1144354--3/14/2006--HEARTLAND_PAYMENT_SYSTEMS

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{regulation, government, change}

{personnel, key, retain}

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{competitive, industry, competition}

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Risks Relating to Our Business The payment processing industry is highly competitive and we compete with certain firms that are larger and that have greater financial resources. Such competition could increase, which would adversely influence our prices to merchants, and as a result, our operating margins. We are subject to the business cycles and credit risk of our merchants, which could negatively impact our financial results. We have faced, and will in the future face, chargeback liability when our merchants refuse or cannot reimburse chargebacks resolved in favor of their customers, and reject losses when our merchants go out of business. We cannot accurately anticipate these liabilities, which may adversely affect our results of operations and financial condition. We have faced, and will in the future face, merchant fraud, which could have an adverse effect on our operating results and financial condition. Unauthorized disclosure of merchant and cardholder data, whether through breach of our computer systems or otherwise, could expose us to liability and protracted and costly litigation. Increased merchant attrition that we cannot anticipate or offset with increased processing volume or new accounts would cause our revenues to decline. We rely on a bank sponsor, which has substantial discretion with respect to certain elements of our business practices, in order to process bank card transactions. If this sponsorship is terminated and we are unable to secure new bank sponsors, we will not be able to conduct our business. Current or future bank card association rules and practices could adversely affect our business. Our systems and our third-party providers systems may fail due to factors beyond our control, which could interrupt our service, cause us to lose business and increase our costs. We rely on other payment processors and service providers; if they no longer agree to provide their services, our merchant relationships could be adversely affected and we could lose business. Adverse conditions in markets in which we obtain a substantial amount of our processing volume, such as our largest markets of California, New York, Texas and Florida, could negatively affect our results of operations. If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected. If we are unable to attract and retain qualified sales people, our business and financial results may suffer. If we cannot pass increases in bank card association interchange fees along to our merchants, our operating margins will be reduced. Any acquisitions or portfolio buyouts that we make could disrupt our business and harm our financial condition. Governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to effectively provide our services to merchants. Our operating results are subject to seasonality, which could result in fluctuations in our quarterly net income. We may become subject to additional U.S., state or local taxes that cannot be passed through to our merchants, which could negatively affect our results of operations. We face uncertainty about additional financing for our future capital needs, which may prevent us from growing our business. Risks Related to Our Company Our executive officers, directors and principal stockholders have substantial control over our business, which could lead to conflicts of interest with other stockholders and could limit your ability to influence corporate matters. Future sales of our common stock, or the perception in the public markets that these sales may occur, could depress our stock price. Provisions in our charter documents and Delaware law could discourage a takeover you may consider favorable or could cause current management to become entrenched and difficult to replace. Our common stock was not publicly traded before our August 11, 2005 initial public offering, and we expect that the price of our common stock will fluctuate substantially.

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1144354--3/14/2006--HEARTLAND_PAYMENT_SYSTEMS_INC