GLOBAL PAYMENTS INC, 10-12B, 2000-09-08

GLOBAL PAYMENTS INC
10-12B, 2000-09-08

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As filed with the Securities and Exchange Commission on September 8, 2000

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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Global Payments Inc.
(Exact Name of Registrant as Specified in Its Charter)

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<S> <C>
Georgia 58-2567903
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Four Corporate Square, Atlanta, Georgia 30329
(Address of principal executive offices)

(404) 728-2363
(Registrant's telephone number, including area code)

Copies of notices and other communications should be sent to:

Paul R. Garcia William H. Avery
Chief Executive Officer Alston & Bird LLP
Global Payments Inc. One Atlantic Center
Four Corporate Square 1201 West Peachtree Street
Atlanta, Georgia 30329 Atlanta, Georgia 30309-3424

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Securities to be registered pursuant to Section 12(b) of the Act:

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Name of Each Exchange on Which
Title of Each Class to be so Registered: Each Class is to be Registered:
---------------------------------------- -------------------------------
<S> <C>
Common Stock, no par value New York Stock Exchange
Series A Junior Participating Preferred
Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:

None.

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CROSS REFERENCE

Global Payments Inc.

I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY
REFERENCE

Cross-Reference Sheet Between Information Statement
and Items of Form 10

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<CAPTION>
Item
No. Item Caption Location in Information Statement
---- ------------ ---------------------------------

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1. Business "Summary;" "Management's Discussion and
Analysis of Financial Condition and Results
of Operations;" and "Global Payments'
Business."

2. Financial Information "Summary--Global Payments Inc. and
Subsidiaries Summary Historical Consolidated
Financial Data;" "Capitalization;" "Selected
Financial Data;" "Management's Discussion
and Analysis of Financial Condition and
Results of Operations;" "Global Payments
Inc. and Subsidiaries Consolidated Financial
Statements;" "Global Payments' Business--
Properties;" "Security Ownership of Certain
Beneficial Owners;" and "Management."

3. Properties "Global Payments' Business--Properties."

4. Security Ownership of "Security Ownership Of Certain Beneficial
Certain Beneficial Owners Owners" and "Security Ownership of
and Management Management."

5. Directors and Executive "Management."
Officers

6. Executive Compensation "Management."

7. Certain Relationships and "Summary" and "The Distribution--
Related Transactions Relationship Between National Data
Corporation and Global Payments Following
The Distribution."

8. Legal Proceedings "Global Payments' Business--Legal
Proceedings."

9. Market Price of and "Summary;" "The Distribution--Listing and
Dividends on the Trading of the Global Payments Shares;"
Registrant's Common Equity "Dividend Policy" and "Description of Global
and Related Shareholder Payments' Capital Stock."
Matters

11. Description of Registrant's "Description of Global Payments Capital
Securities to be Registered Stock" and "Anti-Takeover Effects of our
Articles of Incorporation, By-laws, Rights
Agreement and Georgia Law--Rights
Agreement."

12. Indemnification of Directors "Liability and Indemnification of Directors
and Officers and Officers."

13. Financial Statements and "Summary;" "Selected Financial Data;" and
Supplementary Data "Global Payments Inc. and Subsidiaries
Consolidated Financial Statements."
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Item 15. Financial Statements and Exhibits.

(a) List of Financial Statements. The following financial statements are
included in the Information Statement:

Report of Independent Public Accountants.

Global Payments Inc. and Subsidiaries Consolidated Statements of Income
for the Fiscal Years ended May 31, 2000, May 31, 1999 and May 31, 1998.

Global Payments Inc. and Subsidiaries Consolidated Balance Sheets as of
May 31, 2000 and May 31, 1999.

Global Payments Inc. and Subsidiaries Consolidated Statements of Cash
Flows for the Fiscal Years ended May 31, 2000, May 31, 1999 and May 31,
1998.

Global Payments Inc. and Subsidiaries Consolidated Statements of
Changes in Shareholders' Equity for the Fiscal Years ended May 31,
2000, May 31, 1999 and May 31, 1998.

Footnotes to the Consolidated Financial Statements.

Consolidated Schedule II--Valuation and Qualifying Accounts.

Report of Independent Public Accountants as to Schedule.

II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT

Item 10. Recent Sales of Unregistered Securities.

None.

Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Item 15. Financial Statements and Exhibits.

(b) Exhibits. The following documents are filed as exhibits hereto:

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<CAPTION>
Exhibit
No.
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<C> <S>
*2.1 Distribution Agreement, Plan of Reorganization and
Distribution.

*3.1 Articles of Incorporation of Global Payments Inc.

*3.2 By-laws of Global Payments Inc.

4.1 Articles of Incorporation of Global Payments Inc. (filed as
Exhibit 3.1).

4.2 By-laws of Global Payments Inc. (filed as Exhibit 3.2).

*4.3 Rights Agreement.

*4.4 Form of certificate representing Global Payments Inc. common
stock.

10.1 Distribution Agreement, Plan of Reorganization and
Distribution (filed as Exhibit 2.1).

*10.2 Tax Sharing and Indemnification Agreement.

*10.3 Employee Benefits Agreement.

*10.4 Lease Agreement for Office Headquarters.

*10.5 Two Sublease Agreements.
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<CAPTION>
Exhibit
No.
-------

<C> <S>
*10.6 Intercompany Systems/Network Services Agreement.

*10.7 Batch Processing Agreement.

*10.8 Transition Support Agreement.

*10.9 2000 Long-Term Incentive Plan.

*10.10 2000 Employee Stock Purchase Plan.

*10.11 2000 Non-Employee Directors Stock Option Plan.

*10.12 Global Payments Inc. Supplemental Executive Retirement Plan.

*10.13 Employment Agreement for Paul R. Garcia.

*10.14 Employment Agreement for Thomas M. Dunn.

*10.15 Employment Agreement for James G. Kelly.

*10.16 Employment Agreement for Barry W. Lawson.

Operating Agreement of Global Payment Systems LLC, dated March
*10.17 31, 1996.

*10.18 Registration Rights Agreement between Global Payment Systems
LLC and MasterCard International Incorporated, dated April 1,
1996.

*21.1 List of Subsidiaries.
</TABLE>
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* To be filed by amendment

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

GLOBAL PAYMENTS INC.

By: /s/ Paul R. Garcia
------------------------------

Name: Paul R. Garcia
Title: Chief Executive Officer

Dated: September 8, 2000

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[LOGO OF NATIONAL DATA CORPORATION]

NATIONAL DATA CORPORATION
National Data Plaza
Atlanta, Georgia 30329-2010

, 2000

Dear Fellow Stockholder:

I am pleased to inform you that the previously announced spin-off of our
eCommerce business will become effective on , 2000. Our
eCommerce business provides high volume electronic transaction processing and
value-added end-to-end information services and systems on a direct and
indirect basis to merchants, multinational corporations, financial
institutions, and government agencies.

The eCommerce business will be grouped under Global Payments Inc., our new
wholly owned subsidiary, the shares of which will be distributed to NDC
stockholders. Each NDC stockholder of record as of the close of business on
, 2000, which will be the record date, will receive Global Payments
share for each NDC share held. The Global Payments shares have been approved
for listing on the New York Stock Exchange subject to official notice of
issuance under the symbol "GPN."

You do not have to take any action to receive your Global Payments shares.
You will not be required to pay anything or to surrender your NDC shares. No
fractional shares of Global Payments common stock will be issued. If you
otherwise would be entitled to a fractional share you will receive a check for
the cash value thereof, which may be taxable to you. The distribution will
otherwise be tax-free to NDC and to you to the extent you receive Global
Payments common stock.

The enclosed Information Statement describes the distribution and provides
important financial and other information about Global Payments. Please read it
carefully. A stockholder vote is not required in connection with the
distribution and, accordingly, your proxy is not being sought.

Sincerely,

Robert A. Yellowlees
Chairman and Chief Executive
Officer
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INFORMATION STATEMENT RELATING TO THE DISTRIBUTION
BY NATIONAL DATA CORPORATION
OF GLOBAL PAYMENTS INC. COMMON STOCK

We have prepared this information statement to provide you with information
regarding the pro rata distribution to stockholders of National Data
Corporation of all of the outstanding common stock of our company, Global
Payments Inc. In this distribution, you will receive share of Global
Payments common stock for every share of NDC common stock that you held at the
close of business on , 2000.

Global Payments Inc. is currently a wholly owned subsidiary of NDC and is a
provider of high volume electronic transaction processing and value-added end-
to-end information services and systems on a direct and indirect basis to
merchants, multinational corporations, financial institutions, and government
agencies.

The distribution of Global Payments shares will be effected at 11:59 p.m.,
Eastern Standard Time, on , 2000. You do not have to take any
action to receive your Global Payments shares. You will not be required to pay
anything or to surrender your NDC shares. Each share of Global Payments common
stock will be accompanied by one preferred stock purchase right. The number of
NDC shares that you own will not change as a result of the distribution. No
vote of stockholders is required in connection with the distribution. We are
not asking you for a proxy. Please do not send us a proxy or your share
certificates.

