EXHIBIT 99
                       CONCORD EFS, INC. AND SUBSIDIARIES
                              CAUTIONARY STATEMENTS

This Form 10-Q may contain or  incorporate  by  reference  statements  which may
constitute "forward-looking"  information,  within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange Act of 1934, as amended.  Prospective  investors are cautioned that any
such statements are not guarantees of future performance and involve substantial
risks and  uncertainties,  and that actual  results may differ  materially  from
those contemplated by such  forward-looking  statements.  Important factors that
could cause actual results to differ  materially  from those in  forward-looking
statements include the following.  Concord EFS, Inc. (the "Company")  undertakes
no obligation to update or revise forward-looking  statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future results
over time.

1.   If the  Company  loses key  personnel  or is unable to  attract  additional
     qualified personnel as it grows, our business could be adversely affected

     The  Company is  dependent  upon the ability  and  experience  of its Chief
     Executive  Officer,  its  President,   the  President  of  its  subsidiary,
     Electronic Payment Services,  Inc.  ("Electronic Payment Services"),  and a
     number of other key management  personnel who have  substantial  experience
     with its operations,  the rapidly changing  electronic  payment  processing
     industry and the selected markets in which the Company offers its services.
     It is possible  that the loss of the  services of one or a  combination  of
     these senior executives or key managers would have an adverse effect on the
     Company's operations.  The Company's success also depends on its ability to
     continue to attract,  manage and retain other qualified  middle  management
     and technical and clerical personnel as it grows. The Company cannot assure
     you that it will continue to attract or retain such personnel.

2.   If the Company is  unsuccessful  in fully  integrating  the  operations  of
     Electronic Payment Services,  its financial condition and operating results
     could be adversely affected

     The  Company  cannot  assure  you  that it will  be able to  integrate  the
     operations of Electronic Payment Services without encountering difficulties
     or experiencing the loss of key Electronic  Payment  Services  employees or
     customers,  or that the benefits  expected  from such  integration  will be
     realized.   If  the  Company  is  unsuccessful  in  fully  integrating  the
     operations  of Electronic  Payment  Services,  its financial  condition and
     operating results could be adversely affected.

3.   Changes in card  association  rules could  adversely  affect the  Company's
     business

     One of the Company's bank  subsidiaries,  EFS National Bank, is a member of
     the VISA and  MasterCard  organizations  and is a  registered  processor of
     Discover,  American Express and Diners Club transactions.  The rules of the
     credit  card  associations  are set by  member  banks  or,  in the  case of
     Discover,  American Express and Diners Club, by the card issuers,  and some
     of those banks and issuers  compete  with the Company in the  provision  of
     transaction  processing  services.  Further,  with respect to the Company's
     electronic benefits transfer ("EBT") business,  the governmental issuers of
     the benefits set the rules and the  financial  institutions  or  processors
     hired by the  government  administer  them.  It is possible  that the rules
     relating to the  Company's  credit card,  debit or EBT  operations  will be
     changed  or  administered  in  such  a  way  as  to  adversely  affect  its
     operations.

4.   Changes in card association fees could increase the Company's costs

     From time to time, VISA, MasterCard,  Discover, American Express and Diners
     Club increase the organization and/or processing fees (known as interchange
     fees) that they  charge.  For  example,  in April 1999 VISA and  MasterCard
     increased their fees by up to 10%, which was the largest increase in recent
     years.  Most of the Company's  agreements  with merchant  customers  permit
     these  fee  increases  to be  passed on to the  merchants.  However,  it is
     possible that competitive  pressures will result in the Company absorbing a
     portion of such increases in the future, which would increase its operating
     costs and reduce its profit margin.

5.   Revenue growth in automated  teller machine ("ATM")  processing  could slow
     because of  restrictions  on  surcharging or a decline in the deployment of
     ATMs

     Revenue from "convenience fees" or "surcharges"  imposed by owners of ATMs,
     including the Company,  has been a significant  factor in the recent growth
     in the Company's ATM processing  business  since such fees have  encouraged
     ATM owners to deploy additional  terminals.  There have been initiatives at
     both  the  federal  and  state   levels  to  limit   surcharges,   although
     restrictions   have  been   implemented   in  only  a  limited   number  of
     jurisdictions  to date. To the extent that ATM  deployment  declines due to
     the enactment of statutory  restrictions  on  surcharges,  fewer  favorable
     retail ATM  locations  being  available  or other  factors,  demand for the
     Company's ATM processing  services may not continue to grow at recent rates
     or may decline.

