8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2007 (June 5, 2007)

TRANSACTION SYSTEMS ARCHITECTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-25346	47-0772104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Broadway, Suite 3350

New York, New York 10271

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 348-6700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On June 6, 2007, the Company posted investor presentation materials on its web site (www.tsainc.com) to be used in connection with meetings with investors that management expects to have from time to time. A copy of the presentation materials is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

On June 5, 2007, the Company issued a press release announcing updates on its regulatory filing schedule and adjustments to its financial guidance. A copy of this press release is attached hereto as Exhibit 99.2.

The foregoing information (including the exhibit hereto) is being furnished under “Item 7.01 – Regulation FD Disclosure.” Such information (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this Report and the furnishing of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 8.01 Other Information.

On June 6, 2007, the Board of Directors of the Company determined to implement the previously announced increase of $100 million to its current repurchase authorization previously approved by the Board of Directors, bringing the total authorization to $210 million. Under the program to date, the Company has purchased approximately 2.8 million shares for approximately $77.0 million. Purchases will be made from time to time as market and business conditions warrant, in open market, negotiated or block transactions, subject to applicable laws, rules and regulations.

Item 9.01. Financial Statements and Exhibits.

99.1	Investor Presentation dated June 2007
99.2	Press Release dated June 5, 2007

SIGNATURES

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

TRANSACTION SYSTEMS ARCHITECTS, INC.

/s/ Henry C. Lyons

Henry C. Lyons

Senior Vice President and Chief Financial Officer

Date: June 6, 2007

EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	Investor Presentation dated June 2007
99.2	Press Release dated June 5, 2007

EX-99.1

Transaction Systems Architects, Inc.

Investor Overview

June 2007

Exhibit 99.1

©

2007 Transaction Systems Architects, Inc.

Page 2

Private Securities Litigation Reform Act of 1995

Safe Harbor For Forward-Looking Statements

This presentation contains forward-looking statements based on current expectations that

involve a number of risks and uncertainties.  The forward-looking statements are made

pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A

discussion of these forward-looking statements and risk factors is set forth at the end of this

presentation. The Company assumes no obligation to update any forward-looking statement in

this presentation.

The Company is still in the process of finalizing its financial results for the quarters ending

December 31, 2006 and March 31, 2007.  These results and the Company’s subsequent

forecast for the balance of the calendar year could result in adjustments to the Company’s

financial guidance. The Company does not intend to update publicly the timing of the future

possible adjustments to guidance going forward, except as circumstances may warrant or as

required by law.

©

2007 Transaction Systems Architects, Inc.

Page 3

Presentation Topics

•

Our Company

•

Our Industry

•

Our Products

•

How We Win

•

How We Grow

•

Our Strategic Vision

•

How We Measure It

•

Risks and Obstacles

©

2007 Transaction Systems Architects, Inc.

Page 4

Key Takeaways*

“TSA is in the catbird seat for global payments”

–

Phil Heasley, TSA CEO

Best Payments Solutions

Gold Standard for enterprise payments

technology

Comprehensive features for the

payments value chain

TSA

plays

an

“honest

broker”

role

Business Model

Strong cash flow

Long-term revenue growth

Long-term backlog growth

Leveraged earnings growth

Leverageable balance sheet

Global Presence

Global distribution system

Over 800 customers in 84 countries

Represented in countries comprising

95% of world GDP

Two thirds of business is outside U.S.

Industry Fundamentals

Positive industry fundamentals driven by

payment volume growth, industry

consolidation and regulatory pressures

Payment volumes growing at 4X global

gross domestic product

©

2007 Transaction Systems Architects, Inc.

Page 5

Our Company*

TSA has a highly differentiated global presence in the payments industry

Strategic Centers

Regional Sales Office

Distributors/Sales Agents

Key Metrics

Over 800 customers

84 countries, 33 offices

Over 2,100 staff

> 800 engineers

> 180 sales staff

Over 75 billion retail

payments per year

Over $5 trillion in wire

transfers per day

FY06 Financials

Revenue -

$348 million

60-mo backlog -

$1.226 billion

OFCF -

$44 million

CY07 Financials (est.)