There is no current public trading market for our shares, although a "when-
issued" trading market may develop prior to completion of the distribution.
Our shares will be listed on the New York Stock Exchange, under the symbol
"GPN."

If you have any questions regarding the distribution, you may contact
SunTrust Bank, Stock Transfer Department, P.O. Box 4625, Atlanta, Georgia
30302, or by telephone at (800) 568-3476, or NDC's Investor Relations
Department at NDC, National Data Plaza, Atlanta, Georgia 30329-3010, or by
telephone at (404) 728-2363.

You should carefully consider the Risk Factors described in this
Information Statement beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Information Statement is truthful or complete. Any representation to the
contrary is a criminal offense.

This Information Statement is not an offer to sell or the solicitation of
an offer to buy any securities.

The date of this information statement is , 2000.

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TABLE OF CONTENTS
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Page
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Questions and Answers About the Distribution.............................. 1
Forward Looking Statements................................................ 4
Summary................................................................... 5
Why We Sent This Document To You......................................... 5
Global Payments' Business................................................ 5
Recent Developments...................................................... 5
The Distribution......................................................... 6
Summary Historical and Proforma Consolidated Financial Data.............. 9
Risk Factors.............................................................. 10
Risks Relating To The Distribution....................................... 10
Risks Relating To Global Payments........................................ 13
The Distribution.......................................................... 18
Reasons for the Distribution............................................. 18
Manner of Effecting the Distribution..................................... 18
Results of the Distribution.............................................. 19
Listing and Trading of the Global Payments shares........................ 19
Certain Federal Income Tax Consequences.................................. 20
Reasons for Furnishing This Document...................................... 21
Relationship Between NDC and Global Payments Following the Distribution... 22
Distribution Agreement................................................... 22
Tax Sharing and Indemnification Agreement................................ 23
Employee Benefits Agreement.............................................. 24
Real Estate Agreements................................................... 27
Intercompany Systems/Network Services Agreement.......................... 28
Batch Processing Agreement............................................... 30
Transition Support Agreement............................................. 30
Capitalization............................................................ 31
Dividend Policy........................................................... 32
Selected Financial Data................................................... 33
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 34
General.................................................................. 34
Components of Income Statement........................................... 34
Results of Operations.................................................... 35
Liquidity and Capital Resources.......................................... 36
Credit Facility.......................................................... 37
Market Risk/Interest Rate Risk........................................... 37
Seasonality, Inflation and Economic Downturns............................ 37
Global Payments' Business................................................. 38
General.................................................................. 38
Industry Overview/Target Markets......................................... 38
Strategy................................................................. 39
Products and Services.................................................... 39
Sales and Marketing...................................................... 41
International Operations................................................. 41
Employees................................................................ 41
Competition.............................................................. 41
Properties............................................................... 42
Legal Proceedings........................................................ 42
Management................................................................ 43
Directors................................................................ 43
Committees of the Board of Directors..................................... 43
Directors' Compensation.................................................. 44
Executive Officers....................................................... 46
Historical Compensation of Our Executive Officers........................ 47
Option Grants In Last Fiscal Year........................................ 48
Aggregated Option/SAR Exercises In Last Fiscal Year And Fiscal Year-End
Options/SAR Values...................................................... 48
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Page
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Defined Benefit Retirement Plans........................................ 48
Long-Term Incentive Plan................................................ 49
Global Payments Employee Stock Purchase Plan............................ 52
Employment, Severance and Change of Control Agreements.................. 54
Security Ownership of Certain Beneficial Owners.......................... 56
Beneficial Ownership of Management....................................... 57
Description of Global Payments' Capital Stock............................ 58
Authorized Capital Stock................................................ 58
Common Stock............................................................ 58
Preferred Stock......................................................... 58
No Preemptive Rights.................................................... 58
Transfer Agent And Registrar............................................ 58
Anti-takeover Effects of Our Articles of Incorporation, By-laws, Rights
Agreement and Georgia Law............................................... 59
General................................................................. 59
Classified Board of Directors........................................... 59
Number of Directors; Removal; Filling Vacancies......................... 59
Shareholder Action...................................................... 60
Advance Notice for Shareholder Proposals or Nominations at Meetings..... 60
Amendments to By-laws................................................... 60
Preferred Stock......................................................... 60
Rights Agreement........................................................ 60
Anti-Takeover Legislation--Georgia Law.................................. 62
Liability and Indemnification of Directors and Officers.................. 64
Experts.................................................................. 64
Where You Can Obtain Additional Information.............................. 64
Index to Financial Statements............................................ F-1
Report of Independent Public Accountants................................. F-2
Consolidated Statements of Income........................................ F-3
Consolidated Balance Sheets.............................................. F-4
Consolidated Statements of Cash Flows.................................... F-5
Consolidated Statements of Changes in Shareholders' Equity............... F-6
Notes to Consolidated Financial Statements............................... F-7
Note 1--Spin off and Basis of Presentation.............................. F-7
Note 2--Summary of Significant Accounting Policies...................... F-7
Note 3--Business Acquisition............................................ F-9
Note 4--Transactions with NDC........................................... F-9
Note 5--Property and Equipment.......................................... F-10
Note 6--Software Costs.................................................. F-10
Note 7--Intangible Assets............................................... F-11
Note 8--Accounts Payable and Accrued Liabilities........................ F-11
Note 9--Retirement Benefits............................................. F-11
Note 10--Income Taxes................................................... F-13
Note 11--Long-Term Debt................................................. F-14
Note 12--Shareholder's Equity........................................... F-14
Note 13--Related Party Transactions..................................... F-15
Note 14--Commitments and Contingencies.................................. F-15
Note 15--Supplemental Cash Flow Information............................. F-17
Note 16--Quarterly Consolidated Financial Information (Unaudited)....... F-17
Consolidated Schedule II--Valuation and Qualifying Accounts.............. F-18
Report of Independent Public Accountants as to Schedule.................. F-19
</TABLE>

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

Q: WHAT IS THE DISTRIBUTION?

A: NDC intends to pay a pro rata dividend to its stockholders consisting
of all of the shares of Global Payments' common stock. This dividend is
known as a distribution. You will retain your shares of NDC stock.

Q: WHEN WILL THE DISTRIBUTION OCCUR?

A: We currently anticipate completing the distribution on ,
2000.

Q: WHAT BUSINESS WILL GLOBAL PAYMENTS CONDUCT FOLLOWING THE DISTRIBUTION?

A: After the distribution, Global Payments will continue operating NDC's
current eCommerce business. See the description of our business under
"Summary--Global Payments' Business" on page 5, and "Global Payments'
Business" beginning on page 38.

Q: WHAT WILL I RECEIVE IN THE DISTRIBUTION?

A: For every share of NDC common stock that you hold at the close of
business on , 2000, you will receive share of Global
Payments common stock and preferred stock purchase right. For
example, if you own 100 shares of NDC stock on , 2000, you will
receive shares of Global Payments common stock and preferred
stock purchase rights. You will also retain your 100 shares of NDC
stock. The preferred stock purchase rights will be issued pursuant to
our shareholder rights plan which entitles our common shareholders to
purchase preferred stock upon the occurrence of a transaction that
would result in a change in control of our company that is not approved
by our Board of Directors. See the description of the Rights Agreement
in "Anti-Takeover Effects of our Articles of Incorporation, By-laws,
Rights Agreement and Georgia Law--Rights Agreement" on page 60. Shares
of Global Payments common stock will be credited to you automatically
without any payment or other action by you. If you are not a record
holder of NDC stock because your shares are held on your behalf by your
stockbroker or other nominee, your Global Payments shares will be
credited to your stockbroker or other nominee on or about ,
2000.

Q: WHEN WILL I RECEIVE MY GLOBAL PAYMENTS SHARES?

A: If you hold NDC shares in your own name as a stockholder of record, the
distribution agent will automatically credit Global Payments common
stock to a new book-entry account established for this purpose. Our
distribution agent will also send you an account statement which will
be mailed to you on or about , 2000. You should allow several
days for the mail to reach you. Book entry refers to a method of
recording stock ownership in our records in which no physical
certificates are used.

If you hold NDC shares through your stockbroker, bank or other nominee,
you are probably not a stockholder of record and your receipt of Global
Payments shares depends on your arrangements with such nominee that
holds your NDC shares for you. NDC anticipates that stockbrokers and
banks generally will credit their customers' accounts with Global
Payments shares on or about , 2000, but you should check with
your stockbroker, bank or other nominee. For more details, please refer
to "The Distribution--Manner of Effecting the Distribution" on page 18.

Q: WHERE WILL MY GLOBAL PAYMENTS SHARES BE TRADED?

