EXHIBIT 99.1

       Disclosure of Updated Risk Factors and Other Company Information

                                  OUR BUSINESS

OVERVIEW

     We provide credit and debit card processing and check risk management
services to financial institutions and merchants in the U.S. and
internationally. Our business is comprised of two segments, Card Services and
Check Services. Card Services provides card issuer services in the U.S., the
U.K., Brazil, Chile, Australia, New Zealand, Ireland, and the Dominican
Republic. Revenues of our domestic card issuer services business are primarily
derived from independent community banks and credit unions. Additionally, Card
Services provides merchant processing and e-banking services in the U.S. and
card issuer software, support, and consulting services in other countries. Last
year we processed approximately 2.0 billion payment transactions and serviced
approximately 38 million card accounts. Check Services provides check risk
management services and related processing services in the U.S., the U.K.,
Canada, France, Ireland, Australia, and New Zealand. A significant portion of
our check risk management services revenues are generated from several large
national and regional retail chains. In 2002, we authorized approximately $35
billion of check transactions worldwide.

     Originally founded as Telecredit in 1961, our business pioneered the check
risk management industry in the U.S. and Canada. Through the development of a
centralized electronic database of consumer check-writing histories, Telecredit
delivered real-time check authorization decisions to merchants at the
point-of-sale. Through an acquisition in 1977, the business was expanded to
include credit card processing. Subsequently, we have added merchant processing,
debit card processing, and e-banking services to our Card Services segment, and
check cashing risk management services and check collections to our Check
Services segment. In 1990, Equifax Inc. acquired Telecredit, and continued to
operate the card and check businesses, through separate subsidiaries, as its
Payment Services division. While part of Equifax, both Card Services and Check
Services expanded outside of North America through a combination of joint
ventures, acquisitions, and local start-ups.

     On March 2, 2001, we were incorporated under the laws of the State of
Georgia as a wholly-owned subsidiary of Equifax as "Equifax PS, Inc." After
Equifax's contribution of its Payment Services division to us, and our adoption
of the name Certegy Inc., Equifax "spun off" the business of the Payment
Services division on July 7, 2001 through a tax-free dividend of all of our
outstanding shares of common stock to Equifax's shareholders of record as of
June 27, 2001. As a result of the spin-off, we became an independent publicly
traded company, with our shares of common stock trading on the New York Stock
Exchange under the symbol "CEY."

CARD SERVICES

     Card Services provides a full range of card issuer services that enable
banks, credit unions, retailers, and others to issue Visa and MasterCard credit
and debit cards, private label cards, and other electronic payment cards for use
by both consumer and business accounts. Additionally, we began processing
American Express cards in the Dominican Republic in January 2003. Our debit card
services support both off-line debit cards,


                                        1


which are processed similarly to credit cards, and on-line debit cards, through
which cardholders obtain immediate access to funds in their bank accounts
through ATMs or merchant point-of-sale terminals. In the United States, our card
processing business is concentrated in the independent community bank and credit
union segments of the market. We have long-term contractual alliances with two
associations representing independent community banks and credit unions in the
U.S., the Independent Community Bankers Association (the "ICBA") and Card
Services for Credit Unions ("CSCU"). Under each of the alliances, which expire
in 2007, we are the exclusive partner of the association for offering credit
card issuing and merchant processing services to its members. We are also the
exclusive partner of CSCU for offering debit card processing to its members. In
2002, approximately 21.6% of our consolidated revenues were derived from ICBA
and CSCU member institutions, although no single institution accounts for a
material portion of our revenues.

     The majority of our card issuer programs are full service, including
essentially all of the operations and support necessary for an issuer to operate
a credit and debit card program. More specifically, we process all the credit
and debit card transactions for the credit and debit cards issued by our
customers, including electronically authorizing the transactions, capturing the
transaction data, and settling the transactions, and we provide full service
back-office support functions for their programs. These support functions
include embossing and mailing our customers' credit and debit cards to their
cardholders; customer service on behalf of card issuers to their customers; card
portfolio management and analysis; invoicing cardholders; receiving and
processing cardholder payments; and pursuing delinquent or fraudulent accounts.
We do not make credit decisions for our customers, nor do we fund their card
receivables. Our services are menu driven, and offer flexibility for those of
our customers who require less than our full service programs. Such customers
include large card issuing institutions that contract with us to provide
transaction processing, but who choose to invest the capital and human resources
necessary to provide their own back-office program support or to use another
card processor for such support.

     Our two most important customer segments, independent community banks and
credit unions, consist predominantly of small and mid-sized card issuers that
cannot independently achieve the economies of scale that would justify setting
up their own credit and debit card operations. We provide our card issuer
services to these customers primarily through our longstanding contractual
alliances with ICBA and CSCU. We have product offerings in place with each of
these organizations, which offer these products to their respective members with
our company as the services provider. These alliances allow us to utilize the
marketing channels of ICBA and CSCU and eliminate the need for us to negotiate
price, terms, and service offerings with individual credit unions or community
banks. As a result, we believe we are the leading provider, in terms of market
share, of comprehensive card processing services to credit unions and to
independent community bank card issuers in the U.S.