Revenue -

$428 -

447 million

60-mo backlog -

$1.309 -

1.339         

billion

OFCF -

$57-

67 million

©

2007 Transaction Systems Architects, Inc.

Page 6

Our Industry

©

2007 Transaction Systems Architects, Inc.

Page 7

Our Industry Position Today and Tomorrow*

Position Today

Position Tomorrow

Target Segments

Segments

Less than 25% of the top 500

world banks have TSA solutions

Leadership in U.S. wholesale

banking

Leadership in North American

retailer segment

Less than 5% presence in top

500 banks for fraud solutions

Geographies

Limited presence in key geos

Distributor-led model in key geos

Business model

On Demand business limited to

U.S. based cash management

Tactical view of services offerings

Top 2000 world banks

Top 500 world retailers

Top 500 global payment

processors

Smaller banks and

retailers via On

Demand offering

Segments

30-40% penetration

in top 500 world banks

Leadership in international

wholesale banking segment

Leadership in global retailer

segment

10-20% of top 500 banks with

TSA’s fraud solutions

Geographies

Deeper penetration in key geos

Direct model in key geos

Business model

On Demand offering expanded

to more solutions and more geos

Expanded services offerings

©

2007 Transaction Systems Architects, Inc.

Page 8

The Wholesale Banking Segment

TSA’s highest potential growth segment , with significant international opportunities

The Segment

TSA is a leader in the U.S.

Target is top 2000 world banks

TSA currently has over 120 customers

Smaller banks addressed via ACI On

Demand offering

Key Sources of Competition

In-house developed solutions

Third-party software vendors, including

FundTech,

Logica,

Tieto

Enator,

Clear2Pay and local providers

Key Dynamics

Regulatory compliance (e.g. SEPA)

Many home-grown systems, many old

systems

Banking consolidation has created

redundancies and silos

The Opportunity

International markets

Adding to wholesale solutions offering

Adding to existing ACI On Demand

offering

Payment systems convergence

©

2007 Transaction Systems Architects, Inc.

Page 9

The Retail Banking Segment

TSA is investing to win additional market share in its traditional sweet spot

The Segment

TSA is a global software leader

Target is top 2000 world banks

TSA currently has over 470 customers

Smaller banks to be addressed via ACI

On Demand offering

Key Sources of Competition

3

rd

-party processors

In-house developed solutions

Third-party software vendors, including

eFunds, S1, Fair Isaac and local

providers

Key Dynamics

Payment volumes on the increase

Regulatory compliance (e.g. EMV)

Many home-grown systems, many old

systems

Banking consolidation has created

redundancies and silos

The Opportunity

New

share

in

under-penetrated

countries

ACI On Demand offering expands

industry potential

Payments systems convergence

The IBM segment

©

2007 Transaction Systems Architects, Inc.

Page 10

The Retailer Segment

TSA offers a compelling cost advantage for payments processing to large retailers

The Segment

TSA has a leadership position in North

America

Target is top 500 global retailers

TSA currently has over 100 customers

Smaller retailers to be addressed via

ACI On Demand offering

Key Sources of Competition

3

rd

party

processors

In-house developed solutions

Third-party software vendors, including

eFunds, S1, AJB and local software

providers

Key Dynamics

Payment volumes increasing

Regulatory compliance

Many home-grown systems, many old

systems

Industry consolidation has created

redundancies and silos

The Opportunity

Displacing 3

rd

-party processors

Replacing aging technology

Facilitating payment systems

consolidation

The IBM segment

©

2007 Transaction Systems Architects, Inc.

Page 11

The 3

rd

-Party Processor Segment

TSA is replacing aging technology and consolidating platforms for payment processors