A: The Global Payments shares have been approved for listing on the New
York Stock Exchange, subject to official notice of issuance, under the
symbol "GPN." Global Payments expects that regular trading will begin
on , 2000. A temporary form of trading called "when-issued
trading" may occur for Global Payments common stock on or about
, 2000 and continue through

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, 2000. A when-issued listing may be identified by the "wi"
letters next to Global Payments common stock on the New York Stock
Exchange Composite Tape. If when-issued trading develops, you may buy or
sell Global Payments common stock in advance of the , 2000
distribution. For an explanation of when-issued trading, see "The
Distribution--Listing and Trading of the Global Payments Shares"
beginning on page 19.

Q: HOW WILL THE DISTRIBUTION AFFECT MY NDC SHARES?

A: Following the distribution, NDC shares will continue to be listed and
traded on the New York Stock Exchange under the symbol "NDC." The
distribution will not affect the number of outstanding shares of NDC
stock or any rights of NDC stockholders. NDC common stock will continue
to trade on a regular basis and may also trade on an "ex-dividend"
basis, reflecting an assumed post-distribution value for NDC Common
Stock. Ex-dividend trading in NDC Common Stock, if available, could last
from on or about , 2000 through , 2000. If this
occurs, an additional listing for NDC common stock, followed by the "x"
letters will appear on the New York Stock Exchange Composite Tape. As a
result of the distribution, the trading price of NDC shares immediately
following the distribution will likely be lower than immediately prior
to the distribution. Until the market has fully analyzed the operations
of NDC without the operations of Global Payments, the price of NDC
shares may fluctuate significantly. For a complete discussion of this
risk, please read "Risk Factors--Risk Relating to the Distribution--The
distribution may cause fluctuation in the trading price of NDC common
stock" beginning on page 10 and "The Distribution--Listing and Trading
of the Global Payments Shares" beginning on page 19.

Q: WHAT IF I WANT TO SELL MY NDC SHARES OR MY GLOBAL PAYMENTS SHARES?

A: You should consult with your own financial advisors, such as your
stockbroker, bank or tax advisor. NDC does not make recommendations on
the purchase, retention or sale of NDC shares or Global Payments shares.

If you do decide to sell any shares, you should make sure your
stockbroker, bank or other nominee understands whether you want to sell
your NDC shares or your Global Payments shares, or both. The following
information may be helpful in discussions with your stockbroker, bank or
other nominee.

Beginning about , 2000 and continuing through ,
2000, New York Stock Exchange practice of when-issued trading should
generally allow you to sell your NDC shares either together with the
right to receive the Global Payments shares in the distribution or
without the right to receive the Global Payments shares. If you sell
your NDC shares with the right to receive the Global Payments shares,
you (or your broker or bank) will be required to transfer to the buyer
the Global Payments shares you receive in the distribution. You should
also be able to sell your right to receive the Global Payments shares
without selling your NDC shares.

Sales of NDC shares with the right to receive the Global Payments shares
should generally settle in the three business day settlement period.
Sales of NDC shares without the right to receive the Global Payments
shares and sales of the Global Payments shares without NDC shares are
expected to settle four business days following the date account
statements for the Global Payments shares are mailed. Check with your
stockbroker, bank or other nominee. Beginning about , 2000, you
may only sell your NDC shares and Global Payments shares separately.

Q: WILL I BE PAID DIVIDENDS ON MY GLOBAL PAYMENTS SHARES?

A: We may, but cannot assure you, that we will pay cash dividends on our
stock in the future. Any payment of dividends will be determined by the
Board of Directors, taking into account our operating results, capital
needs and other factors. We cannot assure you that such dividends, if
commenced, will

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be at a rate equivalent to that currently paid by NDC or that such
dividends will not be increased, decreased or terminated.

Q: IS THE DISTRIBUTION TAXABLE FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES?

A: No. NDC has received a tax ruling from the Internal Revenue Service
stating in principle that the distribution will be tax-free to NDC and
to NDC stockholders. Any cash you receive for fractional shares may be
taxable to you. If you have any questions, please consult your tax
advisor.

Q: WILL THERE BE ANY CHANGE IN THE UNITED STATES FEDERAL TAX BASIS OF MY
NDC SHARES AS A RESULT OF THE DISTRIBUTION?

A: Yes, your tax basis in your NDC shares will be reduced. If you are the
record holder of your NDC shares, you will receive information with
your account statement that will help you calculate the adjusted tax
basis for your NDC shares, as well as the tax basis for your Global
Payments shares. Please refer to "The Distribution--Certain Federal
Income Tax Consequences" beginning on page 20 for a complete
discussion.

Q: WHERE CAN I GET MORE INFORMATION?

A: If you have any questions relating to the mechanics of the distribution
and the delivery of account statements or the trading of NDC or Global
Payments shares prior to the distribution, you can contact the
distribution agent:

SunTrust Bank
Stock Transfer Department
P.O. Box 4625
Atlanta, Georgia 30302
(800) 568-3476

After the distribution, Global Payments shareholders with inquiries
related to the distribution or their investment in Global Payments
should contact

Global Payments Inc.
Four Corporate Square
Atlanta, Georgia 30329
Attention: Suellyn P. Tornay
Corporate Secretary
(404) 728-
Or e-mail at

After the distribution, NDC stockholders with inquiries relating to the
distribution or their investment in NDC should contact:

National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
Attention: Corporate Secretary
(404) 728-
Or e-mail at

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FORWARD LOOKING STATEMENTS

When used in this Information Statement, in documents incorporated herein
and elsewhere by management of Global Payments Inc., from time to time, the
words "believes," "anticipates," "expects," "intends" and similar expressions
are intended to identify forward-looking statements concerning our business
operations, economic performance and financial condition, including in
particular, our business strategy and means to implement the strategy, our
objectives, the amount of future capital expenditures, the likelihood of our
success in developing and introducing new products and expanding its business,
and the timing of the introduction of new and modified products or services.
For those statements, we claim the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act of
1995. These statements are based on a number of assumptions and estimates that
are inherently subject to significant risks and uncertainties, many of which
are beyond the control of our company, cannot be foreseen, and reflect future
business decisions that are subject to change. Actual revenues, revenue growth
and margins will be dependent upon all such factors and their results subject
to risks related to the implementation of changes by our company, the failure
to implement changes, and customer acceptance of such changes or lack of
change. As a result of a variety of factors, actual results could differ
materially from those anticipated in our forward-looking statements, including
the following factors: (a) those set forth under the heading "Risk Factors" in
this Information Statement which are incorporated herein by this reference, and
those set forth elsewhere herein; and (b) those set forth from time to time in
our press releases and reports and other filings made with the Securities and
Exchange Commission. We caution that such factors are not exclusive.
Consequently, all of the forward-looking statements made herein are qualified
by these cautionary statements and readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly release the results of any
revisions of such forward-looking statements that may be made to reflect events
or circumstances after the date hereof, or thereof, as the case may be, or to
reflect the occurrence of unanticipated events.

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SUMMARY

This summary highlights selected information from this information
statement, but does not contain all details concerning the distribution of our
common stock to NDC stockholders, including information that may be important
to you. To better understand the distribution and our business and financial
position, you should carefully review this entire information statement
including the risks described in "Risk Factors" beginning on page 10 and the
consolidated financial statements and the notes thereto beginning on page F-1.

Why We Sent This Document To You

We are sending you this document because you were an owner of NDC common
stock on , 2000. This entitles you to receive a pro rata distribution
of share of common stock of Global Payments and preferred stock
purchase right for every NDC share you owned on that date. No action is
required on your part to participate in the distribution and you do not have to
pay cash or other consideration to receive your Global Payments shares.

This document describes Global Payments' business, the relationship between
NDC and Global Payments, and how this transaction benefits NDC and its
stockholders, and provides other information to assist you in evaluating the
benefits and risks of holding or disposing of the Global Payments shares that
you will receive in the distribution. You should be aware of certain risks
relating to the distribution and Global Payments' business, which are described
in this document beginning on page 10.

Global Payments' Business

We are the successor to NDC eCommerce. We are one of the largest independent
electronic transaction processing service providers in the world. We provide a
wide range of value-added, end-to-end electronic commerce solutions to
merchants, corporations, financial institutions and government agencies. We
market our products and services through a variety of distinct sales channels
including a sizable, dedicated direct sales force, independent sales
organizations, independent sales representatives, an internal telesales group,
alliance bank relationships and financial institutions. We have a high
percentage of recurring revenues and process over 1.6 billion transactions per
year servicing more than 775,000 merchant locations.

We operate three principal business categories of products and services:
direct merchant services, indirect merchant services and electronic funds
transfer. These categories offer customers a broad range of end-to-end
electronic commerce products and services, including credit and debit card
authorization and transaction data capture, settlement and funding, charge back
processing, customer support services, risk management, business-to-business
purchasing card services, check guarantee, check verification and recovery
services, merchant accounting, terminal management services, card issuing
services, cash management and funds transfer services, management information
and deposit reporting, financial electronic data interchange and Internet-based
tax payment processing.

