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EXHIBIT 99.4

CONCORD EFS, INC.
CAUTIONARY STATEMENTS

Press releases
 and the reports and other documents we file with the Securities and Exchange Commission
 may contain or incorporate by reference forward-looking statements made pursuant
 to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended,
 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements
 reflect managements expectations, estimates, and assumptions, based on information
 available at the time the document, or any document incorporated therein by reference,
 was prepared. These forward-looking statements include, but are not limited to,
 statements regarding future events, plans, goals, objectives, and expectations.
 The words anticipate, believe, estimate, expect,
 plan, intend, likely, will,
 should, and similar expressions are intended to identify forward-looking
 statements. Forward-looking statements are not guarantees of future performance
 and involve risks, uncertainties, and other factors which may cause our actual performance
 or achievements to be materially different from any future results, performance,
 or achievements expressed or implied by those statements. Important factors that
 could cause our actual results to differ materially from those in forward-looking
 statements include, but are not limited to, those indicated below. We undertake
 no obligation to publicly update or revise any forward-looking statements to reflect
 changed assumptions, the occurrence of anticipated or unanticipated events, or changes
 to future results over time. You are cautioned not to rely on forward-looking statements.

1.     
     If we fail to successfully
 execute our corporate consolidation plans, our business, operating results, and
 financial condition could be adversely affected.

We typically
 initiate consolidation plans to integrate our acquisitions and to exit existing
 businesses. The plans are intended, among other things, to eliminate operational
 redundancies and functionally integrate acquired organizations into Concord. We
 cannot assure you that we will be able to combine our operations without encountering
 difficulties or experiencing the loss of key employees or customers or that the
 expected benefits from such combinations will be realized. If we are unsuccessful
 in executing our consolidation plans, our business, operating results, and financial
 condition could be adversely affected.

2.    
      If we lose key personnel or
 are unable to attract additional qualified personnel as we grow, our business could
 be adversely affected.

We are dependent
 upon the ability and experience of a number of our key management personnel who
 have substantial experience with our operations, the rapidly changing electronic
 payment processing industry, and the selected markets in which we offer our services.
 It is possible that the loss of the services of one or a combination of our senior
 executives or key managers would have an adverse effect on our operations. Our
 success also depends on our ability to continue to attract, manage, and retain other
 qualified middle management and technical and clerical personnel as we grow. We
 cannot assure you that we will continue to attract or retain such personnel.

3.    
      Loss of key customers could
 adversely affect our business, operating results, and financial condition.



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As a result
 of our competitive business environment, we experience some customer attrition.
 Customer attrition is due to several factors, including losses to competitors,
 business acquisitions and mergers, and business closures. We cannot assure you
 that any of our customer contracts will be renewed or, if renewed, will be renewed
 on terms as favorable to us as at present. If they are not renewed, or if they
 are renewed on less favorable terms, we may not be able to reduce our costs in proportion
 to the lost revenue, because many of our costs are fixed. For example, we have
 a number of significant contracts that by their terms terminate on December 31,
 2004. Increased attrition or renewal on less favorable terms could have an adverse
 effect on our business, operating results, and financial condition.

4.   
       We face significant competition
 in each of our lines of business.

All the businesses
 we are engaged in are all highly competitive. The level of competition has increased
 in recent years, and other service providers have established a sizable market share
 in some of the service areas in which we compete. We expect that the level of competition
 will continue to increase. For example, competitors to our debit network, which
 consist of other national and regional debit networks, continue to consolidate as
 large banks merge and combine their debit networks and as shared debit 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. Further, several of our competitors and potential competitors have
 greater capital and technological, management, and marketing resources than we have,
 and we cannot assure you that we will continue to be able to compete successfully
 with such entities. The competitive pricing pressures that would result from any
 increase in competition could adversely affect our margins and may have an adverse
 effect on our business, operating results, and financial condition.

5.   
       Current or future card association
 rules and practices could adversely affect our business, transaction volumes, operating
 results, and financial condition.

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. We compete directly
 with VISA and MasterCard in the provision of transaction processing services. Further,
 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 are our competitors with respect to these services. With
 respect to our electronic benefits transfer (EBT) business, the governmental issuers
 of the benefits set the rules governing such transactions, and the financial institutions
 or processors hired by the government administer them. We cannot assure you that
 the credit card associations will maintain our registrations or that the current
 card association or EBT rules allowing us to market and provide transaction processing
 services will remain in effect. The termination of our member registration or our
 status as a certified processor and changes in card association or EBT rules, including
 any that limit our ability to provide transaction processing and marketing services,
 could have an adverse effect on our business, transaction volumes, operating results,
 and financial condition. In addition, if we were precluded from processing any
 of these card association transactions, there can be no assurance that our processing
 clients would continue to use us to process transactions in other networks.

