##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



QUARTERLY REPORT UNDER

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



|x  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|-- |  | ----------------------------------------------------------------------------------------
|   |  | For the quarterly period ended June 30, 2003                                            
|  
|OR
| ̈  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|   |  | For the transition period from                  to                                      



Commission File
Number 001-31527



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CONCORD EFS, INC.

(Exact Name of
Registrant as Specified in its Charter)



|Delaware                                                           |  | 04-2462252                             
|------------------------------------------------------------------ |  | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization)     |  | (I.R.S. Employer Identification Number)
|2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee             |  | 38133                                  
|(Address of Principal Executive Offices)                           |  | (Zip Code)                             
|Registrants telephone number, including area code: (901) 371-8000



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    Yes    x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes    x No ̈



The number of shares of the registrants common stock outstanding as of
July 31, 2003 was 486,772,912.



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##### Table of Contents

CONCORD EFS, INC.



FORM 10-Q QUARTERLY REPORT



TABLE OF CONTENTS



|PART IFinancial Information                                                                            |  |   
|------------------------------------------------------------------------------------------------------- |  | --
|                                                                                                        | 
|Item 1. Financial Statements (Unaudited)                                                                |  |   
|                                                                                                        | 
|Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002                                   |  | 1 
|                                                                                                        | 
|Consolidated Statements of Income for Three Months and Six Months Ended June 30, 2003 and June 30, 2002 |  | 2 
|                                                                                                        | 
|Consolidated Statements of Cash Flows for Six Months Ended June 30, 2003 and June 30, 2002              |  | 3 
|                                                                                                        | 
|Notes to Consolidated Financial Statements                                                              |  | 4 
|                                                                                                        | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 18
|                                                                                                        | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                      |  | 28
|                                                                                                        | 
|Item 4. Controls and Procedures                                                                         |  | 29
|                                                                                                        | 
|PART IIOther Information                                                                               |  |   
|                                                                                                        | 
|Item 1. Legal Proceedings                                                                               |  | 30
|                                                                                                        | 
|Item 4. Submission of Matters to a Vote of Security Holders                                             |  | 32
|                                                                                                        | 
|Item 6. Exhibits and Reports on Form 8-K                                                                |  | 33
|                                                                                                        | 
|Signatures                                                                                              |  | 35



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##### Table of Contents

PART IFINANCIAL INFORMATION



Item 1.    Financial Statements (Unaudited)



CONCORD EFS, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                               |  | June 30,2003   |           | December 31,2002
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | ----------------
|                                                                                                                                               |  | (in thousands)
|Assets                                                                                                                                         |  |                |           |                 
|Current assets                                                                                                                                 |  |                |           |                 
|Cash and cash equivalents                                                                                                                      |  | $              | 1,036,363 |                 
|Securities available for sale                                                                                                                  |  |                | 874,245   |                 
|Accounts receivable, net                                                                                                                       |  |                | 129,331   |                 
|Settlement receivables, net                                                                                                                    |  |                | 39,475    |                 
|Inventories                                                                                                                                    |  |                | 22,519    |                 
|Prepaid expenses and other current assets                                                                                                      |  |                | 32,229    |                 
|Deferred income taxes                                                                                                                          |  |                | 8,938     |                 
|                                                                                                                                               |  |                |           |                 
|Total current assets                                                                                                                           |  |                | 2,143,100 |                 
|Securities available for sale                                                                                                                  |  |                | 133,577   |                 
|Property and equipment, net                                                                                                                    |  |                | 347,052   |                 
|Goodwill, net                                                                                                                                  |  |                | 265,040   |                 
|Other intangible assets, net                                                                                                                   |  |                | 50,270    |                 
|Other assets, net                                                                                                                              |  |                | 62,245    |                 
|                                                                                                                                               |  |                |           |                 
|Total assets                                                                                                                                   |  | $              | 3,001,284 |                 
|                                                                                                                                               |  |                |           |                 
|Liabilities and stockholders equity                                                                                                           |  |                |           |                 
|Current liabilities                                                                                                                            |  |                |           |                 
|Accounts payable and other liabilities                                                                                                         |  | $              | 25,069    |                 
|Settlement payables                                                                                                                            |  |                | 506,178   |                 
|Deposits                                                                                                                                       |  |                | 64,643    |                 
|Accrued liabilities                                                                                                                            |  |                | 63,295    |                 
|Income taxes payable                                                                                                                           |  |                | 21,474    |                 
|Current maturities of long-term debt                                                                                                           |  |                | 31,548    |                 
|                                                                                                                                               |  |                |           |                 
|Total current liabilities                                                                                                                      |  |                | 712,207   |                 
|Long-term debt                                                                                                                                 |  |                | 133,577   |                 
|Deferred income taxes                                                                                                                          |  |                | 63,798    |                 
|Other liabilities                                                                                                                              |  |                | 8,141     |                 
|                                                                                                                                               |  |                |           |                 
|Total liabilities                                                                                                                              |  |                | 917,723   |                 
|                                                                                                                                               |  |                |           |                 
|Commitments and contingent liabilities                                                                                                         |  |                |          |                 
|Minority interest in subsidiary                                                                                                                |  |                | 5,614     |                 
|                                                                                                                                               |  |                |           |                 
|Stockholders equity                                                                                                                           |  |                |           |                 
|Common stock, $0.331/3par value; authorized 1,500,000 shares, issued and outstanding 486,771 at June 30, 2003 and 486,461 at December 31, 2002 |  |                | 162,257   |                 
|Additional paid-in capital                                                                                                                     |  |                | 989,352   |                 
|Retained earnings                                                                                                                              |  |                | 920,438   |                 
|Accumulated other comprehensive income                                                                                                         |  |                | 5,900     |                 
|                                                                                                                                               |  |                |           |                 
|Total stockholders equity                                                                                                                     |  |                | 2,077,947 |                 
|                                                                                                                                               |  |                |           |                 
|Total liabilities and stockholders equity                                                                                                     |  | $              | 3,001,284 |                 
|                                                                                                                                               |  |                |           |                 



See Notes to
Consolidated Financial Statements.



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##### Table of Contents

CONCORD EFS, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                         |  | Three months endedJune 30,            |         | Six months ended June 30,
|-------------------------------------------------------- |  | ------------------------------------- | ------- | -------------------------
|                                                         |  | 2003                                  |         | 2002                     
|                                                         |  | (in thousands, except per share data)
|                                                         |  |                                      
|Revenue                                                  |  | $                                     | 570,046 |                          
|Cost of operations                                       |  |                                       | 421,385 |                          
|Selling, general and administrative expenses             |  |                                       | 34,428  |                          
|Merger, acquisition, restructuring and write-off charges |  |                                       | 5,562   |                          
|Litigation settlement charges                            |  |                                       |        |                          
|                                                         |  |                                       |         |                          
|Operating income                                         |  |                                       | 108,671 |                          
|Other income and expense:                                |  |                                       |         |                          
|Investment income                                        |  |                                       | 14,553  |                          
|Interest expense                                         |  |                                       | 2,000   |                          
|Other income, net                                        |  |                                       | 11,689  |                          
|                                                         |  |                                       |         |                          
|Income before taxes and minority interest                |  |                                       | 132,913 |                          
|Income taxes                                             |  |                                       | 46,519  |                          
|                                                         |  |                                       |         |                          
|Income before minority interest                          |  |                                       | 86,394  |                          
|Minority interest in net income of subsidiary            |  |                                       | 278     |                          
|                                                         |  |                                       |         |                          
|Net income                                               |  | $                                     | 86,116  |                          
|                                                         |  |                                       |         |                          
|                                                         |  |                                       |         |                          
|Per share data:                                          |  |                                       |         |                          
|Basic earnings per share                                 |  | $                                     | 0.18    |                          
|                                                         |  |                                       |         |                          
|Diluted earnings per share                               |  | $                                     | 0.17    |                          
|                                                         |  |                                       |         |                          
|Average shares outstanding:                              |  |                                       |         |                          
|Basic shares                                             |  |                                       | 486,642 |                          
|                                                         |  |                                       |         |                          
|Diluted shares                                           |  |                                       | 498,162 |                          
|                                                         |  |                                       |         |                          





See Notes to Consolidated Financial Statements.





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##### Table of Contents

CONCORD EFS, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                            |  | Six months ended June 30, |          
|------------------------------------------------------------------------------------------- |  | ------------------------- | ---------
|                                                                                            |  | 2003                      |          
|                                                                                            |  | (in thousands)            |          
|Operating activities                                                                        |  |                           |          
|Net income                                                                                  |  | $                         | 163,833  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                           |          
|Minority interest in subsidiary                                                             |  |                           | 551      
|Provision for losses on receivables and loans                                               |  |                           | 1,224    
|Depreciation and amortization                                                               |  |                           | 53,753   
|Deferred income taxes                                                                       |  |                           | 826      
|Net realized gain on sales of securities available for sale                                 |  |                           | (13,073  
|Restructuring charges                                                                       |  |                           | 190      
|Changes in operating assets and liabilities:                                                |  |                           |          
|Settlement receivables and payables, net                                                    |  |                           | 325,552  
|Accounts receivable                                                                         |  |                           | 188      
|Inventories                                                                                 |  |                           | (2,536   
|Prepaid expenses and other assets                                                           |  |                           | (7,349   
|Accounts payable and other liabilities                                                      |  |                           | 15,624   
|Other, net                                                                                  |  |                           | 2,115    
|                                                                                            |  |                           |          
|Net cash provided by (used in) operating activities                                         |  |                           | 540,898  
|Investing activities                                                                        |  |                           |          
|Acquisition of securities available for sale                                                |  |                           | (458,060 
|Proceeds from sales of securities available for sale                                        |  |                           | 397,578  
|Proceeds from maturity of securities available for sale                                     |  |                           | 180,283  
|Purchases of loans                                                                          |  |                           |         
|Proceeds from sales of loans                                                                |  |                           | 263      
|Other net change in loans                                                                   |  |                           | 3,161    
|Acquisition of property and equipment                                                       |  |                           | (54,636  
|Purchase of merchant contracts                                                              |  |                           | (1,008   
|Business acquisitions, net                                                                  |  |                           |         
|Other investing activity                                                                    |  |                           |         
|                                                                                            |  |                           |          
|Net cash provided by investing activities                                                   |  |                           | 67,581   
|Financing activities                                                                        |  |                           |          
|Net decrease in deposits                                                                    |  |                           | (13,490  
|Proceeds from borrowings                                                                    |  |                           | 33,400   
|Payments on borrowings                                                                      |  |                           | (66,307  
|Proceeds from exercise of stock options                                                     |  |                           | 2,456    
|Payments on leases payable                                                                  |  |                           |         
|                                                                                            |  |                           |          
|Net cash provided by (used in) financing activities                                         |  |                           | (43,941  
|                                                                                            |  |                           |          
|Net increase in cash and cash equivalents                                                   |  |                           | 564,538  
|Cash and cash equivalents at beginning of year                                              |  |                           | 471,825  
|                                                                                            |  |                           |          
|Cash and cash equivalents at end of period                                                  |  | $                         | 1,036,363
|                                                                                            |  |                           |          



See Notes to
Consolidated Financial Statements.



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CONCORD EFS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note ASignificant Accounting Policies



Basis of Presentation:    The accompanying unaudited consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the six months
ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Concord EFS,
Inc. and Subsidiaries (Concord) annual report on Form 10-K filed March 27, 2003 for the year ended December 31, 2002.



Nature of Operations:    Concord, an electronic transaction processor, provides the technology and network systems that make
payments and other financial transactions faster, more efficient, and more secure than paper-based alternatives. As a vertically integrated service provider, Concord acquires, routes, authorizes, captures, and settles virtually all types of
electronic payment and deposit access transactions for financial institutions and merchants nationwide. Concords primary activities consist of Network Services, which provides automated teller machine (ATM) processing, debit card processing,
deposit risk management, and coast-to-coast debit network access principally for financial institutions, and Payment Services, which provides point of sale (POS) processing, settlement, and related services, with specialized systems focusing on
supermarkets, major retailers, gas stations, convenience stores, restaurants, and trucking companies.