The Segment

TSA is the global software leader

Target is top 500 global and local

processors

TSA currently has over 140 customers

Key Sources of Competition

In-house developed solutions

Third-party software vendors, including

eFunds, Fair Isaac and local software

providers

Key Dynamics

Payment volumes increasing

Regulatory compliance

Many home-grown systems, many old

systems

Industry consolidation has created

redundancies and silos

The Opportunity

Replacing aging technology

Facilitating payment systems

consolidation

The IBM segment

©

2007 Transaction Systems Architects, Inc.

Page 12

What Our Products Do

Enterprise support for the payments value chain

Retail Payment Engines

Device driving

Authentication

Switching

Authorization

Interface to payment networks

Stand-in processing and disaster recovery

Payments Management

Settlement and reconciliation

Reporting

Customer dispute management

Card management

Smartcard lifecycle management

Wholesale Payment Engines

Online banking

Authentication and authorization

Payment messaging and reporting

Interface to payment networks

Liquidity management

Trade finance

Risk Management

Enterprise-level fraud prevention and detection

Rules or model-based fraud detection

Real-time or post-transaction fraud detection

Fraud case management and workflow

Custom models

©

2007 Transaction Systems Architects, Inc.

Page 13

How We Win* 

End-to-end solution

Investment in regulatory compliance

Scale, availability and manageability

Platform for payments convergence

Full-service offering, including On Demand

Lower cost per transaction

More control for the customer over pricing,

packaging and service levels

More flexibility in deployment options

Better integration with back-end systems

Global reach and support

More complete, more scalable solutions

Investment in ongoing R&D

Corporate strength and track record

Key partnerships

Reduced cost of operations

Better, more timely regulatory compliance

Integrated solutions suite, supports convergence

More current technology

TSA has key points of differentiation vs the alternatives

Overall

differentiators

Versus home-grown solutions

Versus 3

rd

-party

processors

©

2007 Transaction Systems Architects, Inc.

Page 14

How We Grow

©

2007 Transaction Systems Architects, Inc.

Page 15

Elements of Our Growth*

Volumes

On Demand,

Services

Cross-sell

Share

Selling capacity-based licenses in an industry where electronic payment volumes are growing

Replacing aging technology, including IBM-compatible

and open-systems segments, and winning in the international

wholesale payments space, plus refining the distribution model

Selling value-added solutions to existing

customers and driving towards converged

payments systems

Going to smaller prospects,

offering more choice for

access to TSA’s solutions,

and investing to offer more

services to the base

TSA has both organic and acquisition-based growth opportunities

©

2007 Transaction Systems Architects, Inc.

Page 16

How We Measure It

©

2007 Transaction Systems Architects, Inc.

Page 17

Key Financial Metrics*

Revenue -

$ millions

Backlog -

$ millions

Operating Free Cash Flow* -

$ millions

Adjusted Non-GAAP EPS*

*Free

cash

flow

calculated

as

operating

cash

flow

minus

capex,

adjusted

for

one-time

items.

For

an

explanation

of

why

management

believes

this

is

a

useful

measure

and

for

a

reconciliation

to

the

closest

GAAP

measure,

see

“Non-GAAP

Financial

Measures

Reconciliations”

at

the

end

of

this

presentation.

-50

25

100

175

250

325

400

475

550

625

700

FY2004

FY2005

FY2006

CY2007E

ACI

S2

P&H

$292.8

$313.2

$347.9

$428 -

$447

0

250

500

750

1000

1250

1500

1750

2000

9/30/2005

9/30/2006

12/31/2007(e)

60 Month Backlog

12 Month Backlog

$250

$1,027

$289

$1,226

$1,309 -

$1,339

-5

20

45

70

95

120

FY2004

FY2005

FY2006

CY2007E

OFCF

$54

$48

$44

$57 -

67

0

0.25

0.5

0.75

1

1.25

1.5

1.75

2

2.25

2.5

2.75

3

3.25

3.5

FY2004

FY2005

FY2006

CY2007E

Earnings per Share

$1.51 -

$1.80

$1.29

$1.13

$1.22

*Adjusted

non-GAAP

eps

is

calculated

as

GAAP

eps

less

intangible

amortization

from

acquisitions,

stock-based

compensation

expense

and

special

items.

For

an

explanation

of

why

management

believes

this

is

a

useful

measure

and

for

a

reconciliation

to

the

closest

GAAP

measure,

see

“Non-GAAP

Financial

Measures

Reconciliations”

at

the

end

of

this

presentation

©

2007 Transaction Systems Architects, Inc.

Page 18

Key Financial Metrics -

Revenue

Revenue by Geo

Revenue by Type

Revenue by Product Line

Product Revenue Mix Over Time

Americas

Int'l

18%

US

34%

Asia-

Pacific

10%

EMEA

38%

Maint

30%

Facilities

Mgmt.

4%

Services

16%

Software

License Fees

(MLF)

20%

Software

License Fees

(ILF)

30%

Payments

Mgmt

4%

Risk Mgmt.

5%

Cross

Industry

14%

Wholesale

Payments

8%

Retail

Payment

Engine

69%

Payments

Mgmt

5%

Risk Mgmt.

9%

Cross Industry

6%

Wholesale

Payments

23%

Retail

Payment

Engine

57%

FY2006

FY2006

FY2006

CY2010E

53% of TSA’s revenue

recurs on a monthly basis.