Recent Developments

Emerging Markets and Technologies

In addition to our internal product development efforts, our strategy
includes formation of business alliances with emerging payment technology
companies to leverage our existing customer relationships and infrastructure
and to accelerate product time-to-market. Additionally, we will continue to
evaluate direct and indirect (via joint product development programs) equity
investments in emerging technology companies that offer a viable alternative
form of payment or that have strong growth potential.

During fiscal year 2000, we made a direct investment in eCharge Corporation,
a private company which offers Internet users secure and convenient ways to
make purchases over the Internet. We also entered into alliances with emerging
payment technology companies and innovative product and service providers. We

5
<PAGE>

believe that these alliances and direct investments are consistent with our
business strategy and are supported by trends in the electronic commerce
market.

Distribution Channel Expansion

Expansion of the reach and distribution channel effectiveness for our
products and services remains a high priority. During the year, we formed new
relationships with a number of independent sales organizations, membership
organizations and companies with complementary services to resell our
offerings.

The Distribution

<TABLE>
<C> <S>
Distributing Company National Data Corporation, a Delaware corporation.

Distributed Company Global Payments Inc., a Georgia corporation.

Primary Purposes of NDC's Board of Directors believes that separating Global
Distribution Payments from the rest of NDC's businesses will allow us
to more effectively focus on our eCommerce business, and
will allow NDC to focus on the health care information
services business. The Board believes that the separation
will also provide NDC and us with the flexibility to
pursue different strategies and react quickly to changing
market environments. NDC's Board of Directors believes
that separating the two companies will enhance the
ability of both Global Payments and NDC to focus on
strategic initiatives and new business opportunities,
improve cost structures and operating efficiencies and
design employee equity-based compensation programs
targeted to each company's own performance. In addition,
NDC's Board of Directors believes that we will have
greater access to capital as an independent company and
that the investment community will be better able to
measure our performance relative to our peers. For a more
detailed discussion of the reasons for the distribution,
see "The Distribution--Reasons for the Distribution" on
page 18.

Global Payments NDC will distribute to NDC stockholders approximately
Shares to be shares of Global Payments common stock, no par
Distributed value, based on approximately NDC shares
outstanding on , 2000. In addition, we have
reserved shares of Global Payments common
stock for issuance under our Long-Term Incentive Plan,
shares for issuance under our 2000 Non-
Employee Directors Stock Option Plan and shares under
our Employee Stock Purchase Plan.

Trading Market There is no current trading market for the Global
and Symbol Payments shares, although a when-issued market may
develop prior to completion of the distribution. The
Global Payments shares have been approved for listing on
the New York Stock Exchange, subject to official notice
of issuance, under the symbol "GPN."

Record Date If you owned NDC shares at the close of business on
, 2000, the record date, then you will receive
Global Payments shares in the distribution.

Distribution Date The distribution will occur at 11:59 p.m., Eastern
Standard Time, on , 2000. If you are a record
holder of NDC stock on the record date, you will receive
from Global Payments' transfer agent shortly after
, 2000 an account statement for the Global
Payments shares distributed to you. If you are not a
record holder of NDC stock on the record date because
such shares are held on your behalf by your stockbroker,
bank or other nominee, your Global Payments shares should
be credited to your account with your stockbroker, bank
or other nominee on or about , 2000.
</TABLE>

6
<PAGE>

<TABLE>
<C> <S>
Distribution Ratio You will receive Global Payments share for every NDC
share you held on the record date.

Transfer Agent and SunTrust Bank, N.A., Stock Transfer Department, P.O. Box
Registrar for the 4625, Atlanta, Georgia 30302, telephone number (800) 568-3476.
Global Payments
Shares

Fractional Shares No fractional shares of Global Payments common stock will
be issued. The distribution agent will aggregate all
fractional Global Payments shares that would otherwise have
been credited to a shareholder's account into whole shares,
and sell such whole shares in the open market at then
prevailing prices on behalf of all shareholders entitled to
receive fractional shares. Shareholders who would otherwise
have received fractional shares will receive cash in the
amount of their pro rata share of the total sale proceeds,
net of brokerage commissions.

Tax Consequences The Internal Revenue Service has issued a tax ruling
stating in principle that, among other things, the
distribution will qualify as a tax-free distribution under
Section 355 of the Internal Revenue Code. Therefore, you
should not incur federal income tax upon the receipt of
Global Payments stock in the distribution. For more details
please read "The Distribution--Certain Federal Income Tax
Consequences" beginning on page 20. There is some risk that
the distribution will not qualify for tax-free status and
we encourage you to read "Risk Factors--If the distribution
fails to qualify as a tax-free transaction, you and NDC
could be subject to substantial tax liability" beginning on
page 11 to better understand this risk.

Relationship with After the distribution, NDC and Global Payments will
NDC after the operate independently as separate public companies. Prior
Distribution to the distribution, Global Payments and NDC will enter
into the following agreements:
</TABLE>

. Distribution Agreement
. Tax Sharing And Indemnification Agreement
. Employee Benefits Agreement
. Real Estate Agreements
. Intercompany Systems/Network Services Agreement
. Batch Processing Agreement, and
. Transition Support Agreement.

<TABLE>
<C> <S>
After the distribution, NDC and Global Payments will not
have any other material contracts or other arrangements
between them other than arrangements made on an arm's
length basis. For a full description of these agreements
and arrangements, see "Relationship Between NDC and
Global Payments Following the Distribution" beginning on
page 22.

Board of Directors of After the distribution, Global Payments will have an
Global Payments initial board of five directors, classified into three
classes. After their initial term, directors of each
class will serve three-year terms. The Board is fully
described under "Management" beginning on page 43.

Management of The persons who will serve as our executive officers
Global Payments after the distribution are described under "Management"
beginning on page 43.
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
Certain Anti- Certain provisions of Global Payments' Articles of
Takeover Incorporation and By-laws may have the effect of making the
Effects acquisition of control of Global Payments in a transaction not
approved by Global Payments' Board of Directors more
difficult. Global Payments' Rights Agreement also would make
such a transaction more difficult. Moreover, certain
provisions of the Tax Sharing and Indemnification Agreement
could discourage potential acquisition proposals. These
effects are fully described under "Risk Factors--Risks
Relating to The Distribution--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 you may favor" beginning on page 12 and "Anti-
Takeover Effects of Our Articles of Incorporation, By-laws,
Rights Agreement and Georgia Law" beginning on page 59.

<C> <S>
Credit Facility We have a commitment for an unsecured $ million revolving
line of credit. It will fund a cash dividend payable to NDC to
reflect our share of NDC's pre-distribution debt used to
establish our initial capitalization. This line of credit will
also be used to meet our working capital and acquisition needs
after the distribution. This line has a variable interest rate
based on market rates. The credit agreement contains certain
financial and non-financial covenants customary for financings
of this nature. The facility will have a year term.

Risk Factors Our results and the accuracy of the forward-looking statements
contained in this information statement could be affected by,
among other things, economic conditions, competition,
consolidation in the banking industries, inability to expand
in new or existing markets, government regulation or
investigation, liability for credit charges disputed by
holders of credit and debit cards and/or merchant bankruptcy
or fraud, recent and future acquisitions may not be
profitable, insufficient capital to continue our growth and
expansion, volatility in stock price and the other risk
factors discussed beginning on page 10.
</TABLE>

8
<PAGE>

Summary Historical and Proforma Consolidated Financial Data

The summary historical and proforma consolidated financial data of Global
Payments Inc. set forth below is qualified in its entirety by, and should be
read in conjunction with, the Consolidated Financial Statements of Global
Payments Inc., including the Notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this information statement. The historical income statement data for each of
the three fiscal years ended May 31, 2000 and the historical balance sheet data
as of May 31, 2000 and May 31, 1999 are derived from, and are qualified by
reference to, the consolidated financial statements included elsewhere in this
document that have been audited by Arthur Andersen LLP, Global Payments'
independent public accountants. Operating costs and expenses reflect direct
charges of the business together with certain allocations by NDC for corporate
services, communication and other shared services that have been charged to our
company based on usage or other methodologies appropriate for such expenses.
The cost of these services charged to our company may not reflect the actual
costs we would have incurred for similar services as a stand-alone company.

The summary proforma consolidated financial data reflect adjustments to the
historical consolidated balance sheet of Global Payments Inc. as if the
distribution had occurred on May 31, 2000 and to the historical consolidated
income statement of Global Payments Inc. as if the distribution had occurred on
June 1, 1999. The historical and proforma financial information we have
included in this information statement reflects the historical results of
operations and cash flows of the businesses of NDC which comprise Global
Payments with adjustments made for the addition of sales, general and
administrative expenses that we expect to incur as an independent public
company and the assumed terms of the new line of credit that has a higher
interest rate than the amounts that have been historically allocated.