Principles of Consolidation:    The consolidated financial statements include the accounts of Concord and its subsidiaries
after elimination of all material intercompany balances and transactions.



Business Combinations:    Transactions accounted for under the purchase method of accounting reflect the net assets of the acquired company at fair value on the date of acquisition, and the
excess of the purchase price over fair value of the assets is recorded as goodwill. The results of operations of the purchased company are included in the consolidated results since the date of acquisition. Stock issued in a purchase transaction is
valued at the average closing price of Concords stock for a period of a few days surrounding the announcement date of the purchase in accordance with the Financial Accounting Standard Boards (FASB) Emerging Issues Task Force (EITF) Issue
99-12.



Use of Estimates:    The
preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.



Revenue Recognition:    Revenue from credit card and other transaction processing activities is recorded when the service is provided. Network Services revenue is recorded gross of network
fees and net of interchange fees. Payment Services revenue is recorded gross of network and interchange fees. For both Network Services and Payment Services network fees represent amounts charged to Concord by the card associations and debit
networks and billed to its clients. In accordance with EITF 01-14, as discussed below, Concord recognizes these amounts as both a component of revenue and expense in its financial statements. Network Services interchange fees represent amounts paid
to Concord from the card associations as the card issuer processor and subsequently paid by Concord to the card issuer. In accordance with EITF 02-16, as discussed below, Network Services revenue excludes this interchange fee. In contrast, Payment
Services interchange fees are collected from



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CONCORD EFS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Concords merchant clients, not the card association or network vendor, and as a result is reported as both a component of revenue and expense. Payment
Services interchange fees amounted to $266.4 million and $200.5 million for the three months ended June 30, 2003 and 2002, respectively. Payment Services interchange fees amounted to $497.8 million and $360.4 million for the six months ended June
30, 2003 and 2002, respectively.



In January 2003 the EITF
reached a consensus on Issue 02-16, Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor (EITF 02-16). EITF 02-16 provides guidance on how a customer should account for cash consideration
received from a vendor. The transition provisions apply prospectively to arrangements entered into or modified subsequent to December 31, 2002 and would require all amounts received from vendors to be accounted for as a reduction of the cost of the
products or services purchased unless certain criteria are met. Concord elected to early adopt the provisions of EITF 02-16 in the fourth quarter of 2002.



The application of EITF 02-16 resulted in a change in presentation of interchange fees received by Concord from card associations relating to signature
debit card transactions processed by its Network Services segment. The interchange fee received reimburses Concord for similar amounts paid to signature debit card issuing financial institutions processed by its Network Services segment. These
amounts received are presented as a reduction of segment cost of operations, which offset the amounts paid. Prior to the adoption of EITF 02-16, interchange received on signature debit card transactions was included in segment revenue. Prior interim
periods presented herein have been reclassified to conform to this change. The adoption of EITF 02-16 had no effect on reported operating income, net income or cash flows for any periods presented.



In January 2002 the EITF reached a consensus on Issue 01-14, Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred (EITF 01-14). EITF 01-14 concluded that reimbursements received for out-of-pocket expenses incurred should be characterized as revenue in the
income statement. Concord adopted EITF 01-14 effective January 1, 2002. The adoption of EITF 01-14 had no material effect on Concord, as substantially all reimbursements governed by EITF 01-14 were previously reported in revenue. These expenses
(certain telecommunications expenses and network fees) are billed to the customer separately or as part of a bundled rate including other Concord services.



Revenue from service contracts and product sales is recognized when the service is provided or the equipment is shipped. Service contracts and related
sales include all revenue under system service contracts, including revenue from sales of terminal hardware when the contract includes such sales.



Revenue from most Payment Services customers is collected daily from settlement funds due to Concords merchants or through an automated debit to the
customers account in the next month. Transaction revenue from Network Services customers is recorded as a receivable at month end and collected through a debit to the customers account during the next month. In addition, Concord records
an account receivable when revenue is recognized from sales of POS equipment to Payment Services customers.



Accounts and Settlement Receivables:    Concord may incur losses from cardholder disputes in the case of merchant insolvency or
bankruptcy for the full amount of the cardholder transaction. Based on historical losses, Concord believes its allowance for doubtful accounts is adequate. The allowance for doubtful accounts is established as losses are estimated to have occurred
through a provision for bad debts charged to earnings. Losses are charged against the allowance when management confirms that a receivable balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance.



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CONCORD EFS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Cash Equivalents:    Concord considers all highly liquid investments with
a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of federal funds sold through Concords financial institution subsidiary and money market funds that invest in commercial paper, repurchase
agreements, and instruments of domestic and foreign banks and other financial institutions.



Securities Available for Sale:    Management determines the appropriate classification of debt securities at the time of purchase and evaluates such designation as of each balance sheet
date. Securities available for sale are stated at fair value, with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income in stockholders equity. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage-backed securities, over the estimated life of the security. Such amortization, interest, and dividends are included in investment income. The
cost of securities sold is based on the specific identification method.



Inventories:    Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consist of POS terminals and related equipment. Concord periodically reviews its inventories for
obsolescence and slow-moving items.



Property and
Equipment:    Property and equipment are stated at cost. Costs associated with internally developed software are capitalized once technological feasibility of the software has been established. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets.



Goodwill and Other Intangible Assets:    Goodwill and other intangible assets are stated at cost. Concord adopted Statement of Financial Accounting Standards 142, Goodwill and Other Intangible Assets
(SFAS 142), effective January 1, 2002. SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires that these assets be reviewed for impairment at least annually. Intangible assets with finite
useful lives will continue to be amortized over their estimated useful lives. Prior to the adoption of SFAS 142, amortization was computed using the straight-line method over an estimated useful life of 10 to 25 years for goodwill. The amortization
of intangibles other than purchased merchant contracts, such as customer lists and trade names, is computed using the straight-line method over an estimated useful life of 5 to 15 years. Individual purchased merchant contracts are written off if the
merchant has terminated its processing relationship. The remaining contracts are amortized using the straight-line method over an estimated useful life of nine years.



Other Assets:    Other assets, net of accumulated amortization, include $49.8 million as of June
30, 2003 and $29.9 million as of December 31, 2002 for capitalized payments made to customers, which are amortized over the life of the customer contract and are recoverable on a pro-rata basis upon early termination. These payments represent
reimbursement of customer costs to convert to Concords systems and contract renewal payments.



Impairment of Long-Lived Assets:    In accordance with Statement of Financial Accounting Standards 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, effective January 1, 2002, long-lived assets are reviewed for impairment on an annual basis and whenever events indicate that their carrying amount may not be recoverable. In such reviews,
estimated undiscounted future cash flows associated with these assets or operations are compared with their carrying value to determine if a write-down to fair value, normally measured by discounting estimated future cash flows, is required.



Income Taxes:    Concord accounts
for income taxes using the liability method.



Stock-Based
Compensation:    Concord grants options to employees and directors for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of the grant. These stock option



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CONCORD EFS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



grants are accounted for in accordance with Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees (APB 25);
accordingly, Concord recognizes no compensation expense for the stock option grants.



The following table presents information regarding Concords use of the intrinsic value method under APB 25 of accounting for stock-based compensation and states pro forma net income and earnings per share, as
required by SFAS 123, Accounting for Stock-Based Compensation, as if Concord had accounted for its stock options under the fair value method of that statement for the periods indicated (in thousands, except per share data):



|                                                                                                                                                                                 |  | Three months endedJune 30, |        | Six months endedJune 30,
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------
|                                                                                                                                                                                 |  | 2003                       |        | 2002                    
|Net income as reported                                                                                                                                                           |  | $                          | 86,116 |                         
|Basic earnings per share as reported                                                                                                                                             |  | $                          | 0.18   |                         
|Diluted earnings per share as reported                                                                                                                                           |  | $                          | 0.17   |                         
|Stock-based compensation cost, net of tax, included in the determination of net income as reported                                                                               |  |                            |       |                         
|Stock-based compensation cost, net of tax, that would have been included in the determination of net income if the fair value
method had been applied to all stock option grants |  | $                          | 10,685 |                         
|Pro forma net income                                                                                                                                                             |  | $                          | 75,431 |                         
|Pro forma basic earnings per share                                                                                                                                               |  | $                          | 0.16   |                         
|Pro forma diluted earnings per share                                                                                                                                             |  | $                          | 0.15   |                         



Recent
Pronouncements:    In July 2002 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS
146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue 94-3. The principal difference between SFAS 146 and Issue 94-3 relates to SFAS 146s requirements for recognition of
a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit
cost as generally defined in Issue 94-3 was recognized at the date of an entitys commitment to an exit plan. The FASB concluded in SFAS 146 that an entitys commitment to a plan, by itself, does not create an obligation that meets the
definition of a liability. Therefore, SFAS 146 eliminates the definition and requirements for recognition of exit costs in Issue 94-3. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. The
provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of this statement may affect the timing of the recognition of exit costs, if any, in future periods.



In October 2002 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards 147, Acquisitions of Certain Financial Institutions (SFAS 147). SFAS 147 addresses the financial accounting and reporting for the acquisition of all or part of a financial institution and is effective for
any such activities initiated after October 1, 2002. The adoption of this statement is not anticipated to have a material effect on Concords financial statements.



In November 2002 the Financial Accounting Standards Board issued FASB Interpretation 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of



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CONCORD EFS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Others (FIN 45). FIN 45 elaborates on the disclosures that must be made by a guarantor in its interim and annual financial statements about its
obligations under certain guarantees. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The disclosure requirements of
FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002, and its recognition requirements are applicable for guarantees issued or modified after December 31, 2002. The adoption of this interpretation
did not have a material effect on Concords financial statements.



In December 2002 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 148, Accounting for Stock-Based CompensationTransition and Disclosure (SFAS 148). SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of transition to SFAS 123s fair value method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provisions of SFAS 123
and APB 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entitys accounting policy with respect to stock-based employee compensation on reported net
income and earnings per share in annual and interim financial statements. While SFAS 148 does not amend SFAS 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of SFAS 148 are
applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of SFAS 123 or the intrinsic value method of APB 25. Concord intends to continue to account for
stock options under the provisions of APB 25.



In January 2003
the Financial Accounting Standards Board issued FASB Interpretation 46, Consolidation of Variable Interest Entities (FIN 46). In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. The
consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003.
Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003 regardless of when the variable interest entity was established. Concord does not anticipate that the consolidation provisions of FIN 46 will have
a material effect on its financial statements.



Reclassification:    Certain 2002 amounts have been reclassified to conform to the 2003 presentation.



Note BBusiness Combinations and Merger, Acquisition, Restructuring and Write-Off Charges



On April 1, 2003 First Data Corporation (First Data) and Concord entered into a definitive agreement to merge in an
all-stock transaction. Upon completion of the transaction, the combined company is expected to have approximately $10.0 billion in annual revenues with more than 31,000 employees worldwide.



First Data will exchange 0.40 First Data common shares for every Concord
common share. Upon completion of the transaction, based on the current shares outstanding, Concord stockholders are expected to own approximately 21% of the outstanding shares of First Data. The transaction is subject to approval by stockholders of
Concord and First Data, various regulatory approvals and other customary closing conditions.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Professional fees of $6.1 million and $8.9 million related to the First Data merger were recorded
during the three months and six months ended June 30, 2003, respectively, and are included in merger, acquisition, restructuring and write-off charges.



On May 17, 2002 Concord acquired Core Data Resources, Inc. (n/k/a Concord Processing, LP), an electronic transaction processor. Core Datas ATM
processing services are designed specifically for retailers and independent sales organizations and complement Concords existing ATM driving and monitoring services. The acquisition, for which Concord issued approximately 2.0 million shares of
its common stock valued at $64.9 million, was accounted for as a purchase transaction and is immaterial to Concords results of operations. The allocation of the purchase price was based on a valuation study completed in the fourth quarter of
2002.