On Demand revenue is expected to comprise

15-20%

of

total

revenue

in

2010

©

2007 Transaction Systems Architects, Inc.

Page 19

0

25

50

75

100

125

150

FY2004

FY2005

FY2006

CY2007E

EBITDA

23%

20%

22%

21%

10

20

30

40

50

0

25

50

75

100

125

150

FY2004

FY2005

FY2006

CY2007E

Op Margin

19%

21%

18%

17%

10

20

30

40

50

Key Financial Metrics -

Profitability

EBITDA* -

$ millions

Operating Income -

$ millions

$61

$69

$71

$54

$64

$62

$68 to $83

$94  to $110

Operating margin and

EBITDA are adjusted for

one-time items.

*EBITDA is a Non-GAAP measure. For an

explanation of why management believes this is a

useful measure and for a reconciliation to the closest

GAAP measure, see “Non-GAAP Financial Measures

Reconciliations”

at the end of this presentation.

©

2007 Transaction Systems Architects, Inc.

Page 20

TSA’s Balance Sheet and ROIC

Equity, 50%

Note Payable,

14%

Other, 17%

Deferred

Revenue, 19%

Goodwill,

36%

Receivables,

16%

Software, 6%

Other, 21%

Cash and

Cash

Equivalents,

21%

Assets

Liabilities

Return on Equity and Invested Capital

9/30/06

9/30/06

Key Takeaways

Strong, leverageable

balance sheet

Minimum $75 million unused line available

Significant incremental borrowing capacity

High return on equity and invested capital relative

to industry peers

0

10

20

30

40

50

2002

2003

2004

2005

2006

Fiscal Year

ROE

ROIC

©

2007 Transaction Systems Architects, Inc.

Page 21

Closing

TSA is a solid investment for the long-term growth investor

Best Payments Solutions

Gold Standard for enterprise payments 

technology

Comprehensive features for the

payments value chain

TSA plays an “honest broker”

role

Business Model

Strong cash flow

Long-term revenue growth

Long-term backlog growth

Leveraged earnings growth

Leverageable balance sheet

Global Presence

Over 800 customers in 84 countries

Represented in countries comprising

95% of world GDP

Direct sales model, supplemented by in-

country distributors

Industry Fundamentals

Positive industry fundamentals driven by

payment volume growth, industry

consolidation and regulatory pressures

Payment volumes growing at 4X global

gross domestic product

www.tsainc.com

Page 22

*

*

*

*

*

•* * * * * * * * * *

•* * * * * * * * * * *

•* * * * * * * * * * *

•* * * * * * * * * * *

•* * * * * * * * * * *

•* * * * * * * * * * *

* * * * * * * * * * *

* * * * * * * * * * *

* * * * * * * * * * *

* * * * * * * * * * *

©

2007 Transaction Systems Architects, Inc.

Page 23

Forward-Looking Statements

This

presentation

contains

forward-looking

statements

based

on

current

expectations

that

involve

a

number

of

risks

and

uncertainties.

Generally,

forward-looking

statements

do

not

relate

strictly

to

historical

or

current

facts

and

may

include

words

or

phrases

such

as

the

Company

“believes,”

“

will,”

“expects,”

“looks

forward

to,”

and

words

and

phrases

of

similar

impact,

and

include

but

are

not

limited

to

statements

regarding

future

operations,

business

strategy

and

business

environment

and

specifically

include

amounts

estimated

in

the

12-month

and

60-month

backlogs,

the

Company’s

revenue

and

earnings

guidance,

and

the

Company’s

long-term

revenue

and

earnings

growth

objectives.

The

forward-looking

statements

are

made

pursuant

to

safe

harbor

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

in

this

presentation

include,

but

are

not

limited

to,

statements

regarding

the:

•

Company’s expectations regarding positive industry fundamentals driven by payment volume growth, industry consolidation and regulatory pressure;

•

Company’s expectations regarding penetration in top 500 world banks, leadership position in international wholesale banking segment, leadership

position in global retailer segment and penetration of top 500 world banks with its fraud solutions;

•

Company’s

expectation

regarding

its

growth

rate

and

industry

growth

rate

in

excess

of

traditional

capital

expenditure

growth

rates;

•

Company’s expectation regarding the wholesale banking segment as its highest potential growth segment, with significant international opportunities;

•

Company’s expectation regarding investing in the retail banking segment will lead to additional market share;

•

Company’s expectation regarding its organic and acquisition-based growth opportunities;

•

Company’s expectation its leading, gold standard payment engines will create leading market positions in additional geographies and possibly in new

industry segments;

•

Company’s operating free cash flow, backlog, adjusted non-GAAP eps estimates;

•

Company’s revenues and EPS estimates for calendar 2007;

•

Company’s product revenue mix over time;

•

Company’s expectation regarding its significant incremental borrowing capacity; and

•

Company’s high return on equity and invested capital relative to industry peers.