Global Payments Inc.
Summary Consolidated Financial Data

<TABLE>
<CAPTION>
Year Ended May 31,
----------------------------------------------------------------
2000 2000 1999 1998 1997 1996
Proforma Historical Historical Historical Historical Historical
-------- ---------- ---------- ---------- ---------- ----------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C> <C>
Revenue................. $340,033 $340,033 $330,051 $291,547 $257,679 $180,924
Operating expenses:
Cost of service........ 181,479 181,479 169,805 153,518 142,479 95,588
Sales, general and
administrative........ 99,039 95,342 83,571 80,055 75,622 61,315
-------- -------- -------- -------- -------- --------
Operating income........ 59,515 63,212 76,675 57,974 39,578 24,021
Other income (expense),
net.................... (10,073) (9,440) (10,074) (7,366) (3,134) 2,261
-------- -------- -------- -------- -------- --------
Earnings before income
taxes.................. 49,442 53,772 66,601 50,608 36,444 26,282
Provision for income
taxes.................. 19,058 20,725 25,265 19,531 13,811 8,715
-------- -------- -------- -------- -------- --------
Net income.............. $ 30,384 $ 33,047 $ 41,336 $ 31,077 $ 22,633 $ 17,567
======== ======== ======== ======== ======== ========
Basic earnings per
share(1)............... $ 0.91 $ 0.99 $ 1.23 $ 0.97 $ 0.74 $ 0.59

Total assets............ $276,067 $276,067 $267,604 $259,518 $245,713 $239,928

Line of Credit from
NDC.................... $ -- $ 96,125 $ 89,375 $109,375 $ 71,875 $ 15,000

Line of Credit.......... $ 96,125 $ -- $ -- $ -- $ -- $ --

Long-term obligations... $ 7,232 $ 7,232 $ 15,774 $ 6,616 $ 5,067 $ 7,876

Total shareholders'
equity................. $120,885 $120,885 $108,013 $ 84,896 $104,044 $168,861
</TABLE>
--------
(1) Assumes a distribution ratio of one share of Global Payments common stock
for each share of NDC common stock held. The actual ratio has not yet been
determined.

9
<PAGE>

RISK FACTORS

The distribution and ownership of our common stock involve risks. Our
business, financial condition or results of operations could be adversely
affected by any of the following risks. In addition, you should keep in mind
that the risks described below are not the only risks that we face. The risks
described below are the risks that we currently believe are material risks of
ownership of our common stock; however, additional risks not presently known
to us, or risks that we currently believe are not material, may also impair
our business operations.

Risks Relating To The Distribution

There has not been any prior trading market for the Global Payments shares
which may cause our common stock to experience volatility

There is no current trading market for the Global Payments shares, although
a "when-issued" trading market may develop prior to completion of the
distribution. The Global Payments shares have been approved for listing on the
New York Stock Exchange, subject to official notice of issuance, under the
symbol "GPN." For a discussion of this "when-issued" trading market, please
see "The Distribution--Listing and Trading of the Global Payments Shares"
beginning on page 19.

We cannot assure you that the Global Payments shares will be actively
traded or predict the prices at which the Global Payments shares will trade.
Some of the NDC stockholders who receive Global Payments shares may decide
that they do not want shares in Global Payments, and may sell their Global
Payments shares following the distribution. This may delay the development of
an orderly trading market in the Global Payments shares for a period of time
following the distribution. Until the Global Payments shares are fully
distributed and an orderly market develops, the prices at which the Global
Payments shares trade may fluctuate significantly and may be lower or higher
than the price that would be expected for a fully distributed issue. Prices
for Global Payments shares will be determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the market
for the shares, Global Payments' results of operations, investors perception
of Global Payments and its industry, the amount of dividends that Global
Payments pays, if any, changes in economic conditions in our industry and
general economic and market conditions. In addition, the stock market often
experiences significant price fluctuations that are unrelated to the operating
performance of the specific companies whose stock is traded. Market
fluctuations could have a material adverse impact on the trading price of the
Global Payments shares.

The distribution may cause fluctuations in the trading price of NDC common
stock

Following the distribution, NDC common stock will continue to be listed and
traded on the New York Stock Exchange under the symbol "NDC." The combined
trading prices of NDC common stock and the Global Payments shares after the
distribution may be less than, equal to or greater than the trading prices of
NDC common stock immediately prior to the distribution. As a result of the
distribution, the trading price of NDC common stock immediately following the
distribution will likely be lower than the trading price of NDC common stock
immediately prior to the distribution. Furthermore, until the market has fully
analyzed the operations of NDC without the operations of Global Payments and
its subsidiaries, the prices at which NDC common stock trades may fluctuate
significantly. In addition, the stock market often experiences significant
price fluctuations that are unrelated to the operating performance of the
specific companies whose stock is traded. Market fluctuations could have a
material adverse effect on the trading price of NDC common stock.

The possibility of substantial sales of shares of Global Payments may have an
adverse impact on the trading price of Global Payments

Based on the number of shares of NDC common stock outstanding on
2000, NDC will distribute to its stockholders a total of
approximately Global Payments shares. Under the United States
federal securities laws, the holders of these shares are not restricted from
re-selling them

10
<PAGE>

immediately in the public market, except for those holders who are affiliates
of Global Payments. We cannot predict whether our shareholders will resell
large numbers of Global Payments shares in the public market following the
distribution or how quickly they may resell these Global Payments shares. If
our shareholders sell large numbers of Global Payments shares over a short
period of time, or if investors anticipate large sales of Global Payments
shares over a short period of time, the trading price of the Global Payments
shares will likely decrease.

If the distribution fails to qualify as a tax-free transaction, you and NDC
could be subject to substantial tax liability

NDC has received a tax ruling relating to the qualification of the
distribution as a tax-free distribution within the meaning of Section 355 of
the Internal Revenue Code, which generally is binding on the IRS. However, the
continuing validity of a tax ruling is subject to certain factual
representations and assumptions. Neither we nor NDC are aware of any facts or
circumstances that would cause the representations and assumptions contained
in the tax ruling request made by NDC to be untrue.

If the distribution qualified under Section 355 of the Code but was
disqualified as tax-free to NDC because of certain post-distribution
circumstances, such as an acquisition of Global Payments within two years
after the distribution that, together with the distribution, is treated as
pursuant to a single plan, NDC would recognize taxable gain but the
distribution would generally remain tax-free to each NDC stockholder.

Although any U.S. federal income taxes imposed in connection with the
distribution generally would be imposed on NDC and its stockholders, we would
be liable for all or a portion of such taxes in the circumstances described
below. First, as part of the distribution, NDC and our company will enter into
a Tax Sharing and Indemnification Agreement. This agreement will generally
allocate, between NDC and us, the taxes and liabilities relating to the
failure of the distribution to be tax-free. In addition, under the Tax Sharing
and Indemnification Agreement, if the distribution fails to qualify as a tax-
free distribution under Section 355 of the Internal Revenue Code because of an
acquisition of our stock or assets, or some other action of ours, then we will
be solely liable for any resulting corporate taxes. For a more complete
discussion of the allocation of taxes and liabilities between NDC and us under
the Tax Sharing and Indemnification Agreement, please see "Relationship
Between NDC and Global Payments Following the Distribution--Tax Sharing and
Indemnification Agreement." Second, aside from the Tax Sharing and
Indemnification Agreement, under U.S. federal income tax laws, we and NDC
would be jointly and severally liable for NDC's federal income taxes resulting
from the distribution being taxable. This means that even if we do not have to
indemnify NDC for any tax liabilities if the distribution fails to be tax-
free, we may still be liable for any part of, including the whole amount of,
these liabilities and expenses if NDC fails to pay them.

We may incur greater costs as a stand-alone company that may cause our
profitability to decline

Prior to the distribution, our business was operated by NDC as a part of
its broader corporate organization rather than as a stand-alone company. NDC
assisted us by providing financing as well as other corporate and other
related allocated services. Following the distribution, NDC's obligation to
provide assistance to us will be governed by several agreements described in
"Relationship Between NDC and Global Payments Following the Distribution."
Under these agreements, NDC will provide us telecommunications and transaction
processing services, systems support, tax return preparation support, and
various corporate support services during a transition period. Because our
business has been operated as a part of NDC, we may not be able to
successfully implement the changes necessary to operate independently. Also,
we may indefinitely incur additional costs operating independently that will
cause our profitability to decline.

11
<PAGE>

We are in the process of creating our own business functions to replace the
business functions NDC provides us. We may incur additional costs in
implementing these changes. If we do not have in place our own business
functions or if we do not have agreements with other service providers once our
agreements with NDC expire, we may not be able to effectively operate our
business and our profitability may decline.