On March 1, 2002 Concord acquired The Logix Companies,
LLC, an electronic transaction processor. Logix technology supplies new features to Concords check conversion and risk management services, and the Logix ATM driving business serves independent sales organizations. The acquisition, for which
Concord issued approximately 0.9 million shares of its common stock valued at $28.8 million and paid approximately $6.3 million in cash, was accounted for as a purchase transaction and is immaterial to Concords results of operations. The
allocation of the purchase price was based on a valuation study completed in the fourth quarter of 2002.



On January 1, 2002 Concord acquired H & F Services, Inc., an independent sales organization, for $8.9 million in cash. Prior to the acquisition,
Concord had purchased merchant contracts from H & F Services. The acquisition was intended to establish control over this sales channel with product, pricing, compensation, and productivity initiatives. The acquisition was accounted for as a
purchase transaction and is immaterial to Concords financial statements. The H & F Services stock purchase agreement contains deferred purchase price payments through 2007 subject to the terms and conditions contained therein. As of June
30, 2003, the deferred payments amounted to $3.1 million.



During the second quarter of 2002, management approved a plan in conjunction with the Core Data acquisition and continued consolidation initiatives to improve overall operating efficiencies. Merger, acquisition, restructuring and write-off
charges relating to the second quarter 2002 plan were $27.9 million. The charge consisted of $16.2 million for contract terminations, $3.8 million for exiting a non-strategic business, $0.6 million for closing and consolidating certain facilities,
and $0.9 million for compensation and severance. In addition, the charge included stock compensation charges of $4.8 million related to the modification of stock options of terminated employees and asset impairment charges of $1.6 million recorded
as an adjustment to the write-off of non-performing purchased merchant contracts. In connection with the plan, Concord eliminated 24 positions as of June 30, 2003. Compensation and severance costs paid and charged against the restructuring charge
accrual were $0.3 million through June 30, 2003. As of June 30, 2003, $0.7 million of the charges were accrued but unpaid. Concord substantially completed the plan by June 30, 2003.



The following table presents a summary of current year activity through June 30, 2003 related to the second quarter 2002
restructuring charge accrual (in thousands):



|Balance, December 31, 2002                       |  | $ | 3,876  |  
|------------------------------------------------ |  | - | ------ | -
|Changes in estimate                              |  |   | (414   | )
|Cash outlays                                     |  |   | (2,608 | )
|Non-cash writedowns and chargesasset impairment |  |   | (190   | )
|                                                 |  |   |        |  
|Balance, June 30, 2003                           |  | $ | 664    |  
|                                                 |  |   |        |  



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The following table presents a summary of the remaining components related to the second quarter 2002
restructuring charge accrual (in thousands):



|Non-strategic business closures      |  | $ | 50 
|------------------------------------ |  | - | ---
|Facility closings and consolidations |  |   | 50 
|Compensation and severance           |  |   | 564
|                                     |  |   |    
|Balance, June 30, 2003               |  | $ | 664
|                                     |  |   |    



During the first
quarter of 2002, management approved a corporate consolidation plan initiated to continue improvements in overall operating efficiency and integrate recent acquisitions. Merger, acquisition, restructuring and write-off charges relating to the first
quarter 2002 plan were $46.1 million. The charge consisted of $7.2 million for closing and consolidating certain facilities, $5.5 million for compensation and severance, and $3.0 million for exiting non-strategic businesses. In addition, asset
impairment charges of $22.5 million were incurred for the write-off of non-performing purchased merchant contracts identified in the first quarter of 2002 and $7.9 million was incurred for the write-off of capitalized software and computer and
communications equipment no longer in use. In connection with the plan, Concord eliminated approximately 165 positions as of March 31, 2003. Compensation and severance costs paid and charged against the restructuring charge accrual were $5.4 million
through June 30, 2003. As of June 30, 2003, $3.9 million of the charges were accrued but unpaid. Concord substantially completed the consolidation plan by March 31, 2003.



The following table presents a summary of current year activity through June 30, 2003 related to the first quarter 2002
restructuring charge accrual (in thousands):



|Balance, December 31, 2002 |  | $ | 6,852  |  
|-------------------------- |  | - | ------ | -
|Changes in estimate        |  |   | (563   | )
|Cash outlays               |  |   | (2,405 | )
|                           |  |   |        |  
|Balance, June 30, 2003     |  | $ | 3,884  |  
|                           |  |   |        |  



The following table
presents a summary of the remaining components related to the first quarter 2002 restructuring charge accrual (in thousands):



|Facility closings and consolidations (lease obligations) |  | $ | 3,764
|-------------------------------------------------------- |  | - | -----
|Compensation and severance                               |  |   | 102  
|Non-strategic business closures                          |  |   | 18   
|                                                         |  |   |      
|Balance, June 30, 2003                                   |  | $ | 3,884
|                                                         |  |   |      



Note CGoodwill and Other
Intangible Assets



The following table presents changes to
unamortized goodwill by Concords reporting units (in thousands):



|                           |  | NetworkServices |         | PaymentServices |   |        | Total | 
|-------------------------- |  | --------------- | ------- | --------------- | - | ------ | ----- | 
|Balance, December 31, 2002 |  | $               | 193,943 |                 | $ | 71,517 |       | 
|Purchase price adjustment  |  |                 |        |                 |   | (420   | )     | 
|                           |  |                 |         |                 |   |        |       | 
|Balance, June 30, 2003     |  | $               | 193,943 |                 | $ | 71,097 |       | 
|                           |  |                 |         |                 |   |        |       | 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The purchase price adjustment represents the reversal of estimated accrued liabilities in connection
with the acquisition of H & F Services.



Note DComprehensive
Income



Total comprehensive income was $83.7 million and
$79.5 million for the three months ended June 30, 2003 and 2002, respectively. Total comprehensive income was $158.7 million and $128.9 million for the six months ended June 30, 2003 and 2002, respectively. Comprehensive income includes net income
and the change in the unrealized gain or loss on securities available for sale arising during the period.



Note ECommitments and Contingencies



During the second quarter of 2003, Concord entered into amended and restated agreements for the financing, construction and leasing of a new corporate headquarters in Memphis, Tennessee. These agreements amend the
previous agreements entered into during the third quarter of 2002 for the Memphis facility to include leasing existing facilities in Wilmington, Delaware, and Marietta, Georgia that were covered under other leasing agreements. The agreements qualify
for operating lease accounting treatment under Statement of Financial Accounting Standards 13, Accounting For Leases, and, as such, the related assets and obligations are not recorded on Concords balance sheet. Upon completion of
construction of the Memphis facility, which is expected in the fourth quarter of 2003, rent payments will begin and will be expensed in Concords statements of income. The minimum lease payments under these agreements are not material to
Concord. The following table summarizes certain aspects of these agreements:



|PropertyLocation |  | LeaseExpiration |  | Renewal Optionat Expiration |  | Value Guaranteedat Expiration |  | Total CostFinanced
|---------------- |  | --------------- |  | --------------------------- |  | ----------------------------- |  | ------------------
|Wilmington, DE   |  | Jan 2010        |  | One five-year term          |  | $12.5 million                 |  | $15.0 million     
|Marietta, GA     |  | Jan 2010        |  | One five-year term          |  | $16.7 million                 |  | $20.0 million     
|Memphis, TN      |  | Jan 2010        |  | One five-year term          |  | $45.9 million                 |  | $55.0 million     



The renewals,
including economic terms of the leases during the renewal term, are subject to the consent of the lessor and lenders. In addition to the renewal option, Concord also has the option of purchasing the related property for the lease balance or
remarketing the property for the lessor at the end of the initial and any renewal term. Concord has guaranteed the value realizable from the sale of the property at the end of the lease term as indicated in the table above. Should Concord elect to
market the property for the lessor at the end of the lease term, Concord would be responsible for the difference in the sale proceeds and the value guaranteed above. As of June 30, 2003, the fair value of the guarantee of $1.5 million was recorded
as other assets and other liabilities on Concords balance sheet and will be amortized using the straight-line method over the lease term. Based on current market conditions, Concord does not expect to be required to make payments under these
residual value guarantees.



Concord is actively pursuing the
renewal of its most significant Network Services customer contracts that would, if not renewed, terminate on December 31, 2004. These contracts accounted in 2002 for less than $100.0 million in revenue. There can be no assurance that such customer
contracts will be renewed. Concord may be required to make material expenditures in order to secure the renewals. As negotiations of most of the renewals are in the early stages, Concord cannot currently predict the amount, if any, of such
expenditures.



In the agreement and plan of merger with First
Data, Concord is obligated to pay a termination fee of $210.0 million under certain terms and conditions in the event the agreement is terminated.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Concord and certain of its current and former directors and officers have been named as defendants in
a purported securities fraud class action lawsuit and two stockholder derivative actions which were filed in September 2002 in the United States District Court for the Western District of Tennessee and in the Circuit Court for the Thirtieth Judicial
District at Memphis. The lawsuits raise allegations relating to Concords financial performance between March 2001 and September 2002, changes in the price of Concords common stock during that time, alleged failures to disclose material
facts, and alleged insider trading and breaches of fiduciary duties by certain officers and certain directors. On April 21, 2003 the plaintiffs in the Tennessee state court derivative action filed a consolidated complaint which adds allegations that
the defendants arranged the proposed merger with First Data at a below market price in return for indemnification against alleged prior wrong doing and for other benefits to them personally. The lawsuits seek unspecified compensatory and punitive
damages, attorneys fees, and other relief. In addition, the Tennessee state court derivative action seeks an injunction against the proposed merger. Although these matters are in the preliminary stages, Concord believes that the claims against
it and its directors and officers are without merit and intends to vigorously defend against all claims. Any losses incurred by Concord in connection with this litigation may be covered in part by Concords directors and officers
liability insurance.



On April 1, 2003 Concord filed a motion
to dismiss the consolidated amended complaint filed in the shareholder derivative litigation pending in the United States District Court for the Western District of Tennessee. This motion was fully briefed as of May 30, 2003, but has yet to be ruled
on by the court.



On May 2, 2003 Concord filed a motion to
dismiss the consolidated amended complaint filed by the lead plaintiffs in the purported securities fraud class action pending in the United States District Court for the Western District of Tennessee. This motion was fully briefed as of June 25,
2003, but has yet to be ruled on by the court.



On June 20,
2003 Concord filed a motion to dismiss the consolidated complaint filed in the shareholder derivative litigation pending in Tennessee state court. This motion has yet to be ruled on by the court.



On or about April 3 and 4, 2003 two purported class action complaints were
filed in the Circuit Court of Tennessee for the Thirtieth Judicial District at Memphis. The defendants in these actions are certain of Concords current and former officers and directors. The complaints generally allege breaches of the
defendants duty of loyalty and due care in connection with the defendants alleged attempt to sell Concord without maximizing the value to shareholders in order to advance the defendants alleged individual interests in obtaining
indemnification agreements related to the securities and other derivative litigation discussed above. The complaints seek class certification, injunctive relief directing the defendants conduct in connection with an alleged sale or auction of
Concord, reasonable attorneys fees, experts fees and other costs and relief the court deems just and proper. These complaints were consolidated into one action and transferred to the division of the Shelby County Circuit Court in which
the Tennessee consolidated state-court derivative action is pending. Although these matters are in the preliminary stages, Concord believes that the claims against its officers and directors are without merit and intends to vigorously contest these
claims.



On or about April 2, 2003 a purported class action
complaint was filed in the Chancery Court for Shelby County, Tennessee. The defendants are Concord, certain of its current and former officers and directors, and First Data. The complaint contains allegations regarding the individual
defendants alleged insider trading and alleged violations of securities and other laws and asserts that this alleged misconduct reduced the consideration offered to Concords shareholders in the proposed merger between Concord and First
Data. The complaint seeks class certification, attorneys fees, expert fees, costs and other relief the court deems just and proper. The complaint seeks an order enjoining consummation of the merger, rescinding the merger if it is consummated
and setting it



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(Unaudited)



aside or awarding rescissory damages to members of the putative class, and directing the defendants to account to the putative class members for unspecified
damages. On June 25, 2003 this complaint was transferred to the Shelby County Circuit Court in which the now consolidated class actions filed April 3 and 4 are pending. This complaint is proceeding as a separate complaint from that consolidated
complaint but has been consolidated with that complaint for pre-trial purposes. Although this matter is in the preliminary stages, Concord believes that the claims are without merit and intends to vigorously contest these claims.



