 
ended October 31, 1997.  The Company's total revenues increased 29.4% to 
$37.8 million for the nine months ended October 31, 1998 from $29.2 million 
for the nine months ended October 31, 1997.
     
     CONSULTING AND MANAGEMENT SERVICE FEES:  Revenues from consulting and 
management service fees increased 27.1% to $7.3 million for the quarter ended 
October 31, 1998 from  $5.7 million for the quarter ended October 31, 1997.  
Revenues from consulting and management service fees increased 13.4% to $18.9 
million for the nine months ended October 31, 1998 from $16.6 million for the 
nine months ended October 31, 1997.  Consulting and management service fees 
have grown as a result of continued demand for time and material services as 
well as value priced revenue enhancement consulting.  The Company has 
expanded the use of value priced engagements due to their improved margins as 
well as their favorable reception from customers.  Revenues related to value 
priced opportunities tend to fluctuate period-to-period and are likely to 
fluctuate in future periods.

                                       10
<PAGE>

     SOFTWARE LICENSE FEES:  Revenues from software license fees increased 
21.7% to $3.6 million for the quarter ended October 31, 1998 from  $3.0 
million for the quarter ended October 31, 1997.  Revenues from software 
license fees increased 95.6% to $10.6 million for the nine months ended 
October 31, 1998 from $5.4 million for the nine months ended October 31, 
1997.  Software license fees  for the nine months ended October 31, 1998 
continued at improved levels over the prior year period principally due to 
the introduction of additional liquidity management and risk management 
software applications late in fiscal year 1997.  To date, sales of software 
licenses have principally been derived from direct sales to customers. 

     SOFTWARE MAINTENANCE FEES:  Revenues from software maintenance fees 
increased 10.4% to $1.0 million for the quarter ended October 31, 1998 from  
$920,000 for the quarter ended October 31, 1997.  Revenues from software 
maintenance fees increased 14.6% to $3.0 million for the nine months ended 
October 31, 1998 from $2.7 million for the nine months ended October 31, 
1997.  Increases in software maintenance fees have been driven by increased 
sales levels of software licenses resulting in growth in the number of 
customers under maintenance contracts.

     SOFTWARE IMPLEMENTATION FEES:  Revenues from software implementation 
fees increased 107.1% to $1.9 million for the quarter ended October 31, 1998 
from  $936,000 for the quarter ended October 31, 1997.  Revenues from 
software implementation fees increased 61.0% to $4.9 million for the nine 
months ended October 31, 1998 from $3.0 million for the nine months ended 
October 31, 1997.  Increases in software implementation fees have been driven 
by increased sales levels of software licenses,  resulting in growth in the 
number of customers requiring implementation services.

     HARDWARE SALES:  Revenues from hardware sales decreased 87.2% to $37,000 
for the quarter ended October 31, 1998 from  $289,000 for the quarter ended 
October 31, 1997.  Revenues from hardware sales decreased 69.7% to $459,000 
for the nine months ended October 31, 1998 from $1.5 million for the nine 
months ended October 31, 1997.   The Company sells hardware at the request of 
its customers, but does not consider hardware sales to be a meaningful part 
of its business.

COST OF REVENUES

     COST OF CONSULTING AND MANAGEMENT SERVICES:  Cost of consulting and 
management services increased 27.7% to $4.2 million for the quarter ended 
October 31, 1998 from  $3.3 million for the quarter ended October 31, 1997.  
Cost of consulting and management services increased 28.0% to $11.8 million 
for the nine months ended October 31, 1998 from $9.2 million for the nine 
months ended October 31, 1997.  Cost of consulting and management services as 
a percentage of consulting and management service fees increased to 57.9% for 
the three months ended October  31, 1998 from 57.6% for the three months 
ended October 31, 1997.  Cost of consulting and management services as a 
percentage of consulting and management service fees increased to 62.3% for 
the nine months ended October 31, 1998 from 55.2% for the nine months ended 
October 31, 1997.  Cost of consulting and management services as a percentage 
of consulting and management services fees reflect growth in personnel costs 
as well as growth in the number of personnel to support projected staffing 
requirements.  Cost of consulting and management services consists primarily 
of personnel costs associated with time and material contracts and value 
priced efforts.