.

©

2007 Transaction Systems Architects, Inc.

Page 24

Forward-Looking Statements (continued)

Any

or

all

of

the

forward-looking

statements

may

turn

out

to

be

wrong.

They

can

be

affected

by

the

judgments

and

estimates

underlying

such

assumptions

or

by

known

or

unknown

risks

and

uncertainties.

Many

of

these

factors

will

be

important

in

determining

the

Company’s

actual

future

results.

Consequently,

no

forward-looking

statement

can

be

guaranteed.

Actual

future

results

may

vary

materially

from

those

expressed

or

implied

in

any

forward-looking

statements.

In

addition,

the

Company

disclaims

any

obligation

to

update

any

forward-looking

statements

after

the

date

of

this

presentation.

All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in the Company’s filings with the Securities and

Exchange Commission. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review the

Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K filed on May 11, 2007, and specifically the

section entitled “Factors That May Affect the Company's Future Results or the Market Price of the Company's Common Stock.”

©

2007 Transaction Systems Architects, Inc.

Page 25

Forward-Looking Statements (continued)

The risks identified in the Company’s filings with the Securities and Exchange Commission include:

•

Risks associated with the restatement of the Company’s financial statements;

•

Risks associated with not having current financial information available and the Company will be limited in its ability to register its

securities for offer and sale until the Company is deemed a current filer with the SEC;

•

Risks associated with the delays in filing its periodic reports, including the need to obtain additional extensions from the lender in the

future in order to comply with the financial reporting requirements of the Company’s bank debt, the failure to do so which could have a

material adverse effect on the Company’s business, liquidity and financial conditions;

•

Risks associated with the delay in filing its Quarterly Report on Form 10-Q for the quarter ended December 31, 2006  and its  Quarterly

Report on Form 10-Q for the quarter ended March 31, 2007 with the SEC and

any

failure

to

satisfy

other

NASDAQ

listing

requirements

could

cause

the

NASDAQ

to

commence

suspension

or

delisting

procedures

with respect to its common stock;

•

Risks associated the Company’s performance which could be materially adversely affected by a general economic downturn or

lessening demand in the software sector;

•

Risks associated with the complexity of the Company’s software products;

•

Risks inherent in making an estimate of the Company’s backlogs which many not be accurate and may not generate the predicted revenue;

•

Risks associated with tax positions taken by the Company which require substantial judgment and with which taxing authorities may

not agree;

•

Risks associated with consolidation in the financial services industry which may adversely impact the number of customers and the

Company’s revenues in the future;

•

Risks associated with the Company’s stock price which may be volatile;

•

Risks associated with conducting international operations;

•

Risks regarding the Company’s  newly introduced BASE24-eps product which may prove to be unsuccessful in the marketplace;

•

Risks

associated

with

the

Company’s

future

profitability

which

depends

on

demand

for

its

products;

lower

demand

in

the

future

could

adversely affect the Company’s business;

•

Risks

associated

with

the

Company’s

software

products

which

may

contain

undetected

errors

or

other

defects,

which

could

damage

its

reputation with customers, decrease profitability, and expose the Company to liability;

•

Risks

associated

with

future

acquisitions

and

investments

which

could

materially

adversely

affect

the

Company;

•

Risks associated with the Company’s ability to protect its intellectual property and technology and may be subject to increasing litigation

over its intellectual property rights;

•

Risks associated with the Company’s restructuring plan which may not achieve expected efficiencies;

•

Risks associated with litigation that could materially adversely affect our business financial condition and/or results of operations;

•

Risks associated with new accounting standards or revised interpretations or guidance regarding existing standards; and

•

Risks associated with the assessment and maintenance of internal controls over the Company’s financial reporting.

©

2007 Transaction Systems Architects, Inc.

Page 26

Forward-Looking Statements (continued)

Backlog Estimates

The

Company’s

12-month

and

60-month

backlog

estimates

are

based

on

the

Company’s

judgment

about

future

events

which,

as

described

above,

involve

a

number

of

risks

and

uncertainties.

The

Company

estimates

backlog

using

the

methodology

described

in

the

Company’s

Form

10-Q

filed

on

August

9,

2006

in

the

section

entitled

“Backlog”

under

Item

2.