In addition,
 our STARsm network, as a result of the combination of the STAR, MAC®,
 and Cash Station® networks, is the first regional debit network
 that may potentially be viewed as achieving national status in terms of size and



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geographic coverage. Current VISA and MasterCard rules prohibit their members from
 issuing the debit cards or credit cards of any competing national network, with
 the exception of each other. These rules also prohibit the coexistence of competing
 national marks on their credit and branded debit cards. If VISA or MasterCard were
 to determine that STAR is a competing national network and mark, they could attempt
 to prohibit their members from issuing STAR-branded cards and/or prohibit the coexistence
 of the STAR mark with the VISA and/or MasterCard marks on debit and credit cards.
 If this occurred, we cannot predict whether, when forced to choose between us and
 other brands, issuing banks would favor us over VISA or MasterCard. Further, we
 could lose access to the VISA or MasterCard network and cardholders, which could
 adversely affect our business, automated teller machine (ATM) transactions, personal
 identification number (PIN)-secured and signature debit transactions, credit card
 transactions, operating results, and financial condition.

Card issuers
 who participate in both STAR and VISA or MasterCard networks also may provide incentives
 for cardholders to use VISA or MasterCard signature-based systems instead of our
 STAR PIN-based system. Such incentives may adversely affect our business, operating
 results, and financial condition.

In addition,
 VISAs combined PIN-based and signature debit product called VISA Check Card
 II could adversely impact our Network Services business if a significant number
 of financial institutions issue the product or if VISA reinstitutes its original
 rule prohibiting the placement of competing debit marks on the product.

6.   
       We must remain current with
 rapid technological change.

Our ability
 to provide services is heavily dependent upon our use of and access to computing
 and telecommunications technology. The businesses we are engaged in have been characterized
 by rapid technological change. We cannot assure you that we will be able to continue
 to incorporate new developments in technology or that the costs involved in doing
 so will not be substantial.

7.       
   Acquisitions involve risks that could cause our actual growth to differ from our expectations.

We expect
 to continue to seek selective acquisitions as an element of our growth strategy.
 It is possible that recent or future acquisitions could have an adverse effect
 upon our 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 our operations. For example, we may not be able to successfully
 integrate acquired businesses in a timely manner. We may also incur substantial
 costs, delays, or other operational or financial problems in connection with such
 acquisitions, including during the integration process. In addition, we could incur
 additional indebtedness to finance acquisitions.

8.   
       If additional state taxes are
 imposed on us, our business, operating results, and financial condition could be
 adversely affected.

Transaction
 processing companies like us may be subject to state taxation of certain portions
 of their fees charged to customers 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 we are required to pay these taxes
 and are unable to pass this tax expense through to our customers, our business,
 operating results, and financial condition could be adversely affected.



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9.   
       Continued
 consolidation in the banking and retail industries could adversely affect our growth.



| |  | Our Network
 Services business could be adversely affected. As banks consolidate, our ability
 to successfully offer our Network Services will depend in part on whether the institutions
 that survive those consolidations are willing to outsource their ATM and debit processing
 to third-party vendors like us and whether those institutions have preexisting
 relationships with any of our competitors. Larger institutions with more geographically
 dispersed customer bases may wish to consolidate their network participation with
 fewer networks having the broadest geographic coverage and the best service offerings.
 As regional networks continue to consolidate, we may lose network business if we
 are 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. Larger banks
 that continue to participate in our network may also process proportionately fewer
 ATM transactions through our network as more transactions can be handled within
 the banks own internal systems.
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| |  | Our Payment
 Services business could lose customers, and fee revenue could
decrease. Continued
 consolidation in the retail industry, which makes up a substantial portion of our
 customer base for Payment Services, could impede our 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 operating margins for us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

10.        We are subject to the business
 cycles and credit risk of our merchant customers.

A recessionary
 economic environment could have a negative impact on our customers, particularly
 smaller merchants and trucking companies, which could, in turn, negatively impact
 our business, operating results, and financial condition. If our customers make
 fewer sales of their products and services, we will have fewer transactions to process,
 resulting in lower revenue. Similarly, if the dollar amount of those sales is smaller,
 we will have smaller transactions to process, also resulting in lower revenue.

In addition,
 in a recessionary environment our merchant customers could experience a higher rate
 of bankruptcy filings which could adversely affect us financially. For example,
 we bear credit risk for billing disputes between credit card holders and bankrupt
 merchants. 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 normally charged back
 to the merchant, and the purchase price is refunded to the cardholder. However,
 if that merchant files for bankruptcy or is otherwise unable or unwilling to pay,
 we must bear the credit risk for the full transaction amount of these chargebacks.
 Billing disputes would include instances where a customer ordered goods or services
 on credit, but those goods and services are not delivered by the defunct merchant.
 We 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 our
 business, operating results, and financial condition.