     COST OF SOFTWARE LICENSES:  Cost of software licenses decreased 46.3% to 
$303,000 for the quarter ended October 31, 1998 from $564,000 for the quarter 
ended October 31, 1997.  Cost of software licenses decreased 23.2% to 
$806,000 for the nine months ended October 31, 1998 from $1.0 million for the 
nine months ended October 31, 1997.  Cost of software licenses as a 
percentage of software license fees decreased to 8.4% for the three months 
ended October 31, 1998 from 18.9% for the three months ended October 31, 
1997.  Cost of the software licenses as a percentage of software license fees 
decreased to 7.6% for the nine months ended October 31, 1998 from 19.4% for 
the nine months ended October 31, 1997.  Costs of software licenses includes 
amortization costs relating to capitalized software, as well as royalty costs 
associated with sales of liquidity management, risk management and 
consolidation software products.  Decreases in cost of software licenses as a 
percentage of software license fees reflect a reduction in royalties paid 
resulting from changes in the mix of products sold during the period as well 
as reduced software amortization costs from products whose development costs 
reached full amortization.

                                       11
<PAGE>

     COST OF SOFTWARE MAINTENANCE:  Cost of software maintenance increased 
6.9% to $479,000 for the quarter ended October 31, 1998 from $448,000 for the 
quarter ended October 31, 1997.  Cost of software maintenance increased 13.6% 
to $1.4 million for the nine months ended October 31, 1998 from $1.2 million 
for the nine months ended October 31, 1997.  Cost of software maintenance 
consists primarily of personnel costs associated with providing customer 
support for software products sold.  Increases in costs associated with 
software maintenance reflect staffing increases to support increased customer 
support and maintenance revenue.

     COST OF SOFTWARE IMPLEMENTATION:  Cost of software implementation 
decreased 14.6% to $986,000 for the quarter ended October 31, 1998 from  $1.2 
million for the quarter ended October 31, 1997.  Cost of software 
implementation decreased 6.8% to $2.6 million for the nine months ended 
October 31, 1998 from $2.8 million for the nine months ended October 31, 
1997.  Cost of software implementation consists primarily of personnel costs 
associated with implementation, training, and providing customer support for 
software products sold.  Decreases in costs associated with software 
implementation reflect improved efficiency of implementation engagements.

     COST OF HARDWARE:  Cost of hardware decreased 88.4% to $29,000 for the 
quarter ended October 31, 1998 from $250,000 for the quarter ended October 31,
1997.  Cost of hardware decreased 75.1% to $326,000 for the nine months 
ended October 31, 1998 from $1.3 million for the nine months ended October 31,
1997.  Decreases for the quarter and nine months ended reflect reductions 
in the amount of hardware sold during the respective periods over the prior 
year periods.
     
OPERATING COSTS AND EXPENSES

     SELLING GENERAL AND ADMINISTRATIVE: Selling general and administrative 
expenses increased 71.2% to $4.7 million for the quarter ended October 31, 
1998 from $2.8 million for the quarter ended October 31, 1997.  Selling 
general and administrative expenses increased 54.3% to $12.4 million for the 
nine months ended October 31, 1998 from $8.0 million for the nine months 
ended October 31, 1997.   Selling, general and administrative expenses 
generally consist of personnel costs associated with selling, marketing, 
general management and software management, as well as fees for professional 
services and other related costs. The increase in these expenses reflected 
growth in additional management, marketing, and administrative staff over the 
prior periods to support the Company's expanding operations. 

     RESEARCH AND DEVELOPMENT:  Research and development expenses decreased 
13.4% to 896,000 for the quarter ended October 31, 1998 from $1.0 million for 
the quarter ended October 31, 1997.  Research and development expenses 
increased 53.8% to $3.2 million for the nine months ended October 31, 1998 
from $2.1 million for the nine months ended October 31, 1997.  Decreases in 
research and development expense for the quarter ended October 31, 1998 
reflect a temporary reassignment of development staff to implementation 
efforts. Increases in research and development expenses for the nine months 
ended  October 31, 1998 reflect increased development activity.
     