     We provide our card issuer services internationally through our operations
in Brazil, Chile, the U.K., and Australia.

     Card Services also provides merchant processing services that enable
retailers and other merchants to accept electronic payment cards in payment for
goods and services. We provide our merchant processing services both directly to
retailers and other merchants who accept credit and debit cards, and through
contracts with financial institutions and others where our solutions enable them
to service the card processing needs of their merchant customers. These services
include front-end authorization and data capture services, back-end accounting
and settlement, and dispute resolution services.

     In order for us to provide our transaction processing services, VISA must
designate us as a member service provider, and for certain services, as an
independent sales organization of VISA, and we must be designated by MasterCard
as a member service provider. To retain these designations, we must be sponsored
by member clearing banks of VISA and MasterCard and continue to comply with the
standards of the VISA and MasterCard associations. Our products are affected by
VISA and MasterCard electronic payment standards that generally are changed
twice a year. In addition, our customers are subject to government regulations
and industry standards with which our products and services must comply.

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     In December 1997, we began providing e-banking services to financial
institutions enabling them to offer internet banking to consumers and
businesses. We provide these services either by licensing our products to our
customers for their operation in-house, or as an application services provider,
or ASP, where the customers are linked to our central service bureau. Our retail
internet banking services enable our bank customers to offer a wide array of
PC-based banking services to consumers, such as on-line account information
access and electronic bill payment. Our corporate internet banking services
enable our bank customers to offer the business community various electronic
commercial banking services, including transmission of account and other
business information between the bank and the business customer, bill payment,
funds transfers, loan and account applications, and other electronic services.

     We intend to continue to expand our card processing business in the
independent community bank and credit union segments of the market. Moreover,
our future growth and profitability will significantly depend upon our ability
to penetrate additional international markets, including emerging markets for
electronic transaction processing.

     In 2002, revenues from Card Services comprised 66% of our total revenues,
compared to 67% in 2001 and 68% in 2000.

CHECK SERVICES

     Check Services provides check risk management and related processing
products and services to businesses accepting or cashing checks at the
point-of-sale. These services utilize our proprietary check authorization
systems and risk assessment decision platforms. A significant portion of our
revenues from check risk management services are generated from several large
national and regional merchants, including national retail chains such as Sears,
Best Buy, Circuit City, Walgreens, Federated, Target, Office Depot, and Staples.
Other customers of our Check Services segment include hotels, automotive
dealers, telecommunications companies, supermarkets, casinos, mail order houses,
and other businesses. Our services allow our clients to run their customers'
personal and business checks through an automated decision-making process that
assesses the likelihood that a check will or will not clear.

     Our check risk management services include solutions tailored to the
specific needs of the customer. They include Welcome Check(R) warranty services,
where we accept the bad check risk associated with checks authorized by our
system, and Welcome Check verification services, where our customers retain the
risk. We also provide blends of warranty and verification services to meet
specific customer needs. All of these products utilize our proprietary system,
PathWays(TM). PathWays provides the flexibility, utilizing our risk management
data and proprietary models, to manage check acceptance risk by controlling the
risk management parameters on a store by store, or even a cash register by cash
register, basis.

     In recent years, we have introduced several new products for existing and
new markets. In addition to PathWays, we have introduced PayCheck Accept(TM),
which enables supermarkets and gaming establishments to reduce the risk of check
losses and fraud in connection with their payroll check cashing services; third-
party check collections for retailers utilizing our verification services; and
electronic check risk management solutions enabled for electronic commerce,
which allow retailers to safely and securely accept payments over the internet.
In 2001, in an initiative with 7-Eleven, Check Services launched a fully
automated check authorization service through 7-Eleven's financial kiosks
located at 7-Eleven convenience stores across the country. As of June 30, 2003,
7-Eleven had approximately 1,000 kiosks installed in 14 states and the District
of Columbia. Additionally, in 2001, the PayCheck Accept platform was modified to
facilitate check cashing "in-lane" at grocers and discounters. The first
"in-lane" contract was signed in 2002 with Wal-Mart Stores, Inc., and we expect
to complete the rollout in the fourth quarter of 2003. Earlier this year we also
announced an agreement with Safeway to provide its customers with a quick and
convenient method to cash payroll checks in nearly 1,500 locations throughout
the United States.

     We provide our check risk management products and services internationally
in Canada, the U.K., Ireland, France, Australia, and New Zealand. Our principal
product in all those countries is check warranty services, although mass
retailers are beginning to utilize our check verification and collection
services.

                                        3


     In 2002, revenues from Check Services comprised 34% of our total revenues,
compared to 33% in 2001 and 32% in 2000.