On April 1, 2003 First Data and Concord entered into a definitive agreement
to merge in an all-stock transaction. The transaction is subject to regulatory approval by the Antitrust Division of the Department of Justice and certain state Attorneys General. These agencies are investigating the transaction for possible
antitrust concerns. The Department of Justice issued a Request for Additional Information and Documentary Materials to Concord on June 12, 2003. Concord is endeavoring to comply with that request as quickly as possible. First Data and Concord may be
unable to obtain the regulatory approvals required to complete the merger or, in order to do so, the combined company may be required to comply with material restrictions or conditions.



Although Concord anticipates that antitrust regulatory clearance will be achieved within the second half of this year,
delay, denial or condition of such clearance could result in loss or disadvantage to Concord.



In June 2002 Concord EFS National Bank, Concord, and John Doe Corporations were named as defendants in a purported class action lawsuit filed in the United States District Court for the Western District of Tennessee.
The plaintiffs allege that Concord changed fees and charges without providing the requisite notice, charged merchants for transactions that never occurred, and failed to route payments in accordance with the plaintiffs instructions. The
plaintiffs allege fraud, breach of contract, conversion, and causes of action under the Tennessee Consumer Protection Act and the Racketeer Influenced and Corrupt Organizations Act (RICO). The class plaintiffs seek to certify consists of all
merchant customers of Concord EFS National Bank, Concord, or John Doe Corporations, who were subject to charges that were not fully disclosed on their statements, charges for transactions which the merchant never undertook, and/or charges in excess
of the amount agreed upon in their contracts. The lawsuit seeks unspecified compensatory and punitive damages, attorneys fees, and other relief. Concord has moved to dismiss all claims, but the court has not yet ruled on the motion. Although
this matter is in the preliminary stages, Concord believes that the claims against it are without merit and intends to vigorously defend against all claims.



In November 2002 Concord EFS National Bank was named one of several defendants in a lawsuit in the Superior Court of California, County of Santa Clara.
The plaintiff makes several allegations, including breach of contract, fraud and negligent misrepresentation arising out of business transactions between the plaintiff and Purchase Plus Buyers Group, an entity which formerly processed credit card
transactions through Concord EFS National Bank. This lawsuit, for which Concord EFS National Bank was recently served, seeks compensatory damages in the amount of $55,000 and punitive damages in the amount of $195.0 million. Although this matter is
in the very preliminary stages, Concord believes that the claims are without merit and intends to vigorously contest these claims.



In September 2002 Concord was named as a defendant in a purported class action lawsuit filed in New Jersey state court. The plaintiff alleges that Concord
wrongfully allowed and facilitated surcharges on electronic benefits transfer (EBT) withdrawals at ATMs within its network. The plaintiffs four original claims were for violation of N.J.S.A. 44:10-75(c) (which concerns New Jerseys EBT
program), violation of New Jerseys Consumer Fraud Act, negligence, and breach of contract (as an alleged third-party beneficiary). The plaintiff seeks certification of a class consisting of all New Jersey public assistance recipients
participating in the New



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Jersey EBT program who, since March 24, 1997, withdrew their cash benefits from ATMs serviced and processed by Concord and incurred a surcharge per EBT
withdrawal. The lawsuit seeks unspecified compensatory and punitive damages, attorneys fees, and injunctive and other relief.



Concord moved to dismiss all four claims. At a hearing on March 7, 2003, the court found that the claim for violation of N.J.S.A. 44:10-75(c) should be
dismissed with prejudice and that the claims for violation of New Jerseys Consumer Fraud Act and for breach of contract should be dismissed without prejudice, but the court denied Concords motion to dismiss as to the negligence claim. On
April 6, 2003 an Amended Complaint was filed alleging violation of New Jerseys Consumer Fraud Act and negligence and seeking unspecified compensatory and punitive damages, attorneys fees, and injunctive and other relief. Although this
matter is in the preliminary stages, Concord believes that the claims against it are without merit and intends to vigorously defend against all claims.



In October 1996 Commonwealth Savings Bank (Commonwealth) filed a lawsuit against CoreStates Financial Corp. (CoreStates) in the Court of Common Pleas of
Chester County, Pennsylvania. On August 6, 1997 Commonwealth added MONEY ACCESS SERVICE INC. (MASI), a Concord subsidiary, as a defendant therein, alleging that MASI is liable to Commonwealth for an amount in excess of $3.6 million based on claims
arising out of alleged errors in the conversion of certain Meridian Bank branches to the MAC network and MASI processing at the time the branches were acquired by Commonwealth from CoreStates and CoreStates affiliates. Discovery is complete.
The court has struck various reports and portions of reports submitted by Commonwealths damages experts. At a deposition in March 2000, Commonwealths expert testified to a damages calculation of $4.2 million. On November 15, 2002
CoreStates and MASI filed motions for partial summary judgment on all but a small part of Commonwealths remaining claim, which were denied on April 15, 2003. This case has been set for trial in February 2004. Concord believes that the claims
against it are without merit and intends to continue to vigorously defend against all claims.



Concord is also a party to various routine lawsuits arising out of the conduct of its business, none of which is expected to have a material adverse
effect upon Concords financial condition or results of operations.



Note FStockholders Equity



During
the third and fourth quarters of 2002, Concords Board of Directors approved the repurchase of up to $500.0 million of its common stock. On July 29, 2003 Concord announced that its Board of Directors approved the repurchase of an additional
$200.0 million of its common stock. Under the repurchase plan, Concord may buy back shares of its outstanding stock from time to time either on the open market or through privately negotiated transactions. The Boards approvals bring the total
potential repurchase to $700.0 million. As of June 30, 2003, a total of 26.9 million shares at an aggregate cost of $393.5 million had been purchased and retired pursuant to the repurchase plan since the plan was initiated. All repurchases were made
in the third and fourth quarters of 2002 in the open market without the use of any derivative instruments. Due to the imposition of a blackout period during and following the negotiation and execution of the merger agreement with First Data, there
were no shares repurchased during the six months ended June 30, 2003. Concord immediately retires its common stock when purchased. Upon retirement, Concord reduces retained earnings for the excess of purchase price over par value.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Note GEarnings Per Share



The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in
thousands, except per share data):



|                                                                                            |  | Three months endedJune 30, |         | Six months endedJune 30,
|------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------
|                                                                                            |  | 2003                       |         | 2002                    
|Numerator:                                                                                  |  |                            |         |                         
|Net income                                                                                  |  | $                          | 86,116  |                         
|                                                                                            |  |                            |         |                         
|Denominator:                                                                                |  |                            |         |                         
|Denominator for basic earnings per share, weighted-average shares                           |  |                            | 486,642 |                         
|Effect of dilutive stock options                                                            |  |                            | 11,520  |                         
|                                                                                            |  |                            |         |                         
|Denominator for diluted earnings per share, weighted-average shares and assumed conversions |  |                            | 498,162 |                         
|                                                                                            |  |                            |         |                         
|Basic earnings per share                                                                    |  | $                          | 0.18    |                         
|                                                                                            |  |                            |         |                         
|Diluted earnings per share                                                                  |  | $                          | 0.17    |                         
|                                                                                            |  |                            |         |                         



The number of
anti-dilutive stock options not included above was 14,720,501 shares and 7,043,500 shares for the three months ended June 30, 2003 and 2002, respectively. The number of anti-dilutive stock options not included above was 16,768,173 shares and
6,790,750 shares for the six months ended June 30, 2003, and 2002, respectively.



Note HOperations by Business Segment



Concord has two reportable segments: Network Services and Payment Services.



Network Services revenue consists of access and switching fees for network access, processing fees for driving and monitoring ATMs, and processing fees for managing debit card records, plus network fees charged to
Concord by other networks and billed to its customers.



Revenue
from Payment Services includes discount fees charged to merchants, which are a percentage of the dollar amount of each credit card or signature debit card transaction Concord processes, as well as a flat fee per transaction. These discount and flat
fees constitute a bundled rate for the transaction authorization, processing, settlement, and funds transfer services Concord provides, plus the interchange fees charged to Concord by the card associations. Payment Services revenue also includes
fees for debit card and EBT card transactions, check verification and authorization services, and sales of POS terminals from inventory. Debit card and EBT card transactions are similar to credit card transactions in that the bundled fee Concord
charges to a merchant includes the transaction authorization, processing, settlement, and funds transfer services Concord provides, plus the interchange and network fees charged to Concord by the debit networks.



Concord evaluates performance and allocates resources based on profit or loss
from operations. Items classified as Other include amounts not identifiable with the two reported segments described above. The accounting policies of the reportable segments are the same as those described in Note
ASignificant Accounting Policies.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Concords reportable segments are business units that are managed separately because they offer
distinct products for different end users. No single customer of Concord accounts for a material portion of Concords revenue.



As previously disclosed, Concord had expected to organize a new segment during the 2003 fiscal year. The new Risk Management Services segment would
provide software, information, and analysis to financial institutions, retailers, government service providers, and other businesses to assist in fraud prevention and reduction. In part as a result of Concords recently announced agreement and
plan of merger with First Data, it has not yet determined when Concord will organize a Risk Management Services segment.



Business segment information for the three months and six months ended June 30, 2003 and 2002 is presented as follows (in thousands):



|                                                         |  | Three months ended June 30, 2003
|-------------------------------------------------------- |  | --------------------------------
|                                                         |  | NetworkServices                 
|Revenue                                                  |  | $                               
|Cost of operations                                       |  |                                 
|Selling, general and administrative expenses             |  |                                 
|Merger, acquisition, restructuring and write-off charges |  |                                 
|Litigation settlement charges                            |  |                                 
|Investment income                                        |  |                                 
|Interest expense                                         |  |                                 
|Other income, net                                        |  |                                 
|Income taxes                                             |  |                                 
|Minority interest in subsidiary                          |  |                                 
|                                                         |  |                                 
|Net income (loss)                                        |  | $                               
|                                                         |  |                                 



|                                                         |  | Three months ended June 30, 2002
|-------------------------------------------------------- |  | --------------------------------
|                                                         |  | NetworkServices                 
|Revenue                                                  |  | $                               
|Cost of operations                                       |  |                                 
|Selling, general and administrative expenses             |  |                                 
|Merger, acquisition, restructuring and write-off charges |  |                                 
|Litigation settlement charges                            |  |                                 
|Investment income                                        |  |                                 
|Interest expense                                         |  |                                 
|Other income, net                                        |  |                                 
|Income taxes                                             |  |                                 
|Minority interest in subsidiary                          |  |                                 
|                                                         |  |                                 
|Net income (loss)                                        |  | $                               
|                                                         |  |                                 



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|                                                         |  | Six months ended June 30, 2003
|-------------------------------------------------------- |  | ------------------------------
|                                                         |  | NetworkServices               
|Revenue                                                  |  | $                             
|Cost of operations                                       |  |                               
|Selling, general and administrative expenses             |  |                               
|Merger, acquisition, restructuring and write-off charges |  |                               
|Litigation settlement charges                            |  |                               
|Investment income                                        |  |                               
|Interest expense                                         |  |                               
|Other income, net                                        |  |                               
|Income taxes                                             |  |                               
|Minority interest in subsidiary                          |  |                               
|                                                         |  |                               
|Net income (loss)                                        |  | $                             
|                                                         |  |                               



|                                                         |  | Six months ended June 30, 2002
|-------------------------------------------------------- |  | ------------------------------
|                                                         |  | NetworkServices               
|Revenue                                                  |  | $                             
|Cost of operations                                       |  |                               
|Selling, general and administrative expenses             |  |                               
|Merger, acquisition, restructuring and write-off charges |  |                               
|Litigation settlement charges                            |  |                               
|Investment income                                        |  |                               
|Interest expense                                         |  |                               
|Other income, net                                        |  |                               
|Income taxes                                             |  |                               
|Minority interest in subsidiary                          |  |                               
|                                                         |  |                               
|Net income (loss)                                        |  | $                             
|                                                         |  |                               