Our historical financial information may not be representative of our future
results as a separate company and, therefore, may not be reliable as an
indicator of our historical or future results

The historical financial information we have included in this information
statement may not reflect what our results of operations, financial position
and cash flows would have been had we been a stand-alone company during the
periods presented or what our results of operations, financial position and
cash flows will be in the future. This is because:

. our consolidated financial statements reflect allocations, primarily
with respect to corporate overhead, for services provided to us by NDC,
which allocations may not reflect the actual costs we would have
incurred or will incur for similar services as a stand-alone company;

. our consolidated financial statements reflect an estimated amount of
debt and related interest expense based on an estimate of the
appropriate allocation of financing costs, which allocations may not
reflect the actual costs we would have incurred or will incur as a
stand-alone company; and

. the financial information does not reflect changes that we expect to
occur in the future as a result of our separation from NDC, including
changes in how we fund our operations as well as tax and employee
matters.

Therefore, no assumptions regarding our future performance should be made
based on our consolidated financial statements. For additional information
about our past financial performance and the basis of presentation of our
consolidated financial statements, including our estimates of interest expense,
please see "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial
statements and the notes thereto included elsewhere in this information
statement.

Risks Relating to Global Payments

Our continued expansion in new and existing markets will be an important
factor to our future growth

Our future growth and profitability depends, in part, upon our continued
expansion within the electronic payments markets in which we currently operate,
the further expansion of these markets, the emergence of other markets for
electronic transaction processing and our ability to penetrate these markets.
As part of our strategy to expand into new and existing markets, we seek
acquisition opportunities and alliance relationships with other businesses that
will allow us to increase our market penetration, technological capabilities,
product offerings and distribution capabilities. We cannot predict whether we
will be able to successfully identify suitable acquisition and alliance
candidates in the future, or whether any acquisition will provide us with the
ability to expand into new markets.

Expansion into new markets is dependent upon the continued automation of
processing systems and demand for emerging payment alternatives. Our ability to
penetrate these markets depends upon our ability to apply our existing
technology or to develop new applications and to meet the particular service
needs of each new or expanded market. We cannot guarantee that markets for our
services will continue to expand and develop, that we will be successful in our
efforts to meet the demands of these markets, or that we will have adequate
financial, marketing and technological resources to penetrate new markets.

12
<PAGE>

We may spend significant resources developing and promoting new products that
may not be profitable

The market for our products and services is characterized by technological
change, new product introductions, evolving industry standards and changing
customer needs. We cannot ensure that we will be successful in developing and
marketing new products and services or that our products and services will
adequately meet the quickly changing demands of our customers. In addition, in
order to meet our customers' demands, we are continually involved in a number
of development projects. Because we cannot predict the time and cost required
in reaching certain research, development and engineering objectives, product
development initiatives could cost significantly in excess of our estimates,
and project development schedules could require extensions. In either of these
events, our profitability and overall results of operations could be adversely
affected. We believe that the future success of our business will depend in
large part upon our ability to maintain and enhance our current product and
service offerings and to continually develop and introduce new products and
services that will keep pace with technological advances and satisfy evolving
customer requirements. Further, we cannot ensure that we will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of these products and services. An inability to
develop and introduce new products and services in a timely manner, or an
unsuccessful new or updated product could materially adversely affect our
financial condition and results of operations.

We must continue to update our technological capabilities and develop new
products in order to compete

Transaction processing and value-added services and software application
products of the types that we offer have been characterized by rapidly
changing technology and the development of new products and services. Our
ability to remain competitive in our business and our future success will
depend, in part, on our ability to continue to implement technological
improvements and improve existing products and services offered to our
customers. We are committed to keeping pace with technological change and
developing new products and services for our customer base. We cannot assure
you, however, that we will be able to continue to incorporate new developments
in technology, to improve existing products and services or to develop
successful new products and services, nor can we be certain that our newly-
developed products and services will perform satisfactorily or be widely
accepted in the marketplace or that the costs involved in these efforts will
not be substantial.

Future acquisitions may pose integration, execution and financial risks to
our business

We expect to seek selective acquisitions as an element of our growth
strategy. It is possible that future acquisitions could have an adverse effect
upon our operating results, particularly in the fiscal quarters immediately
following the completion of such transactions, while the operations of the
acquired entities are being integrated into our operations. Acquisitions
involve risks that could cause our actual growth to differ from our
expectations. For example:

. we may not be able to identify suitable acquisition candidates or to
complete acquisitions on favorable terms;

. we may not be able to successfully integrate acquired businesses in a
timely manner. We may also incur substantial costs, delays or other
operational or financial problems during the integration process and our
operating results could be adversely affected during the integration
process; and

. we could incur additional indebtedness to finance acquisitions.

We are dependent on certain key personnel for the successful operation of our
business, and their loss and a search for replacements could affect our
financial performance

Our success depends to a significant extent on the continued service of
certain key personnel. The loss or interruption of the services of Global
Payments' senior management personnel or the inability to attract and retain
other qualified management, sales, marketing, technical and staff support
employees could also have an

13
<PAGE>

adverse effect on Global Payments. Global Payments intends to use a variety of
incentive plans to attract and retain key management personnel, including a
stock incentive plan, annual bonus plans, and a 401(k) plan. See "Management"
beginning on page 43.

We are dependent on NDC for the provision of critical telecommunications
services, network systems and other related services for the operation of our
business, and the failure of NDC to provide those services in a satisfactory
manner could affect our relationships with customers and our financial
performance

Under the terms of the Intercompany Systems/Network Services Agreement
between NDC and us, NDC will provide us with a continuation of the
telecommunication services from the carriers who have and will continue to
provide telecommunication services to NDC, including telecommunications
connectivity, engineering and procurement. In addition, NDC will supply us
with the necessary network systems services, including operations and
administrative services and computing hardware and software facilities,
technical support for transaction processing, cash management and file
transfer and communications hardware and software system services. See "The
Distribution--Intercompany Systems/Network Services Agreement." These
services, especially telecommunications services, are an essential
communications link between us and our customers and an essential component of
the services that we provide. If NDC should not continue to perform these
services efficiently and effectively, our relationships with our customers may
be adversely affected and customers may terminate their use of our services.
Over time, we intend to develop our own capacity to receive telecommunications
services directly from telecommunication carriers and hardware and software
facilities for the transaction processing, cash management, file transfer and
related communications functions that we will initially receive from NDC under
the Intercompany Systems/Network Services Agreement. If we are not able to
successfully develop such capacity prior to the expiration of our agreement
with NDC or if NDC does not provide such services in an efficient and
effective manner during the term of that agreement, we are not certain whether
we could locate alternative sources of such services, particularly
telecommunications services, or that, if available, such services would be
available on favorable terms.

Competition could damage our sales and profitability

If we are unable to compete successfully with providers of systems and
services similar to ours, we may lose significant revenue as we compete with
independent providers of similar systems and services. The markets in which we
offer our services are highly competitive with respect to functionality of
products and services, quality, price and innovation. Competition in the
electronic commerce markets affects our ability to attract new customers and
keep existing ones, hire qualified employees, and charge prices for our
products and services that will maximize our profitability. Some of our
competitors may have greater access to capital, marketing and technological
resources, and we cannot guarantee that we will be able to compete
successfully with them.

Continued consolidation in the banking industry may impact revenue levels

We market our credit and debit card transaction services through several
marketing channels, including banks. There has been and continues to be
significant consolidation in the banking industry. As a result of
consolidation, a bank that markets or utilizes our services may be acquired by
a bank or other company that competes with us or utilizes an alternative
provider thereby eliminating the need for our services. Additionally, the
increased purchasing power of larger consolidated organizations could lead to
reductions in the amounts these organizations are willing to pay for our
services. We cannot predict the overall impact of consolidation in the banking
industry, and it could have a material adverse effect on our business,
financial condition and results of operations.

We are dependent upon VISA and MasterCard certification and financial
institution sponsorship in order to conduct our business

In order to provide our transaction processing services, we must be
designated a certified processor by, and be a member service provider of,
MasterCard and an independent sales organization of VISA. This

14
<PAGE>

designation is dependent upon our being sponsored by member clearing banks of
both organizations and our continuing adherence to the standards of the VISA
and MasterCard associations. The member financial institutions of VISA and
MasterCard, some of which are our competitors, set the standards with which we
must comply. If we fail to comply with these standards, our designation as a
certified processor, a member service provider or as an independent sales
organization could be suspended or terminated. The termination of our member
service provider status or our status as a certified processor, or any changes
in the VISA and MasterCard rules that prevent our registration or otherwise
limit our ability to provide transaction processing and marketing services for
the VISA or MasterCard organizations would have an adverse effect on our
ability to provide our services and on our financial performance. We cannot
assure you that VISA and MasterCard will maintain our registrations or that
the current VISA and MasterCard rules allowing us to market and provide
transaction processing services will remain in effect.

