Filed by First Data Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Commission File No: 001-31527

Subject Company: Concord EFS, Inc.

 

First Data Corporation presented the following slide show at an investor conference held today:

 

 

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Filed by First Data Corporation

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Commission File No: 001-31527

Subject Company: Concord EFS, Inc.

 

First Data Corporation presented the following slide show at an investor conference held today:

 

[GRAPHIC]

 

Payment Services

May 8, 2003

 

[LOGO]

 

1



 

[GRAPHIC]

 

 

David Banks, SVP Investor Relations

Welcome & Opening Comments

 

2



 

Safe Harbor

 

Statements in this presentation regarding First Data Corporation’s business which are not historical facts are “forward-looking statements.”  All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected.  Please refer to the company’s meaningful cautionary statements contained on the last slide of this presentation and the company’s 2002 Annual Report on Form 10-K for a more detailed list of risks and uncertainties.

 

3



 

Non-solicitation

 

This communication is not a solicitation of a proxy from any security holder of First Data Corporation or Concord EFS, Inc., and First Data Corporation and Concord EFS, Inc. will be filing with the Securities and Exchange Commission a joint proxy statement/prospectus to be mailed to security holders and other relevant documents concerning the planned merger of Concord EFS, Inc. with a subsidiary of First Data Corporation.  WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov.  In addition, documents filed with the SEC by First Data Corporation will be available free of charge from First Data Investor Relations, 6200 S. Quebec St, Suite 340, Greenwood Village, CO, 80111.  Documents filed with the SEC by Concord EFS, Inc. will be available free of charge from Concord Investor Relations, 2525 Horizon Lake Drive, Suite 120, Memphis, TN, 38133.

 

First Data Corporation and its directors and executive officers and other members of its management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of First Data Corporation in connection with the merger.  Information about the directors and executive officers of First Data Corporation and their ownership of First Data Corporation stock is set forth in the proxy statement for First Data Corporation’s 2003 annual meeting of stockholders.

 

4



 

[GRAPHIC]

 

Payment Services

May 8, 2003

 

[LOGO]

 

5



 

[GRAPHIC]

 

Payment Services

 

Charlie Fote

Chairman and CEO

 

6



 

Key Strengths

 

[GRAPHIC]

 

      Strong, profitable track record

 

      Highly visible recurring revenue stream

 

      Long runway for growth

 

      Great scale and distribution capability

 

      World-class brand

 

7



 

Payment Services:
Revenue Contribution

 

Percent of 2002 First Data Revenue

 

[CHART]

 

First Data’s largest contributor

 

8



 

Strong, Consistent Record of Growth

 

In top line . . .

 

Revenues ($B)

 

[CHART]

 

Continued excellent growth

 

9



 

. .. . and in profits

 

Profit ($B)

 

[CHART]

 

A record of flawless execution

 

Note: Adjusted for SFAS 142

 

10



 

. .. . and in operating leverage

 

Margins

 

[CHART]

 

Consistent 30% + margins

 

Note: Adjusted for SFAS 142

 

11



 

Payment Services First Quarter

 

Exceptional Growth Rates

 

      Revenue up 19%

 

      Profit up 22%

 

      Profit margin 33%

 

      Transactions:

 

      Consumer-to-consumer up 23%

 

      Consumer-to-business up 11%

 

      Prepaid services up 43%

 

[GRAPHIC]

 

12



 

Payment Services 2003 Focus

 

Sales and Distribution Powerhouse

 

      Expand worldwide agent distribution network by 20%

 

      Diversify channels and services

 

      Build the brand

 

      Cross sell First Data services

 

[LOGO]

 

[GRAPHIC]

 

13



 

[GRAPHIC]

 

Payment Services

 

 

Christina Gold

President, Western Union

 

14



 

Payment Services
Senior Leaders

 

      Bill Thomas

      President - Western Union International

 

      Mike Yerington

      President - Western Union North America

 

      Adam Coyle

      President - Integrated Payment Systems

 

      Michael Hagerty

      Chief Marketing Officer - Western Union

 

      Scott Scheirman

      CFO

 

15



 

2002 Payment Services Revenue

 

$3.2 billion, up 18%

 

[CHART]

 

16



 

Western Union Money Transfer Revenue

 

1996

 

[CHART]

 