RECENT FINANCIAL RESULTS

     Our financial results for the first and second quarters of 2003 and the
third quarter to date as compared to the prior periods have been adversely
impacted by the loss of a customer in our merchant processing business that
moved its account to its new owner's processor during the third quarter of 2002
and the loss of a large customer in our Brazilian card operation in March 2003.
In addition, our financial results have been adversely impacted by slow retail
volumes in our Check Services segment due to the general economic slowdown and,
in addition, incremental start-up costs relating to our check cashing services
business. We have recently begun to notice an increase in transaction volume in
our Check Services business, and we are continuing to experience strong growth
in our Card Services segment outside of our merchant processing and South
America card issuer operations. Although management believes that positive
developments such as these will help to offset the effect of the negative
factors mentioned above, there can be no assurance that those factors will not
continue to have an adverse impact on our financial results.

COMPETITION

     The market for our products and services is highly competitive. We compete
directly with third party payment processors and companies that market software
for the electronic payment industry. We also compete against software and
transaction processing systems developed and used in-house by our potential
customers. Our competitors in the Card Services segment include third-party
credit and debit card processors, including First Data Corporation, Total System
Services, Electronic Data Systems Corporation, and Payment Systems for Credit
Unions, and third-party software providers, which license their card processing
systems to financial institutions and third-party processors. Competitors in the
Check Services segment include First Data's TeleCheck Services division and
eFunds.

     Our markets are characterized by rapid technological change, new product
introductions, evolving industry standards, and changing customer needs. In
order to remain competitive, we are continually involved in the development of
new products and services. These initiatives carry the risks associated with any
new product development efforts, including cost overruns, delays in delivery,
and performance problems.

                                  OUR STRATEGY

     We believe that the increased use of credit, debit, and other electronic
payment cards around the globe will continue to present the card processing
industry with significant growth opportunities. We also believe that strong
demand for check risk management services due to increased check fraud at the
point-of-sale and retailers' growing reliance on third parties for assistance in
accurately identifying good check writers to reduce bad check losses, will
continue to present us with growth opportunities.

     In light of the market opportunities, our strategic objective is to
strengthen our position as a provider of payment processing and check risk
management services. We intend to concentrate on the following strategies to
accomplish our objective.

CARD SERVICES

     Utilize our competitive strengths in the U.S. to increase our share of
revenue in the U.S. credit and debit card markets.  Those strengths include:

     - Our long-term contractual alliances with CSCU and ICBA, through which we
       maintain proven distribution channels and enjoy strong name recognition,
       quality-of-service ratings, and customer satisfaction;

     - Our "full service" processing capabilities, which enable us to provide
       among the most comprehensive card processing solutions available; and

     - Our highly competitive prices.

     Grow our customer base and processing volumes outside the U.S.  In
international markets, we will continue to focus our efforts on marketing to
leading card processing prospects, developing flexible processing services
tailored to the diverse credit cultures in Europe, South America, and
Asia-Pacific, and utilizing our competitive advantages. These advantages include
our strength in providing full service processing services, and our proprietary
card processing systems. Our proprietary systems are highly scalable and
portable, and have been customized to process in country-specific environments
in over 25 countries around the world. This customization enables us to enter
new geographic markets quickly and inexpensively, and positions us to be a
preferred vendor for outsourced card processing as this concept starts to be
utilized outside the U.S.


                                        4

     Increase our revenues from our debit card processing products and services
and from other existing and new products and services.  We intend to
aggressively market our expanded debit card processing products and services and
capture a larger share of the rapidly growing debit card markets in the U.S. and
abroad. We intend to aggressively market our card marketing services that assist
our customers in growing their cardholder portfolios. We intend to develop and
market internet service capabilities that will allow cardholders to manage their
debit and credit card accounts and conduct electronic commerce efficiently and
effectively.

CHECK SERVICES

     Utilize our competitive strengths to increase our market share in the check
risk management markets, both in the U.S. and internationally.  Those strengths
include what we believe are the industry's most advanced check risk management
algorithms and systems, our proven ability to introduce successful new check
risk management products, and our company's existing operations and customer
relationships in Europe, South America, and Asia-Pacific.

     Continue our development and utilization of increasingly sophisticated risk
modeling tools to differentiate our capabilities from the competition.  These
tools include proprietary algorithms and systems that we have developed
independently, and others that we have developed with our alliance partners.

     Expand further into existing and new markets such as check cashing, gaming,
grocery, government, and internet commerce by combining our current risk
management and identity authentication services.  This combined solution
provides us with the ability to effectively manage risk in environments where
the consumer is not present as well as at the traditional point-of-sale.

     Further, for both Card Services and Check Services, we intend to continue
to consider strategic alliances with, investments in, and acquisitions of,
domestic and international companies that would enable us to increase our
penetration in our current markets, enter new markets, expand our technology
expertise to help us further enhance our processing, risk management, and
e-banking services, or to increase operating efficiencies.


                                        5


              SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

     We derived the following summary selected consolidated financial
information as of December 31, 2002, 2001, 2000, and 1999, and for each of the
years in the periods then ended from our audited financial statements. The
following income statement and cash flow data for the year ended December 31,
1998 was also derived from our audited financial statements. The following
balance sheet data as of December 31, 1998 was derived from unaudited
consolidated financial statements that were prepared by our management. The
following unaudited summary selected consolidated financial information as of
June 30, 2003, and 2002, and for the six-month periods then ended was derived
from unaudited consolidated financial statements that were prepared by our
management. Our summary selected consolidated financial information set forth
below should be read in conjunction with our audited consolidated financial
statements and other financial information contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2002, and our unaudited interim
consolidated financial statements contained in our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003.