     OTHER INCOME:  Other income increased to $359,000 for the quarter ended 
October 31, 1998 from $14,000 for the quarter ended October 31, 1997.  Other 
income increased to $562,000 for the nine months ended October 31, 1998 from 
$76,000 for the nine months ended October 31, 1997.  Other income consists 
primarily of interest income on tax exempt short-term investments.   The 
increases in the dollar amount of other income were primarily due to interest 
earned on higher balances of cash, cash equivalents and short-term 
investments resulting from net proceeds of the initial public offering of the 
Company's common stock which was completed in May 1998.

     PROVISION FOR INCOME TAXES:  The provision for income taxes is based on 
the estimated annual effective tax rate, and includes federal and state 
income taxes.  The Company's effective income tax rate was 40.2% for the 
three and nine months ended October 31, 1997.  Due to the inclusion of tax 
exempt interest income, income taxes as a percentage of net income before 
provision for income taxes decreased to 35.7% and 36.8% for the three and 
nine months ended October 31, 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES
   
     As of October 31, 1998, the Company had $49.5 million of working 
capital, including $31.4 million in cash, and cash equivalents, as compared 
to $7.4 million of working capital as of January 31, 1998, 

                                    12
<PAGE>

including $2.0 million of cash and cash equivalents. Operating activities 
consumed $7.0 million of available cash for the nine months ended October 31, 
1998 as compared to $357,000 for the nine months ended October 31, 1997, 
largely through growth in accounts receivable which amounted to $12.5 
million, for the period, through reductions of accounts payable and accrued 
expenses which amounted to $1.5 million for the period, and through 
reductions in deferred revenue which amounted to $318,000.

     Accounts receivable net of allowances for doubtful accounts, increased 
to $25.2 million at October 31, 1998, from $12.8 million at January 31,1998, 
primarily due to the timing of sales transactions and extended payment 
programs associated with some value priced engagements. 

     Average days' sales outstanding fluctuate for a variety of reasons, 
including the timing of billings specified by contractual agreement, and 
receivables for non-revenue related activities.

     The following table contains the quarterly days sales outstanding (DSO) 
with a comparative column which adds reimbursed expenses to the revenue 
portion of the computation:

<TABLE>
<CAPTION>
                                                       DSO Including
                                                          Expense
      Quarter Ended                   DSO             Reimbursements*
      ---------------------------------------------------------------
<S>                                   <C>                  <C>
      January 31, 1998                103                   94
      April 30, 1998                  125                  113
      July 31, 1998                   122                  112
      October 31, 1998                167                  152
</TABLE>
     
     *Includes reimbursements for travel and out of pocket expenses which are 
not considered revenue, but are included in outstanding receivables.
     
          
     Cash used in investing activities during the nine-months ended October 31,
1998 was $2.7 million, and was related to the purchase of $1.5 million of 
property and equipment related to growth in staff, and a $1.1 million 
investment in capitalized software.
     
     Cash generated through financing activities for the nine-months ended 
October 31, 1998, was $39.1 million and resulted from the net proceeds of the 
Company's recent initial public offering and option exercises, as well as 
proceeds from the exercise of stock options.
          
     The Company has a $3.0 million revolving credit facility (the 
"Facility").  As of October 31, 1998, the Company had no amounts outstanding 
under the Facility.  Principal amounts outstanding under the Facility bear 
interest at national prime (8.5% at October 31, 1998).  Availability under 
the Facility is calculated based on 70% of qualified accounts receivable. The 
Facility matures on December 15, 1998.  The Company has pledged its inventory 
accounts receivable and certain intangible rights to secure indebtedness 
under the Facility.  Under the Facility, the Company is subject to certain 
covenants regarding its operations and corporate actions.
     