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CONCORD EFS, INC. AND SUBSIDIARIES



MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Item 2.    Managements Discussion and Analysis of Financial
Condition and Results of Operations



You should read the
following discussion together with our consolidated financial statements and the notes to those financial statements, which are included in this report. This report 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 of the statement or, with respect to any document incorporated by reference, available at the time that such document was prepared. 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, intent, 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, including those set forth
below, which may cause our actual results, 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, performance, or
achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements include, but are not limited to: (i) the failure to successfully execute our corporate consolidation plans, (ii)
the loss of key personnel or inability to attract additional qualified personnel, (iii) the loss of key customers or renewal of customer contracts on less favorable terms, (iv) increasing competition and its effect on our margins, (v) changes in
card association rules and practices, (vi) the inability to remain current with rapid technological change, (vii) risks related to acquisitions, (viii) the imposition of additional state taxes, (ix) continued consolidation in the banking and retail
industries, (x) business cycles and the credit risk of our merchant customers, (xi) the outcome of litigation involving VISA and MasterCard, (xii) utility and system interruptions or processing errors, (xiii) information theft, (xiv) susceptibility
to merchant fraud and credit and fraud risk of entities we sponsor into networks, (xv) changes in card association fees or products, (xvi) automated teller machine market saturation or restrictions on surcharging, (xvii) rules and regulations
governing financial institutions and other networks and changes in such rules and regulations, (xviii) the timing and extent of changes in interest rates, (xix) volatility of the price of our common stock, (xx) litigation risks, and (xxi) the
receipt of regulatory and shareholder approvals required for the planned merger with First Data Corporation, as well as the timing of the anticipated completion and possible conditions of the planned merger and their consequences.



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. See the cautionary statements included as Exhibit 99.1 to this quarterly report on Form 10-Q for a more
detailed discussion of certain of the factors that could cause our actual results to differ materially from those included in the forward-looking statements.



Overview



Concord EFS, Inc. (Concord), an electronic transaction processor, provides the technology and network systems that make payments and other financial
transactions faster, more efficient, and more secure than paper-based alternatives. As a vertically integrated service provider, we acquire, route, authorize, capture, and settle virtually all types of electronic payment and deposit access
transactions for financial institutions and merchants nationwide.



On April 1, 2003 First Data Corporation (First Data) and Concord entered into a definitive agreement to merge in an all-stock transaction. Upon completion of the transaction, the combined company is expected to have approximately $10.0
billion in annual revenues with more than 31,000 employees worldwide.



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



First Data will exchange 0.40 First Data common shares for every Concord common share. Upon
completion of the transaction, based on the current shares outstanding, Concord stockholders are expected to own approximately 21% of the outstanding shares of First Data. The transaction is subject to approval by stockholders of Concord and First
Data, various regulatory approvals and other customary closing conditions.



We organize our business into two segments based upon the different products and services that we offer to the different industries we serve. Our reportable business segments are Network Services, which provides
automated teller machine (ATM) processing, debit card processing, deposit risk management, and coast-to-coast debit network access principally for financial institutions, and Payment Services, which provides point of sale (POS) processing,
settlement, and related services, with specialized systems focusing on supermarkets, major retailers, gas stations, convenience stores, restaurants, and trucking companies.



Network Services



Network Services provides the systems and processing that allow financial institutions to offer their customers access to their deposit accounts at ATMs
and POS locations. Our network access services include transaction switching and settlement, plus related support services to our customers. We operate the network switch for the combined STARsm, MAC®, and Cash Station® debit networks that connects over 1.2 million ATMs and POS locations that accept debit cards issued by our member financial institutions. In addition, we provide ATM processing and
monitoring, transaction routing and authorization via credit card associations and debit networks, deposit risk management, and card management, authorization, and fraud protection for PIN-secured debit and signature debit cards.



We are actively pursuing the renewal of our most significant Network Services
customer contracts that would, if not renewed, terminate on December 31, 2004. These contracts accounted in 2002 for less than $100.0 million in revenue. There can be no assurance that such customer contracts will be renewed. We may be required to
make material expenditures in order to secure the renewals. As negotiations of most of the renewals are in the early stages, we cannot currently predict the amount, if any, of such expenditures.



Payment Services



Payment Services provides the systems and processing that allow retail clients to accept virtually any type of electronic
payment, including all card typescredit, debit, electronic benefits transfer (EBT), prepaid, and proprietary cardsas well as a variety of check-based options. We provide POS processing, settlement, and related services, with specialized
systems focusing on supermarkets, major retailers, gas stations, convenience stores, restaurants, and trucking companies. Our services are generally turn-key, providing merchants with POS terminal equipment, transaction routing and authorization,
settlement, funds movement, and sponsorship into all credit card associations (such as VISA and MasterCard) and debit networks (such as STAR, Pulse, and NYCE).



As previously disclosed, we had expected to organize a new segment during the 2003 fiscal year. Our new Risk Management Services segment would provide
software, information, and analysis to financial institutions, retailers, government service providers, and other businesses to assist in fraud prevention and reduction. In part as a result of our recently announced agreement and plan of merger with
First Data, we have not yet determined when we will organize a Risk Management Services segment.



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



Consolidation Plans



In the second quarter of 2002 we initiated a consolidation plan and continued our consolidation initiatives to improve overall operating efficiencies.
This plan includes contract terminations, exiting a non-strategic business, closing and consolidating certain facilities, and eliminating 24 positions. We incurred charges of $27.9 million related to this plan. The consolidation activities that were
initiated in the second quarter of 2002 were substantially completed by June 30, 2003.



In the first quarter of 2002 we initiated a consolidation plan to continue improvements in overall operating efficiency and integrate recent acquisitions. This plan includes closing and consolidating certain
facilities, exiting several non-strategic businesses, and eliminating approximately 165 positions. We incurred charges of $46.1 million related to this consolidation plan. The consolidation activities that were initiated in the first quarter of 2002
were substantially completed by March 31, 2003.



Components of Revenue and
Expenses



Network Services and Payment Services are our
two reportable business segments. These business units are managed separately because they offer distinct products for different end users. All of our revenue is generated and all of our assets are located in the United States, and no single
customer accounts for a material portion of our revenue. The majority of our revenue is tied to contracts with initial terms of between three and five years.



A principal component of our revenue is derived from Network Services (28.8% and 31.8% in the three months ended June 30, 2003 and 2002, and 29.3% and
33.0% in the six months ended June 30, 2003 and 2002). Network Services revenue consists of access and switching fees for network access, processing fees for driving and monitoring ATMs, and processing fees for managing debit card records, plus
network fees charged to us by other networks and billed to our customers. We recognize this revenue at the time of the transaction.



The majority of our revenue (71.2% and 68.2% in the three months ended June 30, 2003 and 2002, and 70.7% and 67.0% in the six months ended June 30, 2003
and 2002) is derived from transaction fees and other income related to Payment Services. Revenue from Payment Services includes discount fees charged to merchants, which are a percentage of the dollar amount of each credit card or signature debit
card transaction we process, as well as a flat fee per transaction. These discount and flat fees constitute a bundled rate for the transaction authorization, processing, settlement, and funds transfer services we provide, plus the interchange fees
charged to us by the card associations. The fee structure for smaller merchants includes the flat fee per transaction and a discount rate generally greater than the card association interchange rate. The fee structure for larger merchants includes
the flat fee per transaction and a discount rate generally equal to the card association interchange rate. One result of having revenue partially based on a percentage of the transaction dollar amount is that lower ticket size causes a reduction in
revenue. However, net income is not always correspondingly affected because transactions with large merchants, where the discount rate is generally equal to the card association interchange rate, have a direct dollar for dollar decrease in revenue
and cost of operations.



Payment Services revenue also includes
fees for debit card and EBT card transactions, check verification and authorization services, and sales of POS terminals from inventory. Debit card and EBT transactions are similar to credit card transactions in that the bundled fee we charge to a
merchant includes the transaction authorization, processing, settlement, and funds transfer services we provide, plus the interchange and network fees charged to us by the debit networks. We recognize this revenue at the time of the transaction.



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



The following table lists revenue by segment for the periods indicated (in millions):



|                 |  | Three months endedJune 30, |       | Six months endedJune 30,
|---------------- |  | -------------------------- | ----- | ------------------------
|                 |  | 2003                       |       | 2002                    
|Network Services |  | $                          | 164.1 |                         
|Payment Services |  |                            | 405.9 |                         
|                 |  |                            |       |                         
|Total            |  | $                          | 570.0 |                         
|                 |  |                            |       |                         



Payment Services
revenue, net of interchange fees, is an alternative generally accepted accounting principles (GAAP) revenue recognition method that Concord believes is useful to investors because it enables comparison with certain industry peers. The following
table provides the impact of interchange fees on our reported revenue for the periods indicated (in millions):



|                                     |  | Three months ended June 30, 2003
|------------------------------------ |  | --------------------------------
|                                     |  | NetworkServices                 
|Revenue per the income statement     |  | $                               
|Interchange fees included in revenue |  |                                 
|                                     |  |                                 
|Revenue, net of interchange fees     |  | $                               
|                                     |  |                                 
|                                     | 
|                                     |  | Three months ended June 30, 2002
|                                     |  | NetworkServices                 
|Revenue per the income statement     |  | $                               
|Interchange fees included in revenue |  |                                 
|                                     |  |                                 
|Revenue, net of interchange fees     |  | $                               
|                                     |  |                                 
|                                     | 
|                                     |  | Six months ended June 30, 2003  
|                                     |  | NetworkServices                 
|Revenue per the income statement     |  | $                               
|Interchange fees included in revenue |  |                                 
|                                     |  |                                 
|Revenue, net of interchange fees     |  | $                               
|                                     |  |                                 
|                                     | 
|                                     |  | Six months ended June 30, 2002  
|                                     |  | NetworkServices                 
|Revenue per the income statement     |  | $                               
|Interchange fees included in revenue |  |                                 
|                                     |  |                                 
|Revenue, net of interchange fees     |  | $                               
|                                     |  |                                 



Cost of operations
includes all costs directly attributable to our providing services to our customers. In Payment Services the most significant component of cost of operations is interchange fees, which amounted to $266.4 million and $200.5 million in the three
months ended June 30, 2003 and 2002, and $497.8 million and



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



$360.4 million in the six months ended June 30, 2003 and 2002. In most instances, the interchange fee is a percentage of the transaction amount and is
charged to us by the credit card associations and debit networks. Cost of operations in both Network Services and Payment Services also includes telecommunications costs, personnel costs, occupancy costs, depreciation, and the cost of equipment
leased and sold.



The following table lists cost of operations
by segment for the periods indicated (in millions):



|                 |  | Three months endedJune 30, |       | Six months endedJune 30,
|---------------- |  | -------------------------- | ----- | ------------------------
|                 |  | 2003                       |       | 2002                    
|Network Services |  | $                          | 66.0  |                         
|Payment Services |  |                            | 355.4 |                         
|                 |  |                            |       |                         
|Total            |  | $                          | 421.4 |                         
|                 |  |                            |       |                         



Our selling, general
and administrative expenses include certain salaries, sales commissions, and other general administrative expenses, including legal fees, accounting fees, advertising, and marketing expenses. These costs are not allocated to the reportable segments.



Information regarding our business segments is included under
the caption Note HOperations by Business Segment in the notes to our consolidated financial statements and is incorporated herein by reference.