Increases in credit card association fees may adversely affect our
profitability

From time to time, VISA and MasterCard increase the fees (interchange fees)
that they charge processors such as us. In the past, we have been able to pass
along these increased fees in our pricing to merchants. However, it is
possible that competitive practices will prevent our passing along all such
increased fees to our merchant customers in the future, which would result in
our absorbing a portion of such increases thereby increasing our operating
costs and reducing our profit margin, or that such increased fees may cause us
to lose some merchant customers.

We may incur liabilities and costs exceeding our reserves for charges
disputed by holders of credit and debit cards or due to merchant fraud

In certain circumstances, we may be responsible for paying charges disputed
by holders of credit or debit cards where we have provided the service that
processed the credit or debit transaction. Generally, our direct merchant
customers have liability for these charges; however, in the case of our
inability to collect from the merchant, whether due to merchant fraud,
insolvency or bankruptcy of the merchant, or otherwise, or if these charges
result from our error, we may be liable for the disputed charges. Based on our
historical loss experience, we have established reserves, which we believe to
be adequate, for estimated losses on these types of transactions, but we
cannot guarantee the adequacy of these reserves. Any losses in excess of
reserves could have a material adverse effect on our financial condition and
results of operations.

We may incur additional costs or liabilities and lose revenue as the result
of government regulation

In order to remain competitive and satisfy the requirements and needs of
our customers, we must remain informed of and adapt to new regulations
governing the transmission, use and processing of personal information in
electronic commerce and over the Internet. While our business does not
encompass the solicitation or collection of personal information from the
general public, our services involve the handling, transmission, verification
and processing of personal information of the customers of our clients. As
electronic commerce and the Internet continue to evolve, we expect that
federal, state and foreign governments will adopt laws and regulations
covering user privacy. The federal government has already enacted broad
legislation relating to user privacy in the Gramm-Leach-Bliley Act of 2000,
and regulations interpreting that Act are in the process of being adopted.
Although many of these regulations may not apply directly to our business, we
expect that laws regulating the solicitation, collection or processing of
personal or consumer information could indirectly affect our business. In
order for us to remain competitive and profitable, we must stay abreast of the
developments in this area to ensure that we are in compliance with any such
regulations, and to assure our clients that the use of our services will not
jeopardize their compliance with the same regulations. These efforts may
require the expenditure of significant sums in research and development and
investments in new technology and processes, and will require significant
attention from senior management.

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We may become subject to additional state taxes that cannot be passed through
to our merchant customers, in which case our profitability could be adversely
affected

Transaction processing companies like us may be subject to taxation by
various states on certain portions of our fees charged to customers for our
services. Application of this tax is an emerging issue in our industry and the
states have not yet adopted uniform regulations on this topic. If we are
required to pay such taxes and are not able to pass the tax expense through to
our merchant customers, our financial condition and results of operations
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 you may favor

Provisions of our Articles of Incorporation and By-laws, our Rights
Agreement and provisions of applicable Georgia law, which will be in effect
after the distribution, may discourage, delay or prevent a merger or other
change of control that shareholders may consider favorable. The provisions of
our Articles of Incorporation and By-laws, among other things, will

. divide our Board of Directors into three classes, with members of each
class to be elected in staggered three-year terms;

. limit the right of shareholders to remove directors;

. regulate how shareholders may present proposals or nominate directors
for election at annual meetings of shareholders; and

. authorize our Board of Directors to issue preferred shares in one or
more series, without shareholder approval.

Please see "Relationship Between NDC and Global Payments Following the
Distribution--Distribution Agreement," "Description of Global Payments Capital
Stock" and "Anti-takeover Effects of Our Articles of Incorporation, By-laws,
Rights Agreement and Georgia Law" for a more detailed description of these
agreements and provisions.

Also, under Section 355(e) of the Internal Revenue Code the distribution
would be treated as a taxable transaction if one or more persons acquire
directly or indirectly 50% or more of our or NDC's stock (measured by vote or
value) as part of a plan or series of related transactions that is linked to
the distribution under the rules of Section 355(e) of the Code. For this
purpose, any acquisitions of our stock or NDC stock within two years before or
after the distribution are presumed to be part of such a plan, although NDC or
we may be able to rebut that presumption. If such an acquisition of our stock
triggers the application of Section 355(e) of the Code, under the Tax Sharing
and Indemnification Agreement, we would be required to indemnify NDC for the
resulting tax. This indemnity obligation might discourage, delay or prevent a
change of control that shareholders may consider favorable. Please see "The
Distribution--Certain Federal Income Tax Consequences" and "Relationship
Between NDC and Global Payments Following the Distribution--Tax Sharing and
Indemnification Agreement" for a more detailed discussion of Section 355(e) of
the Code and the Tax Sharing and Indemnification Agreement.

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 your
return on shares you hold

The payment of dividends is at the discretion of our Board of Directors and
will be subject to our financial results, our working capital requirements,
the availability of surplus funds to pay dividends and restrictions under our
credit facility. No assurance can be given that we will be able to or will
choose to pay any dividends in the foreseeable future. See "Dividend Policy"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Credit Facility."

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We may experience volatility in our stock price

The market price of our common stock may experience significant volatility
from time to time. Such volatility may be affected by factors such as our
quarterly operating results or changes in the economy, financial markets or the
transaction processing industry, specifically, or the electronic commerce
industry in general. In recent years, the stock market has experienced extreme
price and volume fluctuations which has sometimes affected the market price of
the securities issued by a particular company which may be unrelated to the
operational performance of the company. This type of market effect could strike
our common stock price as well. In addition, we may be subject to securities
class action litigation if the market price of our stock experiences
significant volatility. Our management's attention and resources may be
diverted from normal operations if we would become subject to any securities
class action, which may have a material adverse effect on our business.

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THE DISTRIBUTION

On , 2000, NDC's Board of Directors declared a pro rata
distribution payable to the holders of record of NDC common stock at the close
of business on the record date of , 2000, of share of common
stock of Global Payments for every share of NDC common stock outstanding on the
record date. The distribution will be effected at 11:59 p.m., Eastern Standard
Time, on , 2000. NDC intends to distribute the Global Payments
shares by book entry. Instead of stock certificates, each NDC stockholder who
is a record holder of NDC shares will receive a statement of such stockholder's
book entry account for the Global Payments shares distributed to such
stockholder. Account statements reflecting ownership of the Global Payments
shares will be mailed shortly after the effective date of the distribution.
Global Payments shares should be credited to accounts with stockbrokers, banks
or nominees of NDC stockholders that are not record holders on or about
, 2000.

Reasons for the Distribution

The Boards of Directors and management of NDC and Global Payments believe
that the distribution is in the best interests of NDC and Global Payments and
NDC's stockholders. The distribution will likely enhance the ability of Global
Payments and NDC to focus on strategic initiatives and new business
opportunities, improve cost structures and operating efficiencies and design
equity-based compensation programs targeted to their own performance. In
addition, the Boards of Directors expect that the transition to an independent
company will increase our management's focus, provide us with greater access to
capital, and allow the investment community to measure our performance relative
to our peers.

The distribution will also give us direct access to capital markets. As part
of NDC, our business competed with NDC's other core business groups for capital
to finance expansion and growth opportunities. As a separate entity, we should
be in a better position to fund the implementation of our business strategy
since we will no longer be competing for capital with other NDC divisions. The
distribution will also enable us to provide our management and employees
incentive compensation in the form of equity ownership exclusively in Global
Payments, enhancing our ability to attract, retain and motivate key employees.

Manner of Effecting the Distribution

The general terms and conditions relating to the distribution are set forth
in a Distribution Agreement between NDC and Global Payments. For a detailed
discussion of the terms of the agreement see "Relationship Between NDC and
Global Payments Following the Distribution--Distribution Agreement" beginning
on page 22.

The distribution will be made on the basis of Global Payments share for
every share of NDC common stock outstanding on the record date. The actual
total number of Global Payments shares to be distributed will depend on the
number of NDC shares outstanding on the record date. Based upon the number of
NDC shares outstanding on , 2000, approximately Global
Payments shares will be distributed to NDC stockholders. Options to purchase
NDC shares held by NDC employees who will become Global Payments employees
will, under certain conditions, be replaced by options to purchase Global
Payments shares. See "Relationship Between NDC and Global Payments Following
the Distribution-- Employee Benefits Agreement" beginning on page 24. The
Global Payments shares will be fully paid and non-assessable and the holders
thereof will not be entitled to preemptive rights. See "Description of Global
Payments' Capital Stock" beginning on page 58.

NDC intends to use a book entry system to distribute the Global Payments
shares in the distribution unless the stockholder requests a stock certificate.
Following the distribution, each record holder of NDC stock on the record date
will receive from SunTrust Bank a statement of the Global Payments shares
credited to the stockholder's account. After the distribution, Global Payments
shareholders may request stock certificates from Global Payments' transfer
agent instead of participating in the book entry system.