6.   The Company is dependent on its VISA and MasterCard registrations

     The Company is registered with VISA and MasterCard as a certified processor
     and a member. In order to be designated as a certified  processor with VISA
     and MasterCard  and to be a member,  the Company must continue to adhere to
     the standards of the VISA and MasterCard  credit card  associations.  These
     standards are set by the respective  member financial  institutions of VISA
     and MasterCard,  some of which are the Company's competitors.  In the event
     the Company  fails to comply with these  standards,  its  designation  as a
     certified processor or status as a member could be suspended or terminated.
     The Company  cannot assure you that VISA and  MasterCard  will maintain the
     Company's  registrations  or that the  current  VISA and  MasterCard  rules
     allowing  it to market and provide  transaction  processing  services  will
     remain in effect.  The termination of the Company's member  registration or
     its  status  as a  certified  processor,  or any  changes  in the  VISA  or
     MasterCard  rules that  prevent  its  registration  or limit its ability to
     provide   transaction   processing  and  marketing  services  for  VISA  or
     MasterCard,  would  have an  adverse  effect on the  Company's  ability  to
     operate and its financial performance.

7.   The Company is subject to the credit risk of its merchant customers

     In the event a billing  dispute between a credit card holder and a merchant
     is not resolved in favor of the merchant,  the  transaction is charged back
     to the merchant,  and the purchase price is refunded to the cardholder.  If
     that merchant files for  bankruptcy or is otherwise  unable or unwilling to
     pay, the Company must bear the credit risk for the full transaction amount.
     The Company  cannot  assure you that  chargebacks  will not increase in the
     future.  Increases in chargebacks that are not paid by merchants could have
     an  adverse  effect on the  Company's  financial  condition  and  operating
     results.

8.   The Company may be susceptible to fraud occurring at the merchant level

     Merchant fraud includes recording false sales transactions or false credits
     by the  merchant or its  customers.  The Company  attempts to minimize  its
     exposure  to  merchant  fraud  risk by  conducting  a  credit  review  of a
     prospective  merchant and monitoring the merchant's practices on an ongoing
     basis. The Company is also able to suspend a merchant's daily settlement if
     it suspects fraudulent activity.  Nonetheless, under some circumstances the
     Company bears the risk of incidents of merchant  fraud. It is possible that
     incidents  of  merchant  fraud  could  increase  in the  future.  Increased
     incidents of merchant  fraud could have an adverse  effect on the Company's
     financial condition and operating results.

9.   Any  significant  Year 2000  code  problem  which  arises,  if not  managed
     appropriately by the Company, its vendors,  its customers,  the networks or
     any other entities with which the Company interfaces, could have an adverse
     effect on the Company's business

     The Year 2000 issue  generally  describes  the  various  problems  that may
     result  from  the   improper   processing   of  dates  and   date-sensitive
     transactions  by  computers  and other  equipment  as a result of  computer
     hardware and software  using two digits to identify the year in a date. The
     failure to  properly  process  dates  could  result in  network  and system
     failures or miscalculations  causing  disruptions in operations  including,
     among other things,  a temporary  inability to process  transactions,  send
     invoices or engage in other routine business  activities.  A failure of the
     Company's customers or vendors,  particularly  telecommunications carriers,
     to cause their software and systems to be Year 2000 compliant  could have a
     material  adverse  effect on the  Company  and on its  ability  to meet its
     obligations. Until the Year 2000 occurs, the Company will not know for sure
     that all systems will then function adequately.

10.  The Company faces  significant  and  increasing  competition in each of its
     lines of business

     The market for credit,  debit and EBT card transaction  processing services
     is highly competitive. The level of competition has increased significantly
     in  recent  years  and  this  trend is  expected  to  continue.  Management
     estimates that the three largest credit and debit card  processors  account
     for roughly 50% of the total  credit and debit card sales volume and that a
     single  competitor  accounts  for well in excess of 50% of the total dollar
     volume of payment transaction processing for the trucking industry. Another
     single competitor  accounts for in excess of 50% of the total dollar volume
     of check  verifications.  In addition,  competitors  to the  Company's  MAC
     network,  which  consist  of other  national  and  regional  ATM  networks,
     continue to consolidate as large banks merge and combine their ATM networks
     and shared ATM  networks  continue to combine  into  larger  super-regional
     conglomerates.  The  continued  expansion  of the national  debit  networks
     operated by VISA and MasterCard also places increasing competitive pressure
     on other networks as banks seek to consolidate their network  affiliations.
     Several of the Company's competitors and potential competitors have greater
     capital, management, marketing and technological resources than the Company
     has, and the Company  cannot assure you that it will continue to be able to
     compete successfully with such entities. In addition, increased competitive
     pricing  pressures,  including a possible  reduction  in  transaction  fees
     charged as a result of any increase in competition,  would adversely affect
     the  Company's  margins  and may have an  adverse  effect on its  financial
     condition and results of operations.