Results of Operations



The following table shows the percentage of revenue represented by certain items on our consolidated statements of income for the periods indicated:



|                                                         |  | Three months endedJune 30, |   |  | Six months endedJune 30, |  
|-------------------------------------------------------- |  | -------------------------- | - |  | ------------------------ | -
|                                                         |  | 2003                       |   |  | 2002                     |  
|Revenue                                                  |  | 100.0                      | % |  | 100.0                    | %
|Cost of operations                                       |  | 73.9                       |   |  | 68.0                     |  
|Selling, general and administrative expenses             |  | 6.0                        |   |  | 6.6                      |  
|Merger, acquisition, restructuring and write-off charges |  | 1.0                        |   |  | 5.9                      |  
|Litigation settlement charges                            |  |                           |   |  | 4.3                      |  
|                                                         |  |                            |   |  |                          |  
|Operating income                                         |  | 19.1                       |   |  | 15.2                     |  
|Net investment income                                    |  | 2.2                        |   |  | 3.4                      |  
|Other income, net                                        |  | 2.0                        |   |  | 1.3                      |  
|                                                         |  |                            |   |  |                          |  
|Income before taxes                                      |  | 23.3                       |   |  | 19.9                     |  
|Income taxes                                             |  | 8.2                        |   |  | 7.0                      |  
|                                                         |  |                            |   |  |                          |  
|Net income                                               |  | 15.1                       | % |  | 12.9                     | %
|                                                         |  |                            |   |  |                          |  



Second Quarter 2003 Compared to
2002



Revenue increased 16.8% to $570.0 million in the
second quarter of 2003 from $488.2 million in the same period of 2002. In the second quarter of 2003 Network Services accounted for 28.8% of revenue, and Payment Services accounted for 71.2%. Network Services revenue increased 5.8% over the same
period in 2002. This



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



increase was attributable to a 7.0% increase in transaction volumes that was offset by increased amortization of capitalized customer payments and reduced
non-transaction processing fees. The increased transaction volumes from new and existing network and processing customers resulted from a 16.3% increase in STAR network POS transactions. Revenue from Payment Services increased 21.9% over the same
period in 2002, due to interchange fee price increases and a 28.6% increase in transaction volumes, offset by price compression. Interchange fees in the second quarter of 2003 increased 32.9% or $65.9 million. Payment Services revenue, net of
interchange fees, increased 5.3% or $7.0 million during this period due to transaction growth from the addition of large lower margin merchants and the expansion of relationships with existing lower margin merchants. Payment Services revenue, net of
interchange fees, is an alternative GAAP revenue recognition method that Concord believes is useful to investors because it enables comparison with certain industry peers. The transaction volume increase is the weighted average of a 29.8% increase
in PIN-debit card transactions, a 34.4% increase in EBT card transactions, a 24.4% increase in credit card and signature debit transactions, and a 90.9% increase in other card transactions at new and existing merchants.



Cost of operations increased in the second quarter of 2003 to 73.9% of
revenue compared to 68.0% in the same period in 2002. Overall, cost of operations increased to $421.4 million in the second quarter of 2003 from $331.9 million in the same period in 2002. This increase was due to increased depreciation and
amortization, the write-off of excess supplies inventory, and increased transaction volumes that resulted in increased interchange fees in Payment Services. The increased interchange fees as a percentage of revenue resulted from the addition of
large lower margin merchants, the expansion of relationships with existing large lower margin merchants, and price increases instituted by the debit and credit networks.



Selling, general and administrative expenses decreased as a percentage of revenue to 6.0% in the second quarter of 2003 from
6.6% in the same period in 2002. Overall, selling, general and administrative expenses increased to $34.4 million in the second quarter of 2003 from $32.4 million in the same period in 2002. This increase was attributable to increased sales
commissions and professional fees offset by reduced marketing expenses.



Merger, acquisition, restructuring and write-off charges decreased to $5.6 million in the second quarter of 2003 from $29.0 million in the same period in 2002. The charges incurred in the second quarter of 2003 included $6.1 million
representing professional fees related to the First Data merger offset by a $0.5 million change in estimate related to our first and second quarter 2002 consolidation plans. The charges incurred in the same period in 2002 included $16.8 million for
contract terminations, $4.1 million for exiting a non-strategic business, and $8.1 million for other activities.



There were no litigation settlement charges in the second quarter of 2003. Such charges in the same period in 2002 amounted to $20.8 million and represent
credits and payments to merchants and former merchants, legal expenses, and claims administration expenses in connection with a settlement agreement relating to a purported class action lawsuit alleging that certain rate and fee charges were
improper under Tennessee law due to allegedly deficient notice.



Operating income as a percentage of revenue increased to 19.1% in the second quarter of 2003 from 15.2% in the same period in 2002. This increase was due to a decrease of $23.4 million in merger, acquisition, restructuring, and write-off
charges and a decrease of $20.8 million in litigation settlement charges, offset by the addition of lower margin revenue from large merchants.



Net investment income decreased as a percentage of revenue to 2.2% in the second quarter of 2003 from 3.4% in the same period in 2002. Overall, net
investment income decreased 25.5% to $12.6 million in the second



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



quarter of 2003 compared to $16.8 million in the same period in 2002. This decrease resulted from lower rates of return and less cash available for
investment due to the repurchase during the third and fourth quarters in 2002 of $393.5 million of our common stock.



Other income increased as a percentage of revenue to 2.0% in the second quarter of 2003 from 1.3% in the same period in 2002. This increase was due to
increased gain on the sale of securities in the second quarter of 2003.



Our overall tax rate was 35.0% in the second quarter of both 2003 and 2002.



Net income as a percentage of revenue increased to 15.1% in the second quarter of 2003 from 12.9% in the same period in 2002. The components of this increase are explained above.



Six months ended June 30, 2003 compared to 2002



Revenue increased 19.8% to $1.1 billion in the six months ended June 30,
2003 from $909.9 million in the same period of 2002. In the six months ended June 30, 2003 Network Services accounted for 29.3% of revenue, and Payment Services accounted for 70.7%. Network Services revenue increased 6.3% over the same period in
2002. This increase was attributable to a 10.8% increase in transaction volumes that was offset by increased amortization of capitalized customer payments and favorable buyout and other fees in the six months ended June 30, 2002. The increased
transaction volumes from new and existing network and processing customers resulted from a 19.1% increase in STAR network POS transactions. Revenue from Payment Services increased 26.5% over the same period in 2002, due to interchange fee price
increases and a 30.1% increase in transaction volumes, offset by price compression. Interchange fees in the six months ended June 30, 2003 increased 38.1% or $137.4 million. Payment Services revenue, net of interchange fees, increased 9.6% or $23.8
million during this period due to transaction growth from the addition of large lower margin merchants and the expansion of relationships with existing lower margin merchants. Payment Services revenue, net of interchange fees, is an alternative GAAP
revenue recognition method that Concord believes is useful to investors because it enables comparison with certain industry peers. The transaction volume increase is the weighted average of a 30.6% increase in PIN-debit card transactions, a 31.5%
increase in EBT card transactions, a 26.6% increase in credit card and signature debit transactions, and a 91.4% increase in other card transactions at new and existing merchants.



Cost of operations increased in the six months ended June 30, 2003 to 73.3% of revenue compared to 67.5% in the same period
in 2002. Overall, cost of operations increased to $798.8 million in the six months ended June 30, 2003 from $613.8 million in the same period in 2002. This increase was due to increased depreciation and amortization, the write-off of excess supplies
inventory, and increased transaction volumes that resulted in increased interchange fees in Payment Services. The increased interchange fees as a percentage of revenue resulted from the addition of large lower margin merchants, the expansion of
relationships with existing large lower margin merchants, and price increases instituted by the debit and credit networks.



Selling, general and administrative expenses decreased as a percentage of revenue to 6.1% in the six months ended June 30, 2003 from 6.3% in the same
period in 2002. Overall, selling, general and administrative expenses increased to $66.3 million in the six months ended June 30, 2003 from $57.1 million in the same period in 2002. This increase was attributable to increased sales commissions and
professional fees.



Merger, acquisition, restructuring and
write-off charges decreased to $7.9 million in the six months ended June 30, 2003 from $76.5 million in the same period in 2002. The charges incurred in the six months ended



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



June 30, 2003 included $8.9 million representing professional fees related to the First Data merger offset by a $1.0 million change in estimate related
to our first and second quarter 2002 consolidation plans. The charges incurred in the same period in 2002 included $24.1 million for the write-off of non-performing purchased merchant contracts, $16.8 million for contract terminations, $7.9 million
for the write-off of capitalized software and equipment no longer in use, and $27.7 million for other activities.



There were no litigation settlement charges in the six months ended June 30, 2003. Such charges in the same period in 2002 amounted to $20.8 million and
represent credits and payments to merchants and former merchants, legal expenses, and claims administration expenses in connection with a settlement agreement relating to a purported class action lawsuit alleging that certain rate and fee charges
were improper under Tennessee law due to allegedly deficient notice.



Operating income as a percentage of revenue increased to 19.9% in the six months ended June 30, 2003 from 15.5% in the same period in 2002. This increase was due to a decrease of $68.6 million in merger, acquisition, restructuring, and
write-off charges and a decrease of $20.8 million in litigation settlement charges, offset by the addition of lower margin revenue from large merchants.



Net investment income decreased as a percentage of revenue to 2.3% in the six months ended June 30, 2003 from 3.7% in the same period in 2002. Overall,
net investment income decreased 25.3% to $24.9 million in the six months ended June 30, 2003 compared to $33.3 million in the same period in 2002. This decrease resulted from lower rates of return and less cash available for investment due to the
repurchase during the third and fourth quarters in 2002 of $393.5 million of our common stock.



Other income increased as a percentage of revenue to 1.0% in the six months ended June 30, 2003 from 0.7% in the same period in 2002. This increase was due to increased gain on the sale of securities in the six months
ended June 30, 2003.



Our overall tax rate decreased to 35.0%
in the six months ended June 30, 2003 compared to 35.2% in the same period in 2002.



Net income as a percentage of revenue increased to 15.0% in the six months ended June 30, 2003 from 12.9% in the same period in 2002. The components of this increase are explained above.



Liquidity and Capital Resources



In the six months ended June 30, 2003 we generated cash of $540.9 million
from operating activities. Included in this amount is $325.6 million from the change in settlement receivables and payables. Fluctuations in settlement receivable and payable balances are affected by the timing of settlements. If the end of a
reporting period occurs on a Saturday or Sunday, we are due cash from the credit card associations that is payable to our merchants. If the end of a reporting period occurs on a Monday, we hold multiple days of cash that is payable to our merchants.
This may inflate the period-end cash balance and cash provided by operating activities on our cash flow statement. Conversely, cash provided by operating activities may be adversely affected for the next reporting period depending on what day of the
week the reporting period ends. All settlement cash balances are cleared in one or two business days. Inclusion of settlement in GAAP cash flows is not indicative of cash provided by operating activities unless settlement receivable and payable
amounts are consistent from period to period.



We generally
hold a significant amount of cash and securities because of the capital requirements of banking regulators and because of the liquidity requirements associated with conducting settlement operations



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



and owning ATM machines. During the six months ended June 30, 2003 we liquidated $119.8 million in securities available for sale, net of acquisitions. As of
June 30, 2003, we held securities with a market value of $1.0 billion, including $172.9 million pledged as collateral for Federal Home Loan Bank (FHLB) advances. We invested $54.6 million in the six months ended June 30, 2003 in capital
expenditures, which were for capitalized and purchased software and computer facilities and equipment.



We have historically financed our operations through net cash provided by operating activities, the issuance of equity, and the exercise of stock options.
Our last public offering of common stock occurred in June 2001 when we received $420.6 million, net of underwriting and other expenses, for the 17.8 million shares of common stock we issued and sold. Proceeds from the exercise of stock options has
decreased from historical amounts due to the per share market value of our common stock.



As of June 30, 2003, we had a line of credit with a financial institution totaling $20.0 million and no amounts were outstanding on this line of credit. This line of credit expired on July 1, 2003. As of June 30,
2003, we had $165.1 million of advances outstanding to, and $10.7 million in unused lines of credit with, the FHLB. In the six months ended June 30, 2003 we paid $32.9 million on FHLB advances, net of proceeds.