11.        The outcome of litigation
 involving VISA and MasterCard could have a negative impact on our business.



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VISA and MasterCard
 have been sued by the Department of Justice (DOJ) for alleged violation of the federal
 antitrust laws arising out of their respective functionally identical policies of
 (1) allowing members in the respective organization to issue cards participating
 in the other organizations system and (2) prohibiting their members from issuing
 cards in competing systems other than VISA, MasterCard, or Citigroup, the largest
 owner/member of VISA and MasterCard. The potential impact of this litigation on
 us depends upon whether or not the DOJ is successful, and if it is successful, the
 relief ordered by the court. We do not currently issue cards in either system and
 have not been deemed to operate a competing system by either VISA or MasterCard.
 If VISA and MasterCard are permitted to prohibit members from issuing cards in
 competing systems, however, there could be a significant negative impact on us if
 VISA or MasterCard were then to deem the STAR debit network to be a competing system
 for these purposes.

VISA and MasterCard
 also have been sued in a class action case brought by merchants who allege that
 VISA and MasterCard have (1) unlawfully tied merchant acceptance of VISA and MasterCard
 signature debit cards to merchant acceptance of VISA and MasterCard credit cards
 and (2) attempted and conspired to monopolize the market for debit cards, a market
 in which we compete against VISA and MasterCard. The potential impact of this litigation
 on us depends upon whether or not the plaintiffs are successful and, if they are
 successful, the relief ordered by the court or, if they are not successful, the
 business practices adopted by VISA and MasterCard as a result.

12.        Utility and system interruptions
 or processing errors could adversely affect our business, operating results, and
 financial condition.

In order to
 process transactions promptly, our computer equipment and network servers must be
 functional on a 24-hour basis, which requires access to telecommunications facilities
 and the availability of electricity. Further, with respect to certain processing
 services for the STAR debit network, we are dependent on the systems and services
 of a third party vendor. Telecommunications services and the electricity supply
 are susceptible to disruption. Computer system interruptions and other processing
 errors, whether involving our own systems or our third party vendors system,
 may result from such disruptions or from human error or other unrelated causes.
 Any extensive or long-term disruptions in our processing services could cause us
 to incur substantial additional expense, which could have an adverse effect on our
 business, operating results, and financial condition.

13.        We 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. Under some circumstances we bear 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 our business,
 operating results, and financial condition. As part of our processing business,
 we sponsor the participation of a variety of independent sales organizations, financial
 institutions, and other entities into debit, credit, and EBT networks. As sponsor,
 we could bear the credit and fraud risk of those entities under some circumstances.
 Increased bankruptcy or incidence of fraud among these institutions could have
 an adverse effect on our business, operating results, and financial condition.

14.        Changes in card association
 fees, products, or practices could increase our costs or otherwise limit our operations.

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 2002 MasterCard



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increased its fees, and in October 2002 VISA
 increased its fees. It is possible that competitive pressures will result in our
 absorbing a portion of such increases in the future, which would increase our operating
 costs, reduce our profit margin, and adversely affect our business, operating results,
 and financial condition. Furthermore, the rules and regulations of the various
 card associations and networks prescribe certain capital requirements. Any increase
 in the capital level required would further limit our use of capital.

15.        Revenue growth in ATM processing
 could slow because of market saturation or restrictions on surcharging.

Revenue from
 convenience fees or surcharges imposed by owners of ATMs,
 including us, has been a significant factor in the recent growth in our ATM processing
 business, since such fees have encouraged ATM owners to deploy additional terminals.
 There have been initiatives at the federal, state, and local levels to limit surcharges,
 although state and local initiatives have generally been overturned by the courts.
 To the extent that ATM deployment does not continue to grow at recent rates due
 to the enactment and successful enforcement of statutory restrictions on surcharges,
 the availability of fewer favorable retail ATM locations, market saturation, or
 other factors, demand for our ATM processing services may not continue to grow at
 recent rates or may decline.

16.        Rules and regulations governing
 financial institutions and changes to those rules and regulations could limit our
 business.

We are a financial
 holding company and a bank holding company subject to regulation under the Bank
 Holding Company Act of 1956, as amended, and to regulation by the Board of Governors
 of the Federal Reserve System (Federal Reserve). Our bank subsidiary, EFS National
 Bank, is a national banking association established under the National Bank Act
 and is subject to additional regulation by the Office of the Comptroller of the
 Currency as well as the Federal Reserve. The Federal Deposit Insurance Corporation
 insures the domestic deposits of EFS National Bank under the Federal Deposit Insurance
 Act. The restrictions imposed by these and other laws governing the activities
 of national banks and their holding companies and related regulations and restrictions
 imposed by regulatory agencies limit our discretion and the discretion of EFS National
 Bank and its affiliates in operating their businesses. These limitations include:



| |  | restrictions
 on engaging in activities that are not approved by the Federal Reserve as financial
 in nature or incidental or complementary to a financial activity,                                                     
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|  |  |                                                                                                                                                                                                                          
| |  | restrictions
 on mergers and acquisitions involving companies engaged in activities other than
 those approved by the Federal Reserve as financial in nature or incidental or complementary
 to a financial activity,    
|  |  |                                                                                                                                                                                                                          
| |  | narrower constraints
 on activities, mergers, and acquisitions if EFS National Bank does not remain well
 capitalized and well managed or does not maintain satisfactory ratings
 under the Community Reinvestment Act,
|  |  |                                                                                                                                                                                                                          
| |  | minimum capital
 requirements at both the holding company and bank levels,                                                                                                                                               
|  |  |                                                                                                                                                                                                                          
| |  | restrictions
 on dividends by EFS National Bank,                                                                                                                                                                         
|  |  |                                                                                                                                                                                                                          
| |  | restrictions
 on intercompany transactions, and                                                                                                                                                                          



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| |  | restrictions on tie-ins involving
 the products or services of EFS National Bank.
|- |  | ---------------------------------------------------------------------------------

Our failure
 to comply with financial institution rules and regulations applicable to us could
 have a material adverse effect on us, including regulatory enforcement proceedings,
 incurring financial or other penalties, being subject to cease and desist orders,
 and, in certain cases, being required to divest our depository institution subsidiary
 EFS National Bank.

Material changes
 in applicable federal or state regulation of financial institutions could increase
 our operating costs, change the competitive environment, or otherwise adversely
 affect us. We 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 our business, operating results,
 and financial condition.

In addition,
 we are subject to the financial privacy provisions of the Gramm-Leach-Bliley Act
 (the GLB Act). As a result, certain consumer financial information that we receive
 may be subject to limitations on reuse and redisclosure under the GLB Act. Additionally,
 pending legislation at the state and federal levels may further restrict our information
 gathering and disclosure practices. Existing and potential future privacy laws
 may limit our ability to develop new products and services that make use of certain
 data gathered through our Network Services and Payment Services businesses.

The USA Patriot
 Act, which includes a number of provisions designed to enhance the United States
 regime for combatting money laundering and terrorist financing, also may affect
 our business, operating results, and financial condition. We offer products and
 services that assist financial institutions in complying with the USA Patriot Act.
 However, the USA Patriot Act, and particularly its requirements for verification
 of the identity of customers engaging in various types of financial transactions,
 may also depress demand for other transaction processing services. These new provisions
 to address money laundering and terrorist financing also create new compliance risks,
 with potentially significant consequences from violations, including monetary penalties
 and adverse consideration in regulatory applications.

17.        The timing and extent of changes
 in interest rates could have a significant impact on the returns on our investments.

Expectations
 regarding and the actual timing of changes in the Federal Funds interest rate could
 impact the returns on our investable funds. A significant portion of our available-for-sale
 securities are fixed income securities with values that generally move in the opposite
 direction of changes in interest rates. This has little impact if we hold the securities
 to maturity, but if we sell a fixed income security before maturity, the amount
 of our gain or loss could vary dramatically with fluctuations in interest rates.

The Federal
 Reserve generally lowers interest rates to stimulate the economy and generally raises
 interest rates to fight inflation. Given that the Federal Reserve has lowered interest
 rates several times in the past two years, our investment income has been and could
 continue to be negatively affected as our cash flow from receipt of interest payments
 and proceeds from securities sold, called, or matured is reinvested in lower yielding
 securities due to declining interest rates.



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In the event
 that interest rates rise, our investment portfolio could decrease in value and some
 expected maturities could lengthen, which would impact our investment strategies.

18.        The price of our common stock
 could be volatile.

In recent
 years, there has been and may continue to be significant volatility in the market
 price for our common stock. Factors such as changes in quarterly operating results,
 the gain or loss of significant contracts, the entry of new competitors into our
 markets, changes in management, announcements of technological innovations or new
 products by us or our competitors, and general events and circumstances beyond our
 control could have a significant impact on the future market price of our 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. Following
 volatility in the market price of our common stock, various securities fraud class
 action lawsuits and shareholder derivative actions were filed against us, our directors,
 and certain of our officers.

19.        We face certain litigation
 risks.

We are party
 to lawsuits in the normal course of our business. Also, we and our directors and
 certain of our officers have been named as defendants in a number of securities
 fraud class action lawsuits and shareholder derivative actions. Litigation can
 be expensive, lengthy, and disruptive to normal business operations. Moreover,
 the results of complex legal proceedings are difficult to predict. An unfavorable
 resolution or settlement of a particular lawsuit could have an adverse effect on
 our business, operating results, and financial condition.