<Table>
<Caption>
                               SIX MONTHS ENDED
                                   JUNE 30,                        YEAR ENDED DECEMBER 31,
                              -------------------   ------------------------------------------------------
                              2003(1)      2002      2002(1)       2001       2000       1999       1998
                              --------   --------   ----------   --------   --------   --------   --------
                                  (UNAUDITED)
                                           (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
                                                                             
RESULTS OF OPERATIONS:
Revenue(2)..................  $487,561   $490,211   $1,007,968   $935,971   $865,907   $763,297   $625,777
Operating
  expenses(2)(3)(4).........   429,203    424,112      856,019    784,552    718,748    635,812    522,486
                              --------   --------   ----------   --------   --------   --------   --------
Operating income............    58,358     66,099      151,949    151,419    147,159    127,485    103,291
Other income (expense),
  net.......................       983        771        1,119         78      1,309      2,311       (383)
Interest expense(5).........    (3,309)    (3,726)      (7,120)    (7,200)    (1,301)      (901)      (533)
                              --------   --------   ----------   --------   --------   --------   --------
Income before income taxes
  and minority interests....    56,032     63,144      145,948    144,297    147,167    128,895    102,375
Provision for income
  taxes.....................   (20,872)   (24,153)     (55,964)   (56,276)   (57,609)   (54,272)   (40,505)
Minority interests in
  earnings, net of tax......        --         --           --       (945)    (1,096)         6       (780)
                              --------   --------   ----------   --------   --------   --------   --------
Net income..................  $ 35,160   $ 38,991   $   89,984   $ 87,076   $ 88,462   $ 74,629   $ 61,090
                              ========   ========   ==========   ========   ========   ========   ========
Basic earnings per
  share(6)..................  $   0.54   $   0.57   $     1.32   $   1.27   $   1.32   $   1.09   $   0.86
Diluted earnings per
  share(7)..................  $   0.53   $   0.56   $     1.30   $   1.26   $   1.30   $   1.07   $   0.85
OTHER OPERATING DATA:
Depreciation &
  amortization..............  $ 20,062   $ 19,637   $   39,050   $ 45,677   $ 42,698   $ 35,758   $ 27,839
Cash flows from
  operations................  $ 84,946   $ 69,249   $  126,655   $102,876   $103,784   $146,220   $ 72,654
Change in settlement
  accounts, included in cash
  flows from operations
  prior to spin-off(8)......        --         --           --   $(29,040)  $(21,353)  $ 25,020   $(18,583)
Capital expenditures........  $ 23,570   $ 26,850   $   48,961   $ 49,349   $ 38,789   $ 50,111   $ 47,893
Ratio of earnings to fixed
  charges(9)................    10.73x     11.27x       13.49x     12.67x     22.16x     21.71x     20.79x
</Table>

                                       6


<Table>
<Caption>
                                   JUNE 30,                                DECEMBER 31,
                              -------------------   -----------------------------------------------------------
                                2003       2002       2002       2001         2000         1999        1998
                              --------   --------   --------   --------   ------------   --------   -----------
                                  (UNAUDITED)                                                       (UNAUDITED)
                                                           (DOLLARS IN THOUSANDS)
                                                                               
BALANCE SHEET DATA:
Total assets(10)............  $769,069   $657,903   $702,141   $736,203     $523,049     $516,567    $508,456
Long-term debt..............  $185,000   $182,000   $214,200   $230,000     $     --     $     --    $     --
Total shareholders'
  equity....................  $253,665   $223,766   $198,443   $211,865     $323,618     $271,490    $348,793
</Table>

- ---------------

 (1) Our financial results for the six months ended June 30, 2003 and the year
     ended December 31, 2002, include other charges of $12.2 million ($7.7
     million after tax, or $0.12 per diluted share) and $12.2 million ($7.7
     million after tax, or $0.11 per diluted share), respectively. The other
     charges for the six months ended June 30, 2003 include $9.6 million of
     early termination costs associated with a data processing contract, $2.7
     million of charges related to the downsizing of our Brazilian card
     operation, and $(0.1) million of other items. The 2002 other charges
     include asset impairment charges of $5.1 million, which consist of a $4.2
     million write-off of the remaining intangible asset value assigned to an
     acquired customer contract in Brazil, due to the loss of the customer, and
     an $0.8 million net write-down of our collateral assignment in life
     insurance policies held for the benefit of certain employees; a $4.0
     million charge for the settlement of a class action lawsuit, net of
     insurance proceeds; and severance charges of $3.2 million, due to the
     reorganization of various departments. See our Quarterly Report on Form
     10-Q for the quarter ended June 30, 2003 and our Annual Report on Form 10-K
     for the fiscal year ended December 31, 2002 for further information on
     these charges.