During the third and fourth quarters of 2002, we announced that our Board of
Directors approved the repurchase of up to $500.0 million of our common stock. On July 29, 2003 we announced that our Board of Directors approved the repurchase of an additional $200.0 million of our common stock. Under the repurchase plan, we may
buy back shares of our outstanding stock from time to time either on the open market or through privately negotiated transactions. The Boards approvals bring the total approved repurchase to $700.0 million. Due to the imposition of a blackout
period during and following the negotiation and execution of the merger agreement with First Data, there were no shares repurchased during the six months ended June 30, 2003.



During the second quarter of 2003, we entered into amended and restated agreements for the financing, construction and
leasing of a new corporate headquarters in Memphis, Tennessee. These agreements amend the previous agreements entered into during the third quarter of 2002 for the Memphis facility to include leasing existing facilities in Wilmington, Delaware, and
Marietta, Georgia that were covered under other leasing agreements. The agreements qualify for operating lease accounting treatment under Statement of Financial Accounting Standards 13, Accounting For Leases, and, as such, the related
assets and obligations are not recorded on our balance sheet. Upon completion of construction of the Memphis facility, which is expected in the fourth quarter of 2003, rent payments will begin and will be expensed in our statements of income. The
minimum lease payments under these agreements are not material to us. At the end of the lease term, we have options that include the renewal of the leases and fixed-price purchase options on the land and facilities. We have guaranteed the residual
value of the land and facilities at the end of the lease term to the owner / lessor for each facility. Under these guarantees, we would be responsible for a decline in fair value during the lease term up to an estimated maximum amount if we do not
exercise our option to acquire the land and facilities at the end of the term of the leases. The following table summarizes the guarantees and certain aspects of the agreements:



|PropertyLocation |  | LeaseExpiration |  | Renewal Optionat Expiration |  | Value Guaranteedat Expiration |  | Total CostFinanced
|---------------- |  | --------------- |  | --------------------------- |  | ----------------------------- |  | ------------------
|Wilmington, DE   |  | Jan 2010        |  | One five-year term          |  | $12.5 million                 |  | $15.0 million     
|Marietta, GA     |  | Jan 2010        |  | One five-year term          |  | $16.7 million                 |  | $20.0 million     
|Memphis, TN      |  | Jan 2010        |  | One five-year term          |  | $45.9 million                 |  | $55.0 million     



Based on current
market conditions, we do not expect to be required to make payments under these residual value guarantees.



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)



We are actively pursuing the renewal of our most significant Network Services customer contracts that
would, if not renewed, terminate on December 31, 2004. These contracts accounted in 2002 for less than $100.0 million in revenue. There can be no assurance that such customer contracts will be renewed. We may be required to make material
expenditures in order to secure the renewals. As negotiations of most of the renewals are in the early stages, we cannot currently predict the amount, if any, of such expenditures.



We and certain of 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. Also, we are party to lawsuits in the normal course of our business. 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.



In our agreement and plan of merger with First Data, we are obligated to pay
a termination fee of $210.0 million under certain terms and conditions in the event the agreement is terminated.



We believe that our cash and cash equivalents, securities, available credit (unused lines of credit with the FHLB), and cash generated from operations are
adequate to meet our capital and operating needs. Concord EFS National Bank, our wholly owned financial institution subsidiary, exceeded all required regulatory capital ratios as of June 30, 2003.



Effects of Inflation



Our assets are monetary, consisting of cash, assets convertible into cash, securities, and receivables. Because of their
liquidity, these assets are not significantly affected by inflation; however, earnings and asset values are impacted by the interest rate environment. We believe that anticipated replacement costs of software, facilities, and equipment will not
materially affect operations. However, the rate of inflation affects our expenses, such as those for employee compensation and telecommunications, which may not be readily recoverable in the price of our services.



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CONCORD EFS, INC. AND SUBSIDIARIES



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Item 3.    Quantitative and Qualitative Disclosures About Market Risk



As of June 30, 2003 there were no changes with regard to market risk that would require further quantitative or qualitative disclosure. For our
quantitative and qualitative disclosures about market risk for the fiscal year ended December 31, 2002, refer to Exhibit 13 to our annual report on Form 10-K filed on March 27, 2003.



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CONCORD EFS, INC. AND SUBSIDIARIES



CONTROLS AND PROCEDURES



Item 4.    Controls and Procedures



Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) are effective. There was no change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

CONCORD EFS, INC. AND SUBSIDIARIES



PART II



OTHER INFORMATION



Item 1.    Legal Proceedings



From time to time we are involved in various litigation matters arising out of the conduct of our business. Previously pending matters that are material to us were reported in our Annual Report on Form 10-K for the
year ended December 31, 2002 filed on March 27, 2003 and our quarterly report on Form 10-Q for the quarter ended March 31, 2003 filed on May 9, 2003. There were no material developments in the litigation matters previously disclosed except for the
developments discussed below.



As previously disclosed, a
purported securities class action and two purported stockholder derivative actions are pending against us and certain of our current and former officers and directors, as well as other defendants. The following table lists certain information with
respect to these actions, as of July 22, 2003:



|Name of Proceeding                            |  | Filing Date         |  | Type of Case    
|--------------------------------------------- |  | -------------------- |  | ----------------
|In re Concord EFS, Inc. Derivative Litigation |  | September 9, 2002*   |  | Derivative      
|In re Concord EFS, Inc. Securities Litigation |  | September 6, 2002**  |  | Securities Fraud
|In re Concord EFS, Inc. Derivative Litigation |  | September 13, 2002** |  | Derivative      

---

| |  | For consolidated matters, the filing date represents the date on which the first component case was filed.
|- |  | ----------------------------------------------------------------------------------------------------------

|* |  | Pending in Tennessee state court in Memphis (Circuit Court)
|- |  | -----------------------------------------------------------

|** |  | Pending in the United States District Court for the Western District of Tennessee
|-- |  | ---------------------------------------------------------------------------------



All of the above lawsuits raise allegations relating to our financial performance between March 2001 and September 2002,
changes in the price of our common stock during that time, alleged failures to disclose material facts, and alleged insider trading and breaches of fiduciary duties by certain officers and certain directors. On April 21, 2003 the plaintiffs in the
Tennessee state court derivative action filed a consolidated complaint which adds allegations that the defendants arranged the proposed merger with First Data at a below market price in return for indemnification against alleged prior wrong doing
and for other benefits to them personally. The lawsuits seek unspecified compensatory and punitive damages, attorneys fees and other relief. In addition, the Tennessee state court derivative action seeks an injunction against the proposed
merger.



On April 1, 2003 we filed a motion to dismiss the
consolidated amended complaint filed in federal court in In re Concord EFS, Inc. Derivative Litigation. This motion was fully briefed as of May 30, 2003, but has yet to be ruled on by the court.



On May 2, 2003 we filed a motion to dismiss the consolidated amended
complaint filed by the lead plaintiffs in In re Concord EFS, Inc. Securities Litigation. This motion was fully briefed as of June 25, 2003, but has yet to be ruled on by the court.



On June 20, 2003 we filed a motion to dismiss the consolidated complaint filed in Tennessee state court in In re Concord
EFS, Inc. Derivative Litigation. This motion has yet to be ruled on by the court.



Although these matters are in the preliminary stages, we believe that the claims against us and our directors and officers are without merit and intend to vigorously defend against all claims.



On or about April 3 and 4, 2003 two purported class action complaints were
filed in the Circuit Court of Tennessee for the Thirtieth Judicial District at Memphis by Charles Reed and Coralyn Stransky. The defendants in these actions are certain of our current and former officers and directors. The complaints generally
allege breaches of the defendants duty of loyalty and due care in connection with the defendants alleged attempt to



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##### Table of Contents

CONCORD EFS, INC. AND SUBSIDIARIES



PART II



OTHER INFORMATION(Continued)



sell Concord without maximizing the value to shareholders in order to advance the defendants alleged individual interests in obtaining indemnification
agreements related to the securities and other derivative litigation discussed above. The complaints seek class certification, injunctive relief directing the defendants conduct in connection with an alleged sale or auction of Concord,
reasonable attorneys fees, experts fees and other costs and relief the court deems just and proper. These complaints were consolidated into one action (In Re Concord EFS, Inc. Shareholder Litigation) and transferred to the division of
the Shelby County Circuit Court in which the Tennessee consolidated state-court derivative action (In Re Concord EFS, Inc. Derivative Litigation, filed September 9, 2002) is pending. Although these matters are in the preliminary stages, we believe
that the claims against our officers and directors are without merit and we intend to vigorously contest these claims.



On or about April 2, 2003 a purported class action complaint was filed in the Chancery Court for Shelby County, Tennessee, by Barton K. OBrien. The
defendants are Concord, certain of our current and former officers and directors, and First Data. The complaint contains allegations regarding the individual defendants alleged insider trading and alleged violations of securities and other
laws and asserts that this alleged misconduct reduced the consideration offered to our shareholders in the proposed merger between Concord and First Data. The complaint seeks class certification, attorneys fees, expert fees, costs and other
relief the court deems just and proper. The complaint seeks an order enjoining consummation of the merger, rescinding the merger if it is consummated and setting it aside or awarding rescissory damages to members of the putative class, and directing
the defendants to account to the putative class members for unspecified damages. On June 25, 2003 this complaint was transferred to the Shelby County Circuit Court in which In Re Concord EFS, Inc. Shareholder Litigation is pending. This complaint is
proceeding as a separate complaint from In re Concord EFS, Inc. Shareholder Litigation but has been consolidated with that case for pre-trial purposes. Although this matter is in the preliminary stages, we believe that the claims are without merit
and we intend to vigorously contest these claims.



As
previously disclosed, on April 1, 2003 we entered into a definitive agreement with First Data to merge in an all-stock transaction. The transaction is subject to regulatory approval by the Antitrust Division of the Department of Justice and certain
state Attorneys General. These agencies are investigating the transaction for possible antitrust concerns. The Department of Justice issued a Request for Additional Information and Documentary Materials to us on June 12, 2003. We are endeavoring to
comply with that request as quickly as possible. We may be unable to obtain the regulatory approvals required to complete the merger or, in order to do so, the combined company may be required to comply with material restrictions or conditions.
Although we anticipate that antitrust regulatory clearance will be achieved within the second half of this year, delay, denial or condition of such clearance could result in loss or disadvantage to us.



On November 5, 2002 Richard R. Sutherland filed a lawsuit against a number of
defendants, including Concord EFS National Bank in the Superior Court of California, County of Santa Clara. The plaintiff makes several allegations, including breach of contract, fraud and negligent misrepresentation arising out of business
transactions between the plaintiff and Purchase Plus Buyers Group, an entity which formerly processed credit card transactions through Concord EFS National Bank. This lawsuit, for which we were recently served, seeks compensatory damages in the
amount of $55,000 and punitive damages in the amount of $195.0 million. Although this matter is in the very preliminary stages, we believe that the claims are without merit and we intend to vigorously contest these claims.



On September 30, 2002 Nancy Canning filed a purported class action lawsuit
against Concord in New Jersey state court. The plaintiff alleges that we wrongfully allowed and facilitated surcharges on EBT withdrawals at ATMs within our network. The plaintiffs four original claims were for violation of N.J.S.A.
44:10-75(c) (which concerns New Jerseys EBT program), violation of New Jerseys Consumer Fraud Act,



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CONCORD EFS, INC. AND SUBSIDIARIES



PART II



OTHER INFORMATION(Continued)



negligence, and breach of contract (as an alleged third-party beneficiary). The plaintiff seeks certification of a class consisting of all New Jersey public
assistance recipients participating in the New Jersey EBT program who, since March 24, 1997, withdrew their cash benefits from ATMs serviced and processed by Concord and incurred a surcharge per EBT withdrawal. The lawsuit seeks unspecified
compensatory and punitive damages, attorneys fees, and injunctive and other relief. We moved to dismiss all four claims. At a hearing on March 7, 2003, the court found that the claim for violation of N.J.S.A. 44:10-75(c) should be dismissed
with prejudice and that the claims for violation of New Jerseys Consumer Fraud Act and breach of contract should be dismissed without prejudice, but the court denied our motion to dismiss as to the negligence claim. On April 6, 2003 Ms.
Canning and Danielle Thomas filed an Amended Complaint alleging violation of New Jerseys Consumer Fraud Act and negligence and seeking unspecified compensatory and punitive damages, attorneys fees, and injunctive and other relief.
Although this matter is in the preliminary stages, we believe that the claims against us are without merit and intend to vigorously defend against all claims.