2002

 

[CHART]

 

17



 

First Data: Winning in the Marketplace

 

1

 

Well positioned in a huge market

 

[GRAPHIC]

 

 

 

 

 

2

 

Expand and diversify distribution

 

[GRAPHIC]

 

 

 

 

 

3

 

Build the brand and enhance the consumer experience

 

[GRAPHIC]

 

 

 

 

 

4

 

Leverage channels and diversify product offerings

 

[GRAPHIC]

 

18



 

1

 

Well positioned in a huge market

 

[GRAPHIC]

 

 

 

 

 

2

 

Expand and diversify distribution

 

[GRAPHIC]

 

 

 

 

 

3

 

Build the brand and enhance the consumer experience

 

[GRAPHIC]

 

 

 

 

 

4

 

Leverage channels and diversify product offerings

 

[GRAPHIC]

 

19



 

Well Positioned in Huge Markets

 

Estimated Remittance Market = $138B

 

[CHART]

 

Huge market opportunity

 

Source:  International Monetary Fund, 2002

 

20



 

Well Positioned in High-Growth Markets

 

Western Union International

 

Transactions

 

[CHART]

 

21



 

Well Positioned in Huge Markets

 

Millions of Immigrants by Region

 

[GRAPHIC]

 

Total = 175 million

 

Source:  United Nations, October 2002

 

22



 

Immigration Trends = Opportunity

 

Remittance payments to Latin America and the Caribbean topped $32 billion in 2002

(Source: Wall Street Journal, March 17, 2003)

 

Approximately 4.5 million overseas-born persons are living in Australia, which is about one quarter of the country’s population.

(Source: Organization for Economic Cooperation and Development)

 

23



 

European Union population growth will likely come almost entirely from immigration and migration in the next 10-20 years.

(Source: European Report, February 12, 2003)

 

The number of Asians working overseas is expected to be 3-4 times greater in 2003 than in 1993.

(Source: Migration News, 2002)

 

24



 

Leader in a Competitive Landscape

 

[LOGO]

 

Global money transfer companies

Market niche players

Emerging technologies

Banks

Informal sector

 

25



 

Regulatory Environment

 

              Ever-changing, especially since 9/11

 

              Implemented “Wire Watch” automated compliance system

 

              Comprehensive agent training and auditing program

 

              Dedicated professional people

 

[GRAPHIC]

 

26



 

First Data: Winning in the Marketplace

 

1

Well positioned in a huge market

[GRAPHIC]

 

 

 

2

Expand and diversify distribution

[GRAPHIC]

 

 

 

3

Build the brand and enhance the consumer experience

[GRAPHIC]

 

 

 

4

Leverage channels and diversify product offerings

[GRAPHIC]

 

27



 

Western Union Worldwide Distribution

 

              159,000 Agent locations in 195 countries & territories

 

              Adding ethnic agents for key receiving countries

 

              More than 20,000 locations in backlog

 

              Very secure network

•   Majority of business under long-term contracts

•   High renewal rates

 

 

Statistics as of March 31, 2003

 

28



 

Western Union is Everywhere:
Here’s Just One DM – Houston

 

[GRAPHIC]

 

Extensive coverage - on a city-by-city basis

 

29



 

Americas Key Agent Signings

 

[GRAPHIC] => Nearly 4,500 locations

 

30



 

Europe / Middle East / Africa Key Signings

 

[GRAPHIC] => More than 7,200 locations

 

31



 

Western Union Asia Pacific Key Signings

 

[GRAPHIC] => More than 7,800 locations

 

32



 

Western Union – Philippines

 

[CHART]

 

Overview / Strategy

 

              Population is 80M

 

              Remittance market is $8B

 

              Continue roll-out of SmartMoney and Landbank locations

 

              Raise brand awareness and focus on new Agent signings

 

33



 

Western Union – China

 

[CHART]

 

Overview / Strategy

 

              Population is 1.3B

 

              Remittance market is $11B

 

              End 2003 with 10,000 locations

 

              Focus on ethnic locations in key sending countries

 

              Raise brand awareness

 

34



 

Western Union – India

 

[CHART]

 

Overview / Strategy

 

    Population is 1.1B

 

    Remittance market is $15B

 

    End 2003 with 15,000 locations

 

    Focus on ethnic locations in key sending countries

 