 (2) Reimbursements received for out-of-pocket expenses for years prior to 2002
     have been reclassified from operating expenses to revenues as required by
     the adoption of EITF No. 01-14 as further described in Note 2 to the
     consolidated financial statements included in our Annual Report on Form
     10-K for the fiscal year ended December 31, 2002.

 (3) General corporate expense was $8.4 million and $8.3 million, respectively,
     for the six months ended June 30, 2003 and 2002, and $19.3 million, $11.9
     million, $7.8 million, $7.3 million, and $6.8 million, respectively, for
     the years ended December 31, 2002, 2001, 2000, 1999 and 1998. We estimate
     our general corporate expense would have increased by approximately $6.5
     million annually for periods prior to the spin-off had we been operating on
     a full year stand-alone basis.

 (4) We adopted SFAS No. 142, "Goodwill and Other Intangible Assets," effective
     January 1, 2002, which ceased the amortization of goodwill.

 (5) In conjunction with our spin-off from Equifax in July 2001, we made a cash
     payment to Equifax of $275 million to reflect our share of Equifax's
     pre-distribution debt used to establish our initial capitalization. This
     was funded through $400 million of unsecured revolving credit facilities we
     obtained in July 2001. Interest expense for periods prior to the spin-off
     principally consist of interest paid on a line of credit held by our
     Brazilian card business and interest charged by Equifax on overnight funds
     borrowed on our behalf.

 (6) Prior to our spin-off from Equifax, basic weighted average shares
     outstanding is computed by applying the distribution ratio of one share of
     Certegy common stock for every two shares of Equifax common stock held to
     the historical Equifax weighted average shares outstanding for the same
     periods presented.

 (7) Prior to our spin-off from Equifax, diluted weighted average shares
     outstanding is estimated based on the dilutive effect of stock options
     calculated in the third quarter of 2001.

 (8) Settlement receivables and payables on our consolidated balance sheets
     result from the timing differences in our settlement process with
     merchants, financial institutions, and credit card associations related to
     merchant and card processing. Prior to the spin-off, the cash held by us
     associated with this settlement process was held by Equifax and included in
     our intercompany receivables from Equifax, a component of equity.

 (9) For purposes of calculating the ratio of earnings to fixed charges,
     "earnings" consist of our income before income taxes, including minority
     interests, and fixed charges. "Fixed charges" consist of interest

                                       7


     on indebtedness, amortization of deferred financing costs, and an estimated
     amount of rental expense that is deemed to be representative of the
     interest factor.

(10) Assets for years prior to 2002 have been reclassified for the change in
     balance sheet classification of check claims payable and recoverable as
     further described in Note 2 to the consolidated financial statements
     included in our Annual Report on Form 10-K for the fiscal year ended
     December 31, 2002.

                                       8


                                  RISK FACTORS


  WE RELY HEAVILY ON A SMALL NUMBER OF SPECIFIC BUSINESS SEGMENTS FOR THE
  MAJORITY OF OUR REVENUES.

     Revenues of our domestic card issuing business are primarily derived from
independent community banks and credit unions, while a significant portion of
our check risk management services revenues are generated from several large
national and regional retail chains. The financial condition of these customers
and their willingness to pay for our products and services are affected by
general market conditions, competitive pressures, and operating margins within
their industries. The retailing industry is currently facing downturns in demand
and structural changes in the industry. We could experience declines in revenue
as a result of any factors that would adversely affect independent banks, credit
unions, and retailers.

  A SIGNIFICANT PORTION OF OUR BUSINESS IS DERIVED FROM TWO KEY STRATEGIC
  RELATIONSHIPS, AND A LOSS OF EITHER OF THOSE RELATIONSHIPS COULD ADVERSELY
  AFFECT OUR PROFITS.

     We have long-term contractual alliances with two associations representing
independent financial institutions in the U.S., the Independent Community
Bankers Association, or ICBA, and Card Services for Credit Unions, or CSCU.
Under each of these alliances, which expire in 2007, we are the association's
exclusive partner for offering credit card issuing and merchant processing
services to that association's members. We are also the exclusive partner of
CSCU for offering debit card processing to its members. As a result,
approximately 21.6% of our consolidated revenues in 2002 were derived from ICBA
and CSCU member institutions. Termination of, or significant adverse change in,
our relationships with either or both of these associations could harm our
ability to retain a substantial portion of our customers and to attract new
customers, and have a material adverse effect on our business.

  OUR REVENUES FROM THE SALE OF SERVICES TO VISA AND MASTERCARD ORGANIZATIONS
  ARE DEPENDENT UPON OUR CONTINUED VISA AND MASTERCARD CERTIFICATION AND
  FINANCIAL INSTITUTION SPONSORSHIP, AND LOSS OR SUSPENSION OF THIS
  CERTIFICATION OR SPONSORSHIP COULD ADVERSELY AFFECT OUR BUSINESS.