–

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

OF

FINANCIAL

CONDITION

AND

RESULTS

OF

OPERATION

–

and

on

the

Company’s

website

at

www.tsainc.com.

Non-GAAP Financial Measures Reconciliation

This

presentation

includes

non-GAAP

information:

EBITDA,

Operating

Free

Cash

Flow

and

Adjusted

Non-GAAP

EPS.

EBITDA

is

defined

as

net

income

before

interest,

taxes,

depreciation

and

amortization.

The

Company

uses

EBITDA

as

a

performance

measure

and

provides

EBITDA

to

investors

to

complement

results

provided

in

accordance

with

GAAP,

as

management

believes

the

measure

helps

illustrate

underlying

operating

trends

in

the

Company’s

business

and

uses

the

measure

to

establish

internal

budgets

and

goals,

manage

the

business

and

evaluate

performance.

Because

EBITDA

excludes

some,

but

not

all,

items

that

affect

net

income

and

the

definition

of

EBITDA

may

vary

among

other

companies,

the

EBITDA

measure

presented

by

the

Company

may

not

be

calculated

and

presented

in

accordance

with

GAAP.

Operating

Free

Cash

Flow

is

defined

as

net

cash

flow

from

operating

activities

adjusted

for

selected

one-time

items

minus

capital

expenditures.

The

Company

utilizes

this

non-GAAP

financial

measure,

as

an

indicator

of

cash

flow

available

for

debt

repayment

and

other

investing

activities,

such

as

acquisitions.

The

Company

utilizes

operating

free

cash

flow

as

a

further

indicator

of

operating

performance

and

for

planning

investing

activities.

Adjusted

non-GAAP

EPS

is

defined

as

GAAP

earnings

per

share

adjusted

for

selected

one-time

times

plus

amortization

of

acquisition-related

intangibles

and

non-cash

equity-based

compensation.

The

Company

believes

that

providing

earnings

per

share

on

an

adjusted,

non-GAAP

basis

is

useful

to

it

investors

as

an

operating

measure

because

it

excludes

certain

expenses

and

therefore

provides

a

consistent

basis

for

comparison

of

the

Company’s

expenses

from

period

to

period.

©

2007 Transaction Systems Architects, Inc.

Page 27

Forward-Looking Statements (continued)

Reconciliation of EBITDA ($ thousands)

FY ended Sept 30,

2004

2005

2006

CY2007e

Operating income

54,294

64,251

53,778

68,000 to 83,000

Selected one-time items

Lawsuit

-

-

8,450

-

Goodwill impairment charge

-

-

-

-

Severance

-

-

-

1,000 to 2,000

Stock Option Review

-

-

-

4,000

Operating income adjusted for selected one-time items

54,294

64,251

62,228

73,000 to 89,000

Depreciation & Amortization

6,571

5,180

8,362

21,000

EBITDA

60,865

69,431

70,590

94,000 to 110,000

Reconciliation of Operating Free Cash Flow ($ thousands)

FY ended Sept 30,

2004

2005

2006

CY2007e

Net cash flow from operating activities

58,091

53,151

60,701

63,000 to 71,000

Selected one-time items

Lawsuit

-

-

-

-

Stock Option Review

-

-

-

4,000

IRS Settlement

-

-

(10,900)

-

Net cash flow from operating activities adjusted for selected one-time items

58,091

53,151

49,801

70,000 to 78,000

Capital Expenditures

3,862

5,405

5,988

10,000 to 8,000

Operating Free Cash Flow

54,229

47,746

43,813

57,000 to 67,000

Reconciliation of GAAP EPS to Adjusted Non-GAAP EPS ($ thousands)

FY ended Sept 30,

2004

2005

2006

CY2007e

GAAP Earnings Per Share (Diluted)

1.21

1.12

1.45

1.05 to 1.34

Selected one-time items

One-time tax benefit

-

-

(0.46)

-

Lawsuit settlement cost

-

-

0.14

-

Incremental compensation expense

-

-

-

0.03

Cost of stock options review

-

-

-

0.07

Adjusted earnings per share after selected one-time items

1.22

1.12

1.13

1.15 to 1.44

Amortization of acquisition-related intangibles

-

0.01

0.05

0.22

Non-cash equity-based compensation

-

-

0.11

0.14

Adjusted Non-GAAP earnings per share

1.22

1.13

1.29

1.51 to 1.80

www.tsainc.com

Page 28

EX-99.2

Exhibit 99.2

TRANSACTION SYSTEMS ARCHITECTS INC 120 BROADWAY, SUITE 3350 NEW YORK, NEW YORK 10271 646.348.6700 FAX 212.479.4000 News Release