     In May 1998 the Company completed the initial public offering of its 
Common Stock (the "IPO").  After giving effect to the deduction of 
underwriting discounts and to other offering expenses, the Company generated 
net proceeds of $35,837,373 from the IPO, which it intends to use for working 
capital and other general corporate purposes. The Company may also use a 
portion of the net proceeds for possible strategic alliances and acquisitions 
of businesses, products and technologies that are complementary to those of 
the Company.  Pending such uses, the Company plans to invest the net proceeds 
from the IPO in short-term, interest-bearing, investment-grade securities.  
See also "Part II:  Other Information, Item 2. Changes in Securities and Use 
of Proceeds."  
     
     In June 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" ("FASB 131"), which supersedes existing 
accounting standards related to disclosure of operating segment information 
beginning fiscal 1998.  Although the Company currently operates in only one 
industry segment, the Company is in the process of evaluating the impact this 
new standard will have on the Company's financial statement disclosures in 
fiscal 1998.  The adoption of FASB 131 will have no 

                                      13
<PAGE>

impact on the Company's consolidated results of operations, financial 
position or cash flows and any effect will be limited to the presentation of 
its Consolidated Financial Statements.
          
     In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE 
INSTRUMENTS AND HEDGING ACTIVITIES, which is required to be adopted in years 
beginning after June 15, 1999.  Because the Company does not use derivatives, 
management does not anticipate that the adoption of the new statement will 
have an effect on earnings or the financial position of the Company.
         
YEAR 2000
         
STATE OF READINESS
         
     Carreker-Antinori has performed a company-wide evaluation to assess the 
ability of its products and its information technology ("IT") and non-IT 
systems to properly function and execute transactions in the Year 2000.  The 
Company's Year 2000 Project is divided into three major sections: (a) 
Infrastructure, which includes internal management information systems, 
computers, servers, networks to support the business and any non-IT systems 
used in the operation of the business; (b) Third Party Suppliers, which 
includes those suppliers that provide the Company with software applications 
that are used in concert with the Company's products and service suppliers, 
such as Internet service providers and computer testing resources; and (c) 
Company Products and Services, which includes those products and services 
that generate revenue for the Company.  The Project has been divided into six 
phases:  (1) Awareness and Communication; (2) Inventory; (3) Assessment; 
(4) Renovation; (5) Testing; and (6) Rollout.  As discussed below, the Company 
has substantially completed the first two phases of the Year 2000 Project for 
its Infrastructure, Third Party Suppliers and Customer Products and Services. 
All phases of the Project are expected to be completed by the third quarter 
of 1999.
         
    INFRASTRUCTURE.  The Company has completed an inventory of its IT and 
non-IT systems and currently is in the assessment phase for these systems.  
The Company has completed the assessment of its IT hardware and non-IT 
systems, and expects to complete an assessment of its software systems by 
February 1999.  The Renovation, Testing and Rollout phases of the Project are 
expected to be completed by September 1999.  The Company has distributed a 
letter to each of its vendors that supply systems or software for its IT and 
non-IT systems to determine the vendors' Year 2000 status.  A majority of the 
recipients have responded to the letter, and most of the respondents have 
given assurances that their products and services are able to function in the 
context of the Year 2000 Problem.  The Company is assessing these responses 
and will continue to communicate with vendors that are material to the 
Company's operations to gain satisfactory assurances.  If such assurances are 
not obtained, the Company will seek alternatives, including contracting with 
other vendors.
    
    THIRD PARTY SUPPLIERS.  The Company has taken an inventory of the 
applications from third party suppliers that are used in conjunction with the 
Company's products.  The Company has contacted significant third-party 
suppliers in an effort to assess the state of their Year 2000 readiness.  
Carreker-Antinori has received information, or tested all of the applications 
from third-party suppliers used in the Company's products.  Only one supplier 
has not been willing to certify the Year 2000 compliance of its application 
although internal tests have disclosed no Year 2000 problems with this 
application. Because its bank customers require certifications regarding Year 
2000 compliance, Carreker-Antinori is communicating with this supplier to 
determine a solution to this certification issue and at the same time is 
formulating a contingency plan in the event the Company is unable to resolve 
this issue.  
    