     In order to provide our transaction processing services, we must be
designated a certified processor by, and be a member service provider of,
MasterCard and be designated as an independent sales organization of VISA. This
designation is dependent upon our being sponsored by member clearing banks of
both organizations and our continuing adherence to the standards of the VISA and
MasterCard associations. The member financial institutions of VISA and
MasterCard, some of which are our competitors, set the standards with which we
must comply. If we fail to comply with these standards, our designation as a
certified processor, as a member service provider or as an independent sales
organization could be suspended or terminated. The termination of our member
service provider status or our status as a certified processor, or any changes
in the VISA and MasterCard rules that prevent our registration or otherwise
limit our ability to provide transaction processing and marketing services for
the VISA or MasterCard organizations would result in the loss of business from
VISA or MasterCard issuing customers, and lead to a reduction in our revenues,
which would have a material adverse effect on our business.

  WE FACE CHARGEBACK LIABILITY IF OUR MERCHANTS REFUSE OR CANNOT REIMBURSE
  CHARGEBACKS RESOLVED IN FAVOR OF THEIR CUSTOMERS, AND WE FACE LIABILITY TO OUR
  MERCHANT CUSTOMERS IF CHECKS THAT WE HAVE WARRANTED ARE DISHONORED BY THE
  CHECK WRITER'S BANK.

     If a billing dispute between a merchant and a cardholder is not ultimately
resolved in favor of the merchant, the disputed transaction is "charged back" to
the merchant's bank and credited to the account of the cardholder. If we are
unable to collect the chargeback amounts from our merchant customer's account,
or if the merchant refuses or is financially unable to fund these amounts due to
insolvency or bankruptcy or
                                       9


other reasons, we must bear the credit risk for the full amount of the refund
paid to the cardholder's bank. We require cash deposits and other types of
collateral from certain merchants to minimize any such risk. In addition, we
utilize a number of systems and procedures to manage merchant risk and believe
that the diversification of our merchant portfolio among industries and
geographic regions minimizes our risk of loss. We recognize a reserve for
estimated merchant credit losses based on historical experience and other
relevant factors. This reserve amount is subject to the risk that actual losses
may be greater than our estimates.

     If a check that we have warranted is dishonored by the check writer's bank,
we must reimburse our merchant customer for the check's face value and pursue
collection of the amount from the delinquent check writer. We recognize a
reserve for estimated check returns, net of anticipated recoveries, based on
historical experience and other relevant factors. The estimated check returns
and recovery amounts are subject to the risk that the actual amounts returned
may exceed our estimates and the actual amounts recovered may be less than our
estimates.

  CONTINUED CONSOLIDATION IN THE FINANCIAL SERVICES AND RETAIL INDUSTRIES COULD
  REDUCE OUR CUSTOMER BASE AND CAUSE OUR SALES TO FALL.

     Consolidation of our customers could result in a smaller market for our
products and services. After consolidation, banks and other financial
institutions and retailers may realign management responsibilities and reexamine
strategic and purchasing decisions with potential adverse effects on demand for
our products or services. We may lose relationships with key constituencies
within our customer's organization due to budget cuts, layoffs, or other
disruptions following a consolidation. In addition, consolidation may result in
a change in the technological infrastructure of the combined entity. Our
products and services may not integrate with this new technological
infrastructure. In addition, the acquiring institution may have its own in-house
system or outsource to competitors.

  OUR CUSTOMERS ARE SUBJECT TO A REGULATORY ENVIRONMENT AND TO INDUSTRY
  STANDARDS THAT MAY CHANGE IN A MANNER THAT REDUCES THE NUMBER OF TRANSACTIONS
  IN WHICH OUR CUSTOMERS ENGAGE AND THEREFORE REDUCES OUR REVENUES.

     Our customers are subject to a number of government regulations and
industry standards with which our products and services must comply. For
example, our products are affected by VISA and MasterCard electronic payment
standards that generally are changed twice a year. In addition, action by
regulatory authorities relating to credit availability, data usage, privacy, or
other related regulatory developments could have an adverse effect on our
customers and therefore could have a material adverse effect on our business,
financial condition, and results of operations.

  DEMAND FOR OUR PRODUCTS AND SERVICES IS SENSITIVE TO THE LEVEL OF CONSUMER
  TRANSACTIONS EFFECTED BY OUR CUSTOMERS, AND ACCORDINGLY, OUR REVENUES COULD BE
  AFFECTED NEGATIVELY BY A GENERAL ECONOMIC SLOWDOWN OR ANY OTHER EVENT CAUSING
  A MATERIAL SLOWING OF CONSUMER SPENDING.

     A significant portion of our revenue is derived from transaction processing
fees. Any changes in economic factors that adversely affect consumer spending
and related consumer debt, or a reduction in credit and debit card use, would
reduce the volume of transactions that we process, and have an adverse effect on
our business, financial condition, and results of operations.

  TO REMAIN COMPETITIVE AND GROW OUR REVENUES, WE MUST CONTINUALLY UPDATE OUR
  PRODUCTS AND SERVICES, A PROCESS WHICH COULD RESULT IN INCREASED COSTS AND THE
  LOSS OF REVENUES AND CUSTOMERS IF THE NEW PRODUCTS AND SERVICES DO NOT PERFORM
  AS INTENDED OR ARE NOT ACCEPTED IN THE MARKETPLACE.