11.  The Company  could lose network  service  business if a new VISA debit card
     product is successful

     In 1998, VISA announced the  introduction of an on-line debit card product,
     VISA Check Card II, that would  compete with other  on-line debit cards but
     would bear a higher card issuer  reimbursement fee than is provided by most
     other  networks,  including  the MAC  network  the  Company  operates.  The
     significant  increase  in  the  issuer  reimbursement  fee  may  act  as an
     incentive  for bank  debit  card  issuers  to issue the VISA Check Card II.
     Further,  as  proposed,  the VISA product  would not permit some  competing
     network  brands,  such  as  MAC,  to  also  appear  on the  card.  If  VISA
     successfully induces banks to issue this card in replacement of debit cards
     participating  in the MAC network,  the Company could  experience a loss of
     network service business.

12.  Loss of key customers could reduce the Company's revenue and net income

     Like  its  competitors  and  as  a  result  of  its  competitive   business
     environment, the Company experiences some turnover of customers.  Attrition
     is due to  several  factors,  including  business  closures  and  losses to
     competitors.  The Company's  contracts for credit and debit card and/or ATM
     processing  services typically have terms of two to five years duration and
     renew   automatically  for  successive   one-year  terms  unless  expressly
     terminated.  However,  the  Company  cannot  assure  you  that any of these
     contracts will be allowed to renew or, if renewed, continued upon favorable
     terms. If they are not renewed,  it will be unlikely that the Company would
     be able to reduce its costs in proportion to the lost revenue  because many
     of its costs are fixed. Increased attrition could have an adverse effect on
     the Company's revenue and net income.

13.  Continued   consolidation  in  the  banking  and  retail  industries  could
     adversely affect the Company's growth

       -- The  Company's ATM  processing  services  business  could be adversely
          affected. As banks consolidate,  the Company's ability to successfully
          offer its ATM  processing  services will depend in part on whether the
          institutions  that  survive  those   consolidations   are  willing  to
          outsource  their  ATM  processing  to  third-party  vendors  like  the
          Company,  and whether those  institutions have pre-existing  alliances
          with  any  of the  Company's  competitors.  With  respect  to  network
          services,  larger  institutions  with  more  geographically  dispersed
          customer  bases may wish to  consolidate  their network  participation
          with fewer networks having the broadest  geographic  coverage and best
          service offerings.  As regional networks continue to consolidate,  the
          Company may lose network business if it is unable to continue to offer
          a range  of  products  that is  competitive  in  terms  of  geographic
          distribution as well as quality and breadth of service.

     --   The  Company  could lose  customers  and fee revenue  could  decrease.
          Continued  consolidation  in the  retail  industry,  which  makes up a
          substantial  portion of the Company's  customer base, could impede its
          ability  to  grow as the  survivors  of such  consolidation  may  have
          relationships  with  competitors or may be more interested in pursuing
          internal  processing  options  due to their  increased  scale.  Larger
          merchants with larger  transaction  volumes may also demand lower fees
          which could result in lower revenue for the Company.

14.  Risks related to acquisitions

     Since the beginning of 1998 the Company has completed  three  acquisitions.
     Through  these  acquisitions  and its other  investments  the  Company  has
     expanded its sales force and strengthened its breadth of service offerings.
     The  Company  expects to  continue  to seek  selective  acquisitions  as an
     element  of its  growth  strategy.  It is  possible  that  recent or future
     acquisitions  could have an adverse  effect  upon the  Company's  operating
     results,  particularly  in the fiscal  quarters  immediately  following the
     completion  of such  transactions,  while the  operations  of the  acquired
     entities are being  integrated  into its operations.  Acquisitions  involve
     risks that  could  cause the  Company's  actual  growth to differ  from our
     expectations. For example:

       -- The  Company  may  not  be  able  to  continue  to  identify  suitable
          acquisition candidates or to complete acquisitions on favorable terms.

       -- The  Company  may  not be  able  to  successfully  integrate  acquired
          businesses in a timely manner.  The Company may also incur substantial
          costs,  delays or other  operational or financial  problems during the
          integration  process  and its  operating  results  could be  adversely
          affected during the integration process.

       -- The  Company   could   incur   additional   indebtedness   to  finance
          acquisitions.