    Raise brand awareness

 

35



 

Agent Network by Class of Trade

 

International Agents

 

[CHART]

 

North America Agents

 

[CHART]

 

36



 

Transactions Generated by Class of Trade

 

International Agents

 

[CHART]

 

North America Agents

 

[CHART]

 

37



 

Western Union:

Convenient Today

 

[GRAPHIC]

 

38



 

Western Union:

Convenience Evolving

 

[GRAPHIC]

 

39



 

Western Union:

Still Greater Convenience in the Future

 

[GRAPHIC]

 

40



 

Western Union Location Growth

 

[CHART]

 

Expect about 20% growth in 2003

 

41



 

First Data: Winning in the Marketplace

 

1

Well positioned in a huge market

[GRAPHIC]

 

 

 

2

Expand and diversify distribution

[GRAPHIC]

 

 

 

3

Build the brand and enhance the consumer experience

[GRAPHIC]

 

 

 

4

Leverage channels and diversify product offerings

[GRAPHIC]

 

42



 

Run the Global Message Video

 



 

Western Union Vision

 

To be the recognized leader in empowering people to make cash connections worldwide.

 

GRAPHIC

 

Recognized leader:

Trusted - Best - Innovative

 

Empowering people:

Giving consumers choices in location, service and delivery options

 

Cash connections:

Quickly moving money, data and information

 

Uniting People with Possibilities

 

44



 

Western Union Brand Investment

 

[CHART]

 

45



 

Western Union Brand Creates Value

 

Transaction Growth for One U.S. Agent’s Network

 

[CHART]

 

Note: Average monthly transactions per location

 

46



 

Mexico Money Transfer Transaction Growth

 

[CHART]

 

47



 

Western Union Merchandising

 

[GRAPHIC]

 

48



 

[GRAPHIC]

 

49



 

Western Union Events/Local Marketing

 

[GRAPHIC]

 

African local events

 

[GRAPHIC]

 

Pan-Hispanic Mother’s Day Promotion

 

50



 

Western Union:

Customer Relationship Management

 

Loyalty Card Program

 

                  Significantly reduces transaction time

 

                  Consumer receives

                  Loyalty points

                  Discounts

                  Phone time

 

                  Increases retention and transaction frequency

 

[GRAPHIC]

Gold Card

 

[GRAPHIC]

Silver Card

 

51



 

Media Builds Strong Brand Awareness

 

United States – Awareness

 

[CHART]

 

Source: Roper ASW OmniTel Study, October 2002

 

International – Aided Awareness

 

[CHART]

 

Source: Research International, 2002; Acorn, 2002; IPSOS-VANTIS, Jan 2003

 

52



 

Western Union Brand Equity

 

                  Trusted and strong brand

 

                  Consistent brand investment

 

                  Focus on customer’s needs

                  trust

                  speed

                  convenience

                  reliability

                  value

 

[GRAPHIC]

 

53



 

First Data: Winning in the Marketplace

 

1

 

Well positioned in a huge market

 

[GRAPHIC]

 

 

 

 

 

2

 

Expand and diversify distribution

 

[GRAPHIC]

 

 

 

 

 

3

 

Build the brand and enhance the consumer experience

 

[GRAPHIC]

 

 

 

 

 

4

 

Leverage channels and diversify product offerings

 

[GRAPHIC]

 

54



Western Union:

Leverage & Diversify Product Offerings

 

[LOGO]

 

Consumer Money Transfer

 

Bill Payments

 

Prepaid Services

 

55



 

Western Union:

Money Transfer Revenue

 

1996

 

[CHART]

 

2002

 

[CHART]

 

56



 

Western Union:

Consumer-to-Consumer Money Transfers

 

Transactions

 

[CHART]

 

57



 

Western Union:

International Money Transfers

 

Transactions

 

[CHART]

 

58



 

Evolving Consumer-to-Consumer

Money Transfer Services

 

 

International expansion

 

[GRAPHIC]

 

 

 

 

Home delivery

 

[GRAPHIC]

 

 

 

 

Next-day services

 

[GRAPHIC]

 

 

 

 

Loyalty programs

 

 

 

59



 

Western Union:

Consumer-to-Business

 

Traditional Product Offerings

 

Quick Collect

Urgent Bill Payments

 

