935036--5/11/2007--TRANSACTION_SYSTEMS_ARCHITECTS

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Factors That May Affect Our Future Results or the Market Price of Our Common Stock We may face risks related to the restatement of our financial statements. We have postponed the filing of this 2006 10-K and of our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2006 and March 31, 2007. As a result, we do not have current financial information available and will be limited in our ability to register our securities for offer and sale until we are deemed a current filer with the SEC. As a result of the delays in filing our periodic reports, we required certain extensions in connection with the delivery of financial statements and related matters under financing arrangements for our bank debt. We may require additional extensions in the future, and failure to obtain the necessary extensions could have a material adverse effect on our business, liquidity and financial condition. The delay in filing this 2006 10-K on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2006 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 our common stock. Our performance could be materially adversely affected by a general economic downturn or lessening demand in the software sector. The software market is a highly competitive industry, and we may not be able to compete effectively. Management s backlog estimate may not be accurate and may not generate the predicted revenues. We may face exposure to unknown tax liabilities, which could adversely affect our financial condition and/or results of operations. Consolidation in the financial services industry may adversely impact the number of customers and our revenues in the future. Our stock price may be volatile. There are a number of risks associated with our international operations. One of our most strategic products, BASE24-eps could prove to be unsuccessful in the market. Our future profitability depends on demand for our products; lower demand in the future could adversely affect our business. Our software products may contain undetected errors or other defects, which could damage our reputation with customers, decrease profitability, and expose us to liability. Risks associated with future acquisitions and investments could materially adversely affect our business. We may be unable to protect our intellectual property and technology and may be subject to increasing litigation over our intellectual property rights. Our restructuring plan may not achieve expected efficiencies. We may become involved in litigation that could materially adversely affect our business financial condition and/or results of operations. Changes in the generally accepted accounting principles (GAAP) may have significant adverse effects on us. Management has identified a number of material weaknesses in our internal control over financial reporting.

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935036--5/11/2007--TRANSACTION_SYSTEMS_ARCHITECTS_INC