     The credit and debit card transaction processing and check services markets
in which we compete include a wide range of products and services, including
electronic transaction processing, check authorization, and other customer
support services. The market is characterized by technological change, new
product introductions, evolving industry standards, and changing customer needs.
In order to remain competitive, we are continually involved in the development
of new products and services. These initiatives

                                       10


carry the risks associated with any new product development efforts, including
cost overruns, delays in delivery, and performance problems. Our market is
constantly experiencing technological changes. A delay in the delivery of new
products or services could render them less desirable to our customers, or
possibly even obsolete. In addition, the products and services we deliver to the
electronic payments market are designed to process transactions and deliver
reports and other information on those transactions at very high volumes and
processing speeds. Any performance issue that arises with a new product or
service could result in significant processing or reporting errors. As a result
of these factors, our research and development efforts could result in increased
costs that could reduce our revenues and operating profit if promised new
products are not timely delivered to our customers, or a loss of revenue, or
possible claims for damages if new products and services do not perform as
anticipated.

  TO CONTINUE TO GROW PROFITABLY, WE MUST EXPAND OUR SHARE OF THE CREDIT AND
  DEBIT CARD TRANSACTION PROCESSING MARKET AND ENTER NEW MARKETS, AND THE
  FAILURE TO DO THIS WOULD ADVERSELY AFFECT OUR BUSINESS.

     Our domestic card issuing business is concentrated in the independent
community bank and credit union segments of the market and we have achieved a
significant degree of penetration of these market segments. While we intend to
continue our vigorous pursuit of expansion within these segments, our future
growth and profitability will significantly depend upon our ability to penetrate
other markets, including emerging markets for electronic transaction processing,
such as international transaction processing and internet payment systems. As
part of our strategy to achieve this expansion, we will continue to seek
acquisition opportunities, investments, and alliance relationships that will
facilitate our expansion. We may not be able to complete suitable acquisitions,
investments, or alliances, and if we do, they may not provide us with the
benefits we anticipated. Also, we may not have adequate financial and
technological resources to develop products and distribution channels that will
satisfy the demands of new markets.

  IF THE SECURITY OF OUR DATABASES IS COMPROMISED, OUR REPUTATION COULD SUFFER
  AND WE COULD LOSE CUSTOMERS. IF THE SECURITY OF OUR DATABASES IS COMPROMISED,
  OUR BUSINESS COULD BE ADVERSELY AFFECTED.

     We collect personal consumer data, such as names and addresses, social
security numbers, drivers license numbers, checking and savings account numbers,
and payment history records. Unauthorized access to our databases could result
in the theft or publication of personal confidential information and the
deletion or modification of personal records or otherwise cause interruptions in
our operations. These concerns about security are increased when we transmit
information over the internet. A security or privacy breach may have any one or
more of the following effects, any one or more of which could have a material
adverse effect on our business, financial condition, and results of operations:

     - deter customers from using our products and services;

     - harm our business and reputation;

     - expose us to liability; or

     - increase our operating expenses to correct problems caused by the breach.

  IF WE EXPERIENCE SYSTEM FAILURES, THE PRODUCTS AND SERVICES WE PROVIDE TO OUR
  CUSTOMERS COULD BE DELAYED OR INTERRUPTED, WHICH COULD HARM OUR BUSINESS AND
  REPUTATION AND RESULT IN THE LOSS OF CUSTOMERS.

     Our ability to provide reliable service largely depends on the efficient
and uninterrupted operations of our computer network systems and data centers.
Our systems and operations could be exposed to damage or interruption from fire,
natural disaster, power loss, telecommunications failure, unauthorized entry,
and computer viruses. Although we have taken steps to prevent a system failure,
we cannot be certain that our measures will be successful and that we will not
experience system failures. Further, our property and

                                        11


business interruption insurance may not be adequate to compensate us for all
losses or failures that may occur. Any significant interruptions could:

     - increase our operating expenses to correct problems caused by the
       interruption;

     - harm our business and reputation;

     - result in a loss of customers; or

     - expose us to liability.

     Any one or more of the foregoing occurrences could have a material adverse
effect on our business, financial condition, and results of operations.

  WE MAY BE LIABLE FOR VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
  PARTIES OR HAVE DIFFICULTIES ENFORCING OUR OWN INTELLECTUAL PROPERTY RIGHTS.

     Our retail internet banking services and transaction processing services
utilize significant proprietary software, technology, and other intellectual
property. We rely on a combination of intellectual property laws and
confidentiality agreements to protect these rights. These may not be adequate to
protect all of our rights, however. In addition, our intellectual property
rights could be challenged or held unenforceable in any dispute with third
parties. Third parties may independently develop similar or competitive
technology that does not infringe our rights, and we could not prevent its use.
We do not believe that our business infringes the intellectual property rights
of others. Nonetheless, a third party may in the future bring a lawsuit for
infringement against us. In such case, we may be forced to take a license to
continue using the disputed intellectual property, if one is even offered to us
on reasonable terms. We may also be forced to defend ourselves in infringement
litigation, which is costly, regardless of the merits of the claim. If we did
not prevail in any such litigation, we could be liable for money damages or be
enjoined from using certain of our technology.