15.  Changes in rules and regulations  governing  financial  institutions  could
     limit the Company's business

     The Company is a bank holding company subject to regulation  under the Bank
     Holding  Company Act of 1956 and to regulation by the Board of Governors of
     the  Federal  Reserve  System.  EFS  National  Bank is a  national  banking
     association  established  under the  National  Bank Act and is  subject  to
     regulation by the Office of the  Comptroller of the Currency as well as the
     Federal Reserve.  The Company's other bank subsidiary,  EFS Federal Savings
     Bank,  operates  under the Home Owners Loan Act and the rules of the Office
     of  Thrift  Supervision,  which  has  primary  regulatory  and  supervisory
     jurisdiction over it. The Federal Deposit Insurance Corporation insures the
     domestic  deposits of both  banks.  The  restrictions  imposed by these and
     other laws  governing the activities of national  banks,  savings banks and
     their holding companies and related regulations and restrictions imposed by
     these regulatory agencies limit the Company's discretion and the discretion
     of EFS National  Bank,  EFS Federal  Savings Bank and their  affiliates  in
     operating their businesses. These limitations include restrictions on:

               -- engaging in non-bank-related activities
               -- non-bank mergers and acquisitions
               -- dividends by banking entities
               -- intercompany transactions

     Material  changes in  applicable  federal or state  regulation of financial
     institutions  could  increase the  Company's  operating  costs,  change the
     competitive  environment  or otherwise  adversely  affect the Company.  The
     Company  cannot  assure  you that these  laws and  regulations  will not be
     amended, or interpreted differently by regulatory authorities,  or that new
     laws and regulations will not be adopted,  which could adversely affect its
     operations, financial condition and prospects.  Furthermore, the Company is
     subject to the rules and  regulations  of the various credit card and debit
     card associations and networks which, among other things, prescribe capital
     requirements.

16.  The Company must remain current with rapid technological change

     The Company's ability to provide services is heavily dependent upon its use
     of  and  access  to  computing  and  telecommunications   technology.   The
     transaction  payment  processing  business has been  characterized by rapid
     technological  change,  and the Company's  business has benefitted from its
     ability to offer  processing  and  payment  services  in line with the most
     recent technological improvements. The Company is committed to maintain its
     ability to customize  processing and payment  services to a wide variety of
     merchant  electronic  payment  equipment,   communication   protocols,  new
     technologies and customer  processing needs. The Company cannot assure you,
     however,  that it will be able to continue to incorporate new  developments
     in payment  processing  technology,  or that the costs involved in doing so
     will not be substantial.

17.  The Company is dependent on third-party vendors for its operations

     The Company's  processing  services are dependent  upon  long-distance  and
     local   telecommunications   carriers  and  access  to   telecommunications
     facilities  on  a  24-hour   basis.   Telecommunications   facilities   are
     susceptible  to  interruption  by natural  disasters.  Although the Company
     maintains a disaster response plan which it considers adequate and which it
     regularly reviews,  and although the Company has operated following natural
     disasters in the past without interruption of its processing  services,  it
     is possible  that a natural  disaster  could cause  extensive  or long-term
     damage that  interrupts the Company's  processing  services or causes it to
     incur  substantial  additional  expense to avoid  interruption of services,
     either of which could have an adverse  effect on the  Company's  operations
     and financial condition.

18.  If  additional  state  taxes are  imposed  on the  Company,  its  financial
     condition and results of operations could be adversely affected

     Transaction  processing  companies like the Company may be subject to state
     taxation of certain  portions of their fees charged to merchants  for their
     services.  Application  of this tax is an ongoing issue in the industry and
     the states  have not yet  adopted  uniform  guidelines  implementing  these
     regulations. If the Company is required to pay these taxes and is unable to
     pass this tax expense  through to its  merchant  customers,  its  financial
     condition and results of operations could be adversely affected.

19.  The price of the Company's common stock could be volatile

     In  recent  years,  there  has  been  and may  continue  to be  significant
     volatility  in the market price for the Company's  common stock,  and there
     can be no  assurance  that an active  market  for the  common  stock can be
     sustained. Factors such as changes in quarterly operating results, the gain
     or loss of significant  contracts,  the entry of new  competitors  into the
     Company's  markets,  changes in management,  announcements of technological
     innovations or new products by the Company or its competitors,  and general
     events  and  circumstances  beyond  the  Company's  control  could  have  a
     significant impact on the future market price of the Company's common stock
     and the relative  volatility of such market price.  In the past,  following
     periods  of  volatility  in the  market  price of a  company's  securities,
     securities class action  litigation has often been instituted  against that
     company.  If similar  litigation  were instituted  against the Company,  it
     could result in substantial costs and a diversion of management's attention
     and  resources,  which  could  have  an  adverse  effect  on the  Company's
     business.