1123360--8/4/2006--GLOBAL_PAYMENTS

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{product, market, service}

{system, service, information}

{personnel, key, retain}

{condition, economic, financial}

{cost, operation, labor}

{customer, product, revenue}

{competitive, industry, competition}

{loss, insurance, financial}

{provision, law, control}

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Our revenues from the sale of services to merchants that accept VISA cards and MasterCard cards are dependent upon our continued VISA and MasterCard certification and financial institution sponsorship. Loss of key Independent Sales Organizations could reduce our revenue growth. We are exposed to foreign currency risks because of our significant card processing operations in Canada, the Czech Republic, and those anticipated in the Asia-Pacific region, as well as our significant electronic money transfer operations from the U.S. to Latin America and from Spain, Belgium and the United Kingdom to Latin America, the Philippines and Morocco. Some of our competitors are larger and have greater financial and operational resources than we do, which may give them an advantage in our market with respect to the pricing of our products and services offered to our customers, our ability to develop new technologies, and our ability to complete acquisitions. Our consumer-to-consumer money transfer service offerings are dependent on financial institutions to provide such offerings. We are subject to the business cycles and credit risk of our merchant customers. In order to remain competitive and to continue to increase our revenues and earnings, we must continually update our products and services, a process which could result in increased research and development costs in excess of historical levels and the loss of revenues, earnings and customers if the new products and services do not perform as intended or are not accepted in the marketplace. Security breaches or system failures could harm our reputation and adversely affect future profits. Reduced levels of consumer spending can adversely affect our revenues and earnings. Changes in state, federal and foreign laws and regulations affecting the consumer electronic money transfer industry might make it more difficult for our customers to initiate money transfers, which would adversely affect our revenues and earnings. Changes in immigration patterns can adversely affect our revenues and earnings from consumer-to-consumer electronic money transfers. In order for us to continue to grow and increase our profitability, we must continue to expand our share of the existing electronic payments and money transfer markets and also expand into new markets. Increases in credit card association fees may result in the loss of customers or a reduction in our profit margin. Utility and system interruptions or processing errors could adversely affect our operations. The integration of the operations of the anticipated joint venture with HSBC, or other future acquisitions, if any, could result in increased operating costs if the anticipated synergies of operating both businesses as one are not achieved, a loss of strategic opportunities if management is distracted by the integration process, and a loss of customers if our service levels drop during or following the integration process. Continued consolidation in the banking and retail industries could adversely affect our growth. Loss of strategic industries could reduce revenues and earnings. If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected. We may become subject to additional U.S., state or foreign taxes that cannot be passed through to our merchant services or money transfer customers, in which case our profitability could be adversely affected. Anti-takeover provisions of our articles of incorporation and by-laws, our rights agreement and provisions of Georgia law could delay or prevent a change of control that individual shareholders favor. We may not be able or we may decide not to pay dividends at a level anticipated by shareholders on our common stock, which could reduce shareholder returns.

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1123360--8/4/2006--GLOBAL_PAYMENTS_INC