     Any of the foregoing occurrences could have a material adverse effect on
our business, financial condition, and results of operations.

  WE PLAN TO CONTINUE EXPANSION OF OUR INTERNATIONAL OPERATIONS, WHICH WILL
  SUBJECT US TO ADDITIONAL BUSINESS RISKS AND MAY CAUSE OUR PROFITABILITY TO
  DECLINE DUE TO INCREASED COSTS.

     We believe that the international market for our products is growing
rapidly, and we expect to commit significant resources to expand our
international sales and marketing activities. As we expand internationally, we
will be increasingly subject to a number of risks and potential costs,
including:

     - political and economic instability;

     - unexpected changes in regulatory requirements and policy, the adoption of
       laws detrimental to our operations such as legislation relating to the
       collection of personal data over the internet or the adoption of laws,
       regulations, or treaties governing the export of encryption related
       software;

     - burdens of complying with a wide variety of other laws and regulations;

     - failure to adequately manage currency exchange rate fluctuations;

     - potentially adverse tax consequences, including restrictions on the
       repatriation of earnings;

     - potential difficulty of enforcing agreements and collecting receivables
       in some foreign legal systems; and

     - general economic conditions in international markets.

     We may not be able to overcome these barriers or avoid significant
expenditures in addressing these potential risks.

                                        12


  FOREIGN CURRENCY FLUCTUATIONS MAY ADVERSELY AFFECT US.

     Approximately 17.3% of our revenues for the year ended December 31, 2002,
35.9% of our assets at December 31, 2002, and 16.2% of our revenues for the six
months ended June 30, 2003 are associated with operations outside of the U.S.
The U.S. dollar balance sheets and statements of income for these businesses are
subject to currency fluctuations. We are most vulnerable to fluctuations in the
Brazilian real and the British pound against the U.S. dollar. The cumulative
translation adjustment, largely related to our investment in Unnisa, our
Brazilian card processing operation, was a $113.4 million, $67.6 million, and
$84.2 million reduction of shareholders' equity at December 31, 2002, December
31, 2001, and June 30, 2003, respectively.

  NEGATIVE ECONOMIC AND DIFFICULT POLITICAL CONDITIONS IN BRAZIL MAY ADVERSELY
  AFFECT OUR BRAZILIAN OPERATIONS.

     Economic and political conditions in Brazil are uncertain and volatile,
which may adversely affect our Brazilian operations. The currency of Brazil has
recently experienced substantial volatility and a major devaluation, which
historically has resulted in severe inflationary pressures. In addition,
significant changes in bank ownership, as large private banks acquire smaller
regional banks and foreign global banks acquire Brazilian banks, may result in
the loss of customers. These conditions make it challenging for us to develop
our business and generate revenues in Brazil. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Seasonality,
Inflation, and Economic Downturns" in our Annual Report on Form 10-K for the
year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003.

  OUR MARKET IS HIGHLY COMPETITIVE, AND SOME OF OUR COMPETITORS HAVE
  SUBSTANTIALLY GREATER RESOURCES THAN WE DO.

     We expect the market for our products and services to remain highly
competitive. Our failure to remain competitive may have a material adverse
effect on our business, financial condition, and results of operation. We face
direct competition from third party payment processors and companies that market
software for the electronic payment industry. We also compete against software
and transaction processing systems developed and used in-house by our potential
customers. Our competitors may develop products and services that are superior
to or that achieve greater market acceptance than our products and services. The
sizes of competitors vary across market segments, as do the resources we have
allocated to the segments we target. Therefore, certain of our competitors have
significantly greater financial, technical, marketing, or other resources than
we do in each of our market segments or overall. As a result, our competitors
may be in a position to respond more quickly than we can to new or emerging
technologies and changes in customer requirements, or may devote greater
resources than we can to the development, promotion, sale, and support of their
products and services. Moreover, new competitors or alliances among our
competitors may emerge and rapidly decrease our market share. We may not be able
to maintain our competitive position against current and potential competitors,
especially those with significantly greater resources than we have. Accordingly,
competitive pressures may have a material adverse effect on our business,
financial condition, and results of operations.


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                       RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our actual consolidated ratio of earnings to
fixed charges for the six months ended June 30, 2003 and 2002, and the fiscal
years ended December 31, 2002, 2001, 2000, 1999 and 1998.


<Table>
<Caption>
                               FOR THE SIX MONTHS ENDED
                                       JUNE 30,                  FOR THE YEAR ENDED DECEMBER 31,
                              --------------------------   ------------------------------------------
                               2003              2002       2002     2001     2000     1999     1998
                              -------           -------    ------   ------   ------   ------   ------
                                                                          
RATIO OF EARNINGS TO FIXED
  CHARGES...................  10.73x            11.27x     13.49x   12.67x   22.16x   21.71x   20.79x
</Table>

     For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of our income before income taxes, including minority
interests, and fixed charges. "Fixed charges" consist of interest on
indebtedness, amortization of deferred financing costs, and an estimated amount
of rental expense that is deemed to be representative of the interest factor.

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