Cash at Agent Location

 

Credit Card via phone or web

 

 

 

Alternative Payments

Bill Payments

 

Call Center

 

Voice Response Unit

 

Internet

 

60



 

Expanded Product Offerings – Recurring Payments

 

Paymap

Mortgage Payments

 

Equity Accelerator

 

Just in time

 

 

 

E Commerce Group

Bill Payment

 

Desktop

 

Voice Response Unit

 

Internet

 

61



 

Stored-Value Opportunity

 

Prepaid Services

 

                  Current prepaid wireless market is $125B face amount

                  Growing to $250B by 2005, suggesting $25B in fees to payment processors

 

                  2002 U.S. gift card sales $38B
(Source: Bain & Co.)

 

      Markets growing in double digits

 

[GRAPHIC]

 

62



 

First Data Cross Selling:

Grace Kennedy

 

[GRAPHIC]

 

200 + locations

 

63



 

First Data Cross Selling:

German Postbank

 

[GRAPHIC]

 

6,000 + locations

 

64



 

First Data: Winning in the Marketplace

 

1

 

Well positioned in a huge market

 

[GRAPHIC]

 

 

 

 

 

2

 

Expand and diversify distribution

 

[GRAPHIC]

 

 

 

 

 

3

 

Build the brand and enhance the consumer experience

 

[GRAPHIC]

 

 

 

 

 

4

 

Leverage channels and diversify product offerings

 

[GRAPHIC]

 

65



 

Why First Data Wins

 

                  Huge global growth opportunities

 

                  Unmatched distribution network

 

                  Strong brand

 

                  We have the strategies in place to win

 

[GRAPHIC]

 

66



 

[GRAPHIC]

 

Payment Services

 

Questions & Answers

 

67



 

Cautionary Information Regarding Forward-Looking Statements

 

Statements in this presentation regarding First Data Corporation’s business which are not historical facts, including the revenue and earnings projections, are “forward-looking statements.” All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Important factors upon which the Company’s forward-looking statements are premised include: (a) continued growth at rates approximating recent levels for card-based payment transactions, consumer money transfer transactions and other product markets; (b) successful conversions under service contracts with major clients; (c) renewal of material contracts in the Company’s business units consistent with past experience; (d) timely, successful and cost-effective implementation of processing systems to provide new products, improved functionality and increased efficiencies, particularly in the card issuing services segment; (e) successful and timely integration of significant businesses and technologies acquired by the Company and realization of anticipated synergies; (f) continuing development and maintenance of appropriate business continuity plans for the Company’s processing systems based on the needs and risks relative to each such system; (g) absence of consolidation among client financial institutions or other client groups which has a significant impact on FDC client relationships and no material loss of business from significant customers of the Company; (h) achieving planned revenue growth throughout the Company, including in the merchant alliance program which involves several joint ventures not under the sole control of the Company and each of which acts independently of the others, and successful management of pricing pressures through cost efficiencies and other cost management initiatives; (i) successfully managing the credit and fraud risks in the Company’s business units and the merchant alliances, particularly in the context of the developing e-commerce markets; (j) anticipation of and response to technological changes, particularly with respect to e-commerce; (k) attracting and retaining qualified key employees; (l) no unanticipated changes in laws, regulations, credit card association rules or other industry standards affecting FDC’s businesses which require significant product redevelopment efforts, reduce the market for or value of its products or render products obsolete; (m) continuation of the existing interest rate environment so as to avoid increases in agent fees related to Payment Services’ products and increases in interest on the Company’s borrowings; (n) absence of significant changes in foreign exchange spreads on retail money transfer transactions, particularly in high-volume corridors, without a corresponding increase in volume or consumer fees; (o) continued political stability in countries in which Western Union has material operations; (p) implementation of Western Union agent agreements with governmental entities according to schedule and no interruption of relations with countries in which Western Union has or is implementing material agent agreements; (q) no unanticipated developments relating to previously disclosed lawsuits, investigations or similar matters; (r) successful management of any impact from slowing economic conditions or consumer spending; (s) no catastrophic events that could impact the Company’s or its major customer’s operating facilities, communication systems and technology or that has a material negative impact on current economic conditions or levels of consumer spending; (t) no material breach of security of any of our systems; and (u) successfully managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive software patent protection.

 

68