For more information contact:

William J. Hoelting

Vice President, Investor Relations

402.390.8990

FOR IMMEDIATE RELEASE

Transaction Systems Architects Updates Regulatory Filing Schedule and

Adjusts Financial Guidance

Calendar Year 2007 Guidance Adjusted for Previously-Disclosed Items

(NEW YORK, N.Y. — June 5, 2007) — Transaction Systems Architects, Inc. (Nasdaq:TSAI), today announced its expected timing for regulatory filings and adjusted financial guidance for calendar year 2007. We are adjusting our calendar year 2007 financial guidance based on items disclosed in our recent regulatory filings.

Update on Regulatory Filings

As previously disclosed, we received a written notification from the Staff of NASDAQ stating that the NASDAQ Listing Qualifications Panel has granted our request for continued listing on NASDAQ Global Select Market, subject to the condition that we file our Form 10-K for the fiscal year ended September 30, 2006, and our Form 10-Q for the quarter ended December 31, 2006, and all required restatements, by July 2, 2007. Our Form 10-K for fiscal 2006 was filed on May 11, 2007, and we are targeting to file our Form 10-Q for December 31, 2006 by July 2,

2007. Once we file our Form 10-Q for the quarter ending December 31, 2006, our current estimate is that it will take approximately four to five weeks to file each of our Form 10-Q’s for the quarters ending March 31, 2007 and June 30, 2007. We do not expect to issue preliminary financial results for these respective quarters prior to completing our normal quarter-closing procedures.

“We continue to work hard to get back to a regular schedule for our regulatory filings and financial reporting,” said Philip G. Heasley, TSA’s CEO. “This process has certainly been time-consuming and expensive. Despite this, our team has continued its focus on providing world-class solutions to our customers worldwide, and on enhancing our overall global infrastructure so we can take advantage of the opportunities ahead of us in this dynamic and growing market.”

Adjusted Financial Guidance

Based on items noted in our Form 10-K for fiscal year 2006 filed on May 11, 2007, and our Form 8-K filed on May 16, 2007, we are adjusting our financial guidance for calendar year 2007. Our adjusted guidance reflects the following items:

• The revisions to our historical 60-month and 12-month backlog estimates as disclosed in our Form 10-K for fiscal 2006. These revisions have created a new baseline for our backlog metrics entering calendar year 2007. The impact on our calendar year 2007 guidance due to these revisions is as follows:

• 60-month backlog at December 31, 2007, will be reduced by approximately $22 million; and

• 12-month backlog entering calendar year 2007 was reduced between $3 million and $4 million, which reduces both our revenue and operating free cash flow by the same amount, and results in a reduction in our GAAP and adjusted non-GAAP earnings per share guidance of approximately $0.06.

• The impact of higher expenses related to our review of historical stock option granting practices. Our previous guidance assumed total expenses from this review of approximately $6 million. Due to the length of the review, our new estimate of expenses for the review is approximately $7 million. This expense impacts the quarters ending December 31, 2006 and March 31, 2007 by approximately $3 million each, and the quarter ending June 30, 2007 by approximately $1 million.

• Incremental compensation expense between $1 million and $2 million primarily related to a post-employment agreement with a former executive officer.

We now expect our revenue in the second half of calendar year 2007 to be approximately 20 to 25 percent higher than in the first half of the year. In addition, we expect our reported GAAP expenses in the second half of calendar year 2007 to be approximately one to two percent higher than in the first half of the year.

Based on the specific items noted above, our adjusted financial guidance for calendar year 2007 calculates as follows:

• Operating free cash flow between $57 million and $67 million;

• Revenue between $428 million and $447 million;

• 60-month backlog on December 31, 2007 between $1.309 billion and $1.339 billion;

• GAAP earnings per share between $1.05 and $1.34; and

• Adjusted non-GAAP earnings per share between $1.51 and $1.80.

March Quarter Operating Highlights

“We had solid contracting and strong cash generation in the March quarter,” added Heasley. “We continue to see the need for major financial institutions, retailers and payment processors to replace or update their legacy payment infrastructures in the face of ongoing regulatory pressures, ever-increasing electronic payment volumes and the costs and complexity of supporting older technologies.”