    COMPANY PRODUCTS AND SERVICES.  As of May 1998, all of the Company's 
software products were tested and confirmed as compliant.  The Company has a 
Web site to identify each product and its compliant release number and 
status.  The Company also has transmitted letters to its customers notifying 
them of their current Year 2000 readiness status and outlining the steps, if 
any, needed for the customer to receive Year 2000 compliant software.  As a 
result of the stringent requirements placed on the Company's bank customers 
by the Office of Comptroller and Currency (the "OCC") and the Federal 
Financial Industry Examiners Council (the "FFIEC"), these customers are 
requiring documented evidence of Year 2000 Compliance of the Company's 
products. The Company currently is establishing a process to archive the 
results of its compliance tests and to document this test information in a 
format suitable for external distribution.
          
                                      14
<PAGE>

COSTS
    
    To date, the Company has spent approximately $560,000 relating to labor 
costs for its Year 2000 Project.  The Company has incurred no material 
replacement costs for non-compliant systems because it did not accelerate its 
replacement of any systems as a result of the Year 2000 issue.  The Company 
currently estimates that its costs through fiscal year 1999 relating to the 
Year 2000 Project will be less than $700,000, the majority of which will be 
spent on the documentation process required by the Company's bank customers.  
Other costs, including replacement of non-compliant hardware and other 
equipment, are expected to be less than $200,000.  Funds for the Year 2000 
Project are expected to be paid for out of operations.
    
RISKS
    
    If the Company does not successfully complete its Year 2000 Project, it 
could have a material adverse effect on the Company's ability to market, sell 
and implement its software products and consulting services, which could have 
a material adverse effect on its financial condition and results of 
operations.  The Company's customer base is primarily in the banking 
industry.  Because members of this industry are heavily regulated and audited 
for their Year 2000 compliance efforts, the Company does not consider the 
possibility of Year 2000 noncompliance by banks to be reasonably likely.  The 
OCC has published guidance criteria that all banks be complete with Year 2000 
renovation and unit testing by December 1998, thus allowing the entire year 
of 1999 for system testing.  However, the operations and financial condition 
of banks is significantly dependent on the results of operations and 
financial condition of the their customers.  If customers of banks experience 
a material adverse effect as a result of Year 2000 issues, banks, and 
consequently Carreker-Antinori, could be adversely affected.  There can be no 
assurance that third parties will be Year 2000 compliant in a timely manner.
    
    The Company is anticipating that many of its bank customers will not move 
any new systems into production during the last half of 1999.  During this 
period, only current system bug fixes and Year 2000 compliant releases will 
be sent into the bank's production environment.  Banks will continue to 
contract for new business solutions, especially those that result in new bank 
revenues.  During this period, banks also will continue to initiate efforts 
that precede the implementation of a new business software solution.  The 
Company is currently assessing the impact this will have on the Company's 
operations.
    
CONTINGENCY PLAN
            
    Although the Company has not adopted a formal contingency plan, it is 
currently assessing alternatives, which may be implemented in the event Year 
2000 issues arise.
     

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              NONE
          
PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
     
              None
 
                                       15
<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
   
     The Commission declared the Registration Statement on Form S-1 (File No. 
333-48399) relating to the Company's IPO effective on May 19, 1998 and 
commenced on May 20, 1998 .  The Company has used certain proceeds for 
general corporate or working capital purposes.
     
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
   
     None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
     None

ITEM 5.  OTHER INFORMATION
   
     NONE
   
   
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
   
         (a) Exhibits
               
             Number                   Exhibit Description  
             ------                   -------------------
             27.1                     Financial Data Schedule

         (b) Reports on Form 8-K
     
             None
          
SIGNATURES

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

                            CARREKER-ANTINORI, INC.


By:  /s/ John D. Carreker, Jr.                  Date: December 15, 1998
     ------------------------------                   -----------------------
     John D. Carreker, Jr.
     Chairman of the Board and 
     Chief Executive Officer


By:  /s/ Terry L. Gage                          Date: December 15, 1998
     ------------------------------                   -----------------------
     Terry L. Gage
     Executive Vice President and 
     Chief Financial Officer
           

                                       16