On October 31, 1996 Commonwealth Savings Bank (Commonwealth) filed a lawsuit against CoreStates Financial Corp. (CoreStates) in the Court of Common
Pleas of Chester County, Pennsylvania. On August 6, 1997 Commonwealth added MONEY ACCESS SERVICE INC. (MASI), a subsidiary of ours, as a defendant therein, alleging that MASI is liable to Commonwealth for an amount in excess of $3.6 million based on
claims arising out of alleged errors in the conversion of certain Meridian Bank branches to the MAC network and MASI processing at the time the branches were acquired by Commonwealth from CoreStates and CoreStates affiliates. Discovery is
complete. The court has struck various reports and portions of reports submitted by Commonwealths damages experts. At a deposition in March 2000, Commonwealths expert testified to a damages calculation of $4.2 million. On November 15,
2002 CoreStates and MASI filed motions for partial summary judgment on all but a small part of Commonwealths remaining claim, which were denied on April 15, 2003. This case has been set for trial in February 2004. We believe that the claims
against us are without merit and intend to continue to vigorously defend against all claims.



We are also a party to various routine lawsuits arising out of the conduct of our business, none of which is expected to have a material adverse effect upon our financial condition or results of operations.



Item 4.    Submission of Matters to a Vote of Security Holders



At the annual meeting of our stockholders held on May 22, 2003, our stockholders elected the following nominees to our Board of Directors, with votes cast
as follows:



| | · |  | Douglas C. Altenbern392,944,256 shares for and 26,049,169 abstentions;
| | - |  | -----------------------------------------------------------------------



| | · |  | J. Richard Buchignani392,064,988 shares for and 26,928,437 abstentions;
| | - |  | ------------------------------------------------------------------------



| | · |  | Richard M. Harter387,801,562 shares for and 31,191,863 abstentions;
| | - |  | --------------------------------------------------------------------



| | · |  | Bond R. Isaacson391,784,972 shares for and 27,208,453 abstentions;
| | - |  | -------------------------------------------------------------------



| | · |  | Richard P. Kiphart329,518,211 shares for and 89,475,214 abstentions;
| | - |  | ---------------------------------------------------------------------



| | · |  | Edward A. Labry III395,535,637 shares for and 23,457,788 abstentions;
| | - |  | ----------------------------------------------------------------------



| | · |  | Jerry D. Mooney390,787,804 shares for and 28,205,621 abstentions;
| | - |  | ------------------------------------------------------------------



| | · |  | Dan M. Palmer313,097,769 shares for and 105,895,391 abstentions;
| | - |  | -----------------------------------------------------------------



| | · |  | Shirley C. Raines393,763,699 shares for and 25,229,726 abstentions;
| | - |  | --------------------------------------------------------------------



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CONCORD EFS, INC. AND SUBSIDIARIES



PART II



OTHER INFORMATION(Continued)



| | · |  | George F. Raymond393,692,318 shares for and 25,301,107 abstentions;
| | - |  | --------------------------------------------------------------------



| | · |  | Arthur N. Seessel III390,801,626 shares for and 28,191,799 abstentions; and
| | - |  | ----------------------------------------------------------------------------



| | · |  | Paul L. Whittington390,817,146 shares for and 28,176,279 abstentions.
| | - |  | ----------------------------------------------------------------------



There were no votes cast against any nominee, and there were no broker non-votes with respect to any nominee.



Item 6.    Exhibits and Reports on Form 8-K



(a) Exhibits



|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                              
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1        |  | Agreement and Plan of Merger among Concord EFS, Inc., First Data Corporation and Monaco Subsidiary Corporation, dated as of April 1, 2003, is incorporated herein by reference to
Exhibit 2.1 to Concords current report on Form 8-K (File No. 001-31527), filed on April 2, 2003.                                      
|           | 
|3.1        |  | Restated Certificate of Incorporation of Concord EFS, Inc. is incorporated herein by reference to Exhibit 4.1 to Concords registration statement on Form S-8 (File No.
333-90678), filed on June 18, 2002.                                                                                                              
|           | 
|3.2        |  | Amended and Restated Bylaws of Concord EFS, Inc. are incorporated herein by reference to Exhibit 4.2 to Concords registration statement on Form S-8 (File No. 333-74215),
filed on March 10, 1999.                                                                                                                      
|           | 
|10.1       |  | Employment Agreement, dated as of April 1, 2003, by and between Concord EFS, Inc. and Dan M. Palmer, is incorporated herein by reference to Exhibit 10.4 to Concords
quarterly report on Form 10-Q (File No. 001-31527), filed on May 9, 2003.                                                                          
|           | 
|10.2       |  | Employment Agreement, dated as of April 1, 2003, by and between Concord EFS, Inc. and Edward Labry, is incorporated herein by reference to Exhibit 10.5 to Concords quarterly
report on Form 10-Q (File No. 001-31527), filed on May 9, 2003.                                                                           
|           | 
|10.3       |  | Amended and Restated Employment Agreement, dated May 29, 2003, by and between Concord EFS, Inc. and Edward T. Haslam                                                                                                                                                                                                     
|           | 
|10.4       |  | Amended and Restated Master Agreement, dated as of June 26, 2003, among Concord EFS, Inc., Concord Corporate Services, Inc. and certain other subsidiaries of Concord EFS, Inc.
that may thereafter become party thereto, SunTrust Equity Funding, LLC, certain financial institutions parties thereto, and SunTrust Bank
|           | 
|10.5       |  | Amended and Restated Master Lease Agreement, dated as of June 26, 2003, between SunTrust Equity Funding, LLC, and Concord EFS, Inc., Concord Corporate Services, Inc. and certain
other subsidiaries of Concord EFS, Inc.                                                                                                
|           | 
|10.6       |  | Amended and Restated Construction Agency Agreement, dated as of June 26, 2003, between SunTrust Equity Funding, LLC and Concord EFS, Inc.                                                                                                                                                                                
|           | 
|10.7       |  | Amended and Restated Loan Agreement, dated as of June 26, 2003, among SunTrust Equity Funding, LLC, the financial institutions party thereto and SunTrust Bank                                                                                                                                                           
|           | 
|10.8       |  | Amended and Restated Guaranty Agreement, dated as of June 26, 2003, from Concord EFS, Inc.                                                                                                                                                                                                                               



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CONCORD EFS, INC. AND SUBSIDIARIES



PART II



OTHER INFORMATION(Continued)



|ExhibitNo. |  | Description                                                                                                                                                                                               
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9       |  | Amended and Restated Subsidiary Guaranty Agreement, dated as of June 26, 2003, from Concord Corporate Services, Inc., Star Systems, LLC and the other entities that are signatories
thereto as a Guarantor
|           | 
|31.1       |  | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                     
|           | 
|31.2       |  | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                     
|           | 
|31.3       |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                        
|           | 
|32.1       |  | Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                     
|           | 
|32.2       |  | Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                     
|           | 
|32.3       |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                        
|           | 
|99.1       |  | Cautionary Statements                                                                                                                                                                                     



(b)  Reports
on Form 8-K



On April 2, 2003 we filed a current report on Form
8-K to file, under Item 5 of that form, our agreement and plan of merger with First Data and the related press release.



On April 29, 2003 we filed a current report on Form 8-K to furnish, under Item 12 of that form, our press release containing earnings information for our
first quarter of 2003 ended March 31, 2003.



On July 29, 2003
we filed a current report on Form 8-K to furnish, under Item 12 of that form, our press release containing earnings information for our second quarter of 2003 ended June 30, 2003.





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SIGNATURES



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



|                       |  | CONCORD EFS, INC.
|---------------------- |  | -----------------
|                       |  |                  
|Date: August 11, 2003: |  |                  
|                       |  |                  
|                       |  |                  



|                       |  |  | 
|---------------------- |  |  | 
|Date: August 11, 2003: |  |  | 
|                       |  |  | 
|                       |  |  | 





|                       |  |  | 
|---------------------- |  |  | 
|Date: August 11, 2003: |  |  | 
|                       |  |  | 
|                       |  |  | 



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CONCORD EFS, INC. AND SUBSIDIARIES



FORM 10-Q LISTING OF EXHIBITS



|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                              
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|2.1        |  | Agreement and Plan of Merger among Concord EFS, Inc., First Data Corporation and Monaco Subsidiary Corporation, dated as of April 1, 2003, is incorporated herein by reference to
Exhibit 2.1 to Concords current report on Form 8-K (File No. 001-31527), filed on April 2, 2003.                                      
|           | 
|3.1        |  | Restated Certificate of Incorporation of Concord EFS, Inc. is incorporated herein by reference to Exhibit 4.1 to Concords registration statement on Form S-8 (File No.
333-90678), filed on June 18, 2002.                                                                                                              
|           | 
|3.2        |  | Amended and Restated Bylaws of Concord EFS, Inc. are incorporated herein by reference to Exhibit 4.2 to Concords registration statement on Form S-8 (File No. 333-74215),
filed on March 10, 1999.                                                                                                                      
|           | 
|10.1       |  | Employment Agreement, dated as of April 1, 2003, by and between Concord EFS, Inc. and Dan M. Palmer, is incorporated herein by reference to Exhibit 10.4 to Concords
quarterly report on Form 10-Q (File No. 001-31527), filed on May 9, 2003.                                                                          
|           | 
|10.2       |  | Employment Agreement, dated as of April 1, 2003, by and between Concord EFS, Inc. and Edward Labry, is incorporated herein by reference to Exhibit 10.5 to Concords quarterly
report on Form 10-Q (File No. 001-31527), filed on May 9, 2003.                                                                           
|           | 
|10.3       |  | Amended and Restated Employment Agreement, dated May 29, 2003, between Concord EFS, Inc. and Edward T. Haslam                                                                                                                                                                                                            
|           | 
|10.4       |  | Amended and Restated Master Agreement, dated as of June 26, 2003, among Concord EFS, Inc., Concord Corporate Services, Inc. and certain other subsidiaries of Concord EFS, Inc.
that may thereafter become party thereto, SunTrust Equity Funding, LLC, certain financial institutions parties thereto, and SunTrust Bank
|           | 
|10.5       |  | Amended and Restated Master Lease Agreement, dated as of June 26, 2003, between SunTrust Equity Funding, LLC, and Concord EFS, Inc., Concord Corporate Services, Inc. and certain
other subsidiaries of Concord EFS, Inc.                                                                                                
|           | 
|10.6       |  | Amended and Restated Construction Agency Agreement, dated as of June 26, 2003, between SunTrust Equity Funding, LLC and Concord EFS, Inc.                                                                                                                                                                                
|           | 
|10.7       |  | Amended and Restated Loan Agreement, dated as of June 26, 2003, among SunTrust Equity Funding, LLC, the financial institutions party thereto and SunTrust Bank                                                                                                                                                           
|           | 
|10.8       |  | Amended and Restated Guaranty Agreement, dated as of June 26, 2003, from Concord EFS, Inc.                                                                                                                                                                                                                               
|           | 
|10.9       |  | Amended and Restated Subsidiary Guaranty Agreement, dated as of June 26, 2003, from Concord Corporate Services, Inc., Star Systems LLC and the other entities that are signatories
thereto as a Guarantor                                                                                                                
|           | 
|31.1       |  | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                    
|           | 
|31.2       |  | Certification of Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                    
|           | 
|31.3       |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                       
|           | 
|32.1       |  | Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                    



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CONCORD EFS, INC. AND SUBSIDIARIES



FORM 10-Q LISTING OF EXHIBITS(Continued)



|ExhibitNo. |  | Description                                                                                          
|---------- |  | -----------------------------------------------------------------------------------------------------
|           | 
|32.2       |  | Certification of Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|           | 
|32.3       |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
|           | 
|99.1       |  | Cautionary Statements                                                                                





37