We signed a major wholesale payments deal in Europe with a top 20 world bank, who licensed our ACI Money Transfer System to help them upgrade their global payments infrastructure and comply with the impending SEPA regulations. We signed new BASE24-eps deals with two of the top ten banks in France, our first retail payment engine deals in France in many years. We signed a top U.S. bank to run our ACI Enterprise Banker product in a hosted model, validation that our ACI On Demand initiative has interest within the banking community. We signed

several deals in the quarter with financial institutions in the United Kingdom to help them meet the new requirements for the U.K.-based Faster Payments initiative. In addition to the contracts we signed in France, we signed several significant BASE24-eps deals across our geographic channels, with both new and existing accounts, and on a range of operating platforms. Overall, we signed thirteen new accounts, licensed twenty-five new applications with existing customers and we signed 28 capacity upgrade licenses over $100 thousand.

About Transaction Systems Architects, Inc.

Every second of every day, TSA solutions are at work processing electronic payments, managing risk, automating back office systems and providing application infrastructure services. TSA is a leading international provider of solutions for banking, retail and cross-industry systems. TSA serves more than 800 customers in 84 countries including many of the world’s largest financial institutions, retailers and payment processors. Visit Transaction Systems Architects at www.tsainc.com.

Non GAAP Financial Measures

This press release includes (1) operating free cash flow and (2) earnings per share guidance on an adjusted, non-GAAP basis. TSA is presenting these non-GAAP guidance measures to provide more transparency to its earnings, focusing on operations before selected non-cash items and operating free cash flow.

The Company believes that providing earnings per share on an adjusted, non-GAAP basis is useful to its investors as an operating measure because it excludes certain expenses and therefore provides a consistent basis for comparison of the Company’s expenses from period to period. TSA is also presenting operating free cash flow, which is defined by the Company as net cash provided by operating activities, adjusted for one-time items, minus capital expenditures. The

Company utilizes this non-GAAP financial measure, and believes it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as acquisitions. The Company utilizes operating free cash flow as a further indicator of operating performance and for planning investing activities.

The presentation of these non-GAAP financial measures should be considered in addition to the Company’s GAAP results and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. A reconciliation of (1) net cash provided by operating activities to operating free cash flow and (2) GAAP earnings per share to non-GAAP adjusted earnings per share follows.

Calendar 2007 Guidance
Table A: Reconciliation of Operating Free Cash Flow
	CY07 Previous	CY07 Update
Net cash provided by operating activities	$66 million to $74 million	$63 million to $71 million
One-time items:
Net after-tax cash payments             associated with stock option review	$4 million	$4 million
Capital expenditures	($10 million to $8 million)	($10 million to $8 million)
Operating free cash flow	$60 million to $70 million	$57 million to $67 million

Calendar 2007 Guidance
Table B: Reconciliation of Adjusted Non-GAAP earnings per share
	CY07 Previous	CY07 Update
GAAP earnings per share	$1.16 to $1.45	$1.05 to $1.34
Incremental compensation expense	n/a	0.03
Cost of stock options review	0.05	0.07
Adj. earnings per share after selected one-time items	$1.21 to $1.50	$1.15 to $1.44
Amortization of acquisition-related intangibles	0.22	0.22
Non-cash equity-based compensation	0.14	0.14
Adjusted Non-GAAP earnings per share	$1.57 to $1.86	$1.51 to $1.80

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as the Company “believes,” “will,” “expects,” “looks forward to,” and words and phrases of similar impact, and include but are not limited to statements regarding future operations, business strategy and business environment and specifically include amounts estimated in the 12-month and 60-month backlogs, the Company’s revenue and earnings guidance and the expected timing of the Company’s regulatory filings.

There can be no assurance that (i) the Company will satisfy the other condition for continued listing regarding its December 31, 2006 10-Q, (ii) the Company will be granted any extension of time to meet such condition, if necessary, (iii) NASDAQ will not require the Company to file its March 31, 2007 and June 30, 2007 10-Qs by specified deadlines as additional conditions for continued listing on NASDAQ Global Select Market or that it would be able to meet any such additional conditions, or (iv) that the Company’s common stock will remain listed on NASDAQ Global Select Market.

Any or all of the forward-looking statements may turn out to be wrong. They can be affected by the judgments and estimates underlying such assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company’s actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements after the date of this release.

All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in the Company’s filings with the Securities and Exchange Commission. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-K filed on May 11, 2007 and specifically the section entitled “Factors That May Affect the Company’s Future Results or the Market Price of the Company’s Common Stock.”

-End-