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Fractional shares of Global Payments will not be issued. If a stockholder's
account is credited with a fractional NDC share as of the record date, the
distribution agent will aggregate all fractional Global Payments shares that
would otherwise have been credited to a stockholder's account into whole
shares, and sell such whole shares in the open market at then prevailing prices
on behalf of all stockholders entitled to receive fractional shares, who will
receive cash in the amount of their pro rata share of the total sale proceeds,
net of brokerage commissions. Such sales are expected to be made as soon as
practicable after the mailing of the account statements to NDC stockholders.

No NDC stockholder will be required to pay any cash or other consideration
for the Global Payments shares received in the distribution, or to surrender or
exchange NDC shares in order to receive Global Payments shares.

The distribution will not affect the number of, or the rights attaching to,
outstanding NDC shares. No vote of NDC stockholders is required or sought in
connection with the distribution, and NDC stockholders will have no appraisal
rights in connection with the distribution.

In order to receive Global Payments shares in the distribution, NDC
stockholders must be stockholders at the close of business on the record date.

Results of the Distribution

After the distribution, Global Payments will be a separate public company.
Immediately after the distribution, Global Payments expects to have
approximately holders of record of Global Payments shares and
approximately Global Payments shares outstanding, based on the
number of stockholders of record and outstanding NDC shares on
, 2000. The actual number of Global Payments shares to be
distributed will be determined as of the record date.

The distribution will not affect the number of outstanding NDC shares or any
rights of NDC stockholders.

Listing and Trading of the Global Payments shares

The Global Payments shares have been approved for listing on the New York
Stock Exchange, subject to official notice of issuance, under the symbol "GPN."
Prior to the distribution, we do not expect any public trading market for
shares to exist, except that beginning on , 2000, the Global
Payments shares are expected to trade on a "when-issued" basis on the New York
Stock Exchange for settlement when the distribution occurs on .
The term "when-issued" means trading in shares prior to the time the Global
Payments shares are actually available or issued. If the distribution
conditions are not satisfied and the Global Payments shares are not
distributed, all "when-issued" trading will become null and void. If the
distribution closes as planned, it is expected that "regular way" trading will
commence on , 2000 at 9:30 a.m. New York time. If you wish to sell
any Global Payments shares or NDC shares, you should make sure that your
stockbroker, bank or other nominee understands whether you want to sell NDC
shares, Global Payments shares, or both. Beginning on or about , 2000
and continuing through , 2000, New York Stock Exchange practices
should generally allow sales of NDC shares either together with the right to
receive the Global Payments shares in the distribution or without the right to
receive the Global Payments shares. A stockholder that sells NDC shares with
the right to receive the Global Payments shares will be required to deliver to
the buyer the Global Payments shares received in respect of such NDC shares in
the distribution. Stockholders should also be able to sell their rights to
receive Global Payments shares without selling NDC shares.

Sales of NDC shares with the right to receive the Global Payments shares
should generally settle in the three business day settlement period. Sales of
NDC shares without the right to receive the Global Payments shares and sales of
the Global Payments shares without NDC shares are expected to settle four
business days following the date account statements for the Global Payments
shares are mailed. Beginning about , 2000, stockholders should only
be able to sell NDC shares and Global Payments shares separately. You should
check with your broker or bank.

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We cannot give you any assurances as to whether the Global Payments shares
will be actively traded or as to the prices at which our shares will trade.
Some of the NDC stockholders who receive Global Payments shares may decide that
they do not want shares in a company that provides our products and services,
and may sell their Global Payments shares following the distribution. This may
delay the development of an orderly trading market in the Global Payments
shares for a period of time following the distribution. Until the Global
Payments shares are fully distributed and an orderly market develops, the
prices at which the Global Payments shares trade may fluctuate significantly
and may be lower or higher than the price that would be expected for a fully
distributed issue. Prices for Global Payments shares will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity of the market for the Global Payments shares, Global Payments'
results of operations, investors' perception of Global Payments, its products
and services, the amount of dividends that Global Payments pays, changes in
economic conditions in our industry and general economic and market conditions.

Following the distribution, NDC common stock will continue to be listed and
traded on the New York Stock Exchange under the symbol "NDC." As a result of
the distribution, the trading price of NDC common stock immediately following
the distribution will likely be lower than the trading price of NDC common
stock immediately prior to the distribution. Until the market has fully
analyzed the operations of NDC without the operations of Global Payments, the
prices at which NDC common stock trades may fluctuate significantly.

Global Payments shares distributed to NDC stockholders will be freely
transferable, except for Global Payments shares received by persons who may be
deemed to be "affiliates" of Global Payments under the federal Securities Act
of 1933. Persons who may be deemed to be affiliates of Global Payments after
the distribution generally include individuals or entities that control, are
controlled by, or are under common control with Global Payments and may include
certain directors, officers and significant shareholders of Global Payments.
Persons who are affiliates of Global Payments will be permitted to sell their
Global Payments shares only pursuant to an effective registration statement
under the Securities Act or an exemption from the registration requirements of
the Securities Act, such as the exemptions afforded by Section 4(1) of the
Securities Act and the brokerage sales provisions of Rule 144 thereunder. We
estimate that persons who may be deemed to be affiliates of Global Payments
immediately after the distribution will beneficially own approximately
Global Payments shares, or less than % of the outstanding
Global Payments shares.

Certain Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax
consequences of the distribution. It is not intended to address the tax
consequences for every NDC stockholder. In particular, this summary does not
cover state, local or non-U.S. income and other tax consequences. Accordingly,
stockholders are strongly encouraged to consult their individual tax advisors
for information on the tax consequences applicable to their individual
situations. In addition, stockholders residing outside of the United States are
encouraged to seek tax advice regarding the tax implications of the spin-off.

NDC has received a tax ruling from the IRS stating in principle that, among
other things, the distribution will qualify as a tax-free distribution under
Section 355 of the Internal Revenue Code. In accordance with this tax ruling:

. No gain or loss will be recognized by NDC upon the Distribution of
Global Payments common stock to NDC's stockholders.

. No gain or loss will be recognized by NDC's stockholders as a result of
their receipt of Global Payments common stock in the distribution except
to the extent that a stockholder receives cash in lieu of any fractional
shares.

. A NDC stockholder who receives cash as a result of the sale of a
fractional share of Global Payments common stock by the distribution
agent on behalf of such stockholder will be treated as having received
the fractional share in the distribution and then having sold the
fractional share. Accordingly, the stockholder will recognize gain or
loss equal to the difference between the cash received and the

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amount of tax basis allocable (as described below) to the fractional
share. Such gain or loss will be capital gain or loss if the fractional
share would have been held by the stockholder as a capital asset.

. A stockholder's tax basis in NDC common stock will be apportioned
between NDC common stock and Global Payments common stock received in
the distribution on the basis of the relative fair market values of the
shares at the time of the distribution.

. The holding period for capital gains purposes of Global Payments common
stock received in the distribution will include the holding period of
NDC common stock on which the distribution was made, provided that the
stockholder holds the NDC common stock as a capital asset on the date of
the distribution.

A tax ruling relating to the qualification of a spin-off as a tax-free
distribution within the meaning of Section 355 of the Code generally is
binding on the IRS. However, the continuing validity of a tax ruling is
subject to certain factual representations and assumptions. Neither we nor NDC
are aware of any facts or circumstances that would cause the representations
and assumptions contained in the tax ruling request made by NDC to be untrue.

If the distribution were not to qualify as a tax-free distribution within
the meaning of Section 355 of the Code, NDC would recognize taxable gain equal
to the excess of the fair market value of the Global Payments common stock
distributed to NDC's stockholders over NDC's tax basis in the Global Payments
common stock. In addition, each NDC stockholder who receives Global Payments
common stock in the distribution would generally be treated as receiving a
taxable distribution in an amount equal to the fair market value of Global
Payments common stock. If the distribution qualified under Section 355 of the
Code but was disqualified under Section 355(e) of the Code, NDC would
recognize taxable gain but the distribution would remain generally tax-free to
each NDC stockholder. For example, if there is an acquisition of Global
Payments within two years after the distribution that, together with the
distribution, is treated as pursuant to a single plan, NDC would recognize
taxable gain but the distribution would generally remain tax-free to each NDC
stockholder. Under Section 355(e) of the Code, the distribution will be
disqualified if one or more persons acquire directly or indirectly 50% or more
of our or NDC's stock (measured by vote or value) as part of a plan or series
of related transactions that is linked to the distribution under the rules of
Section 355(e) of the Code. We are not aware of any such transactions that
would violate Section 355(e) of the Code and, therefore, trigger a gain. In
addition, we and NDC have made representations in the Tax Sharing and
Indemnification Agreement that no transactions will occur in violation of
Section 355(e) of the Code. No assurance can be given, however, that such
transactions will not occur within the two year period following the
distribution. In the event that such transactions do occur, the party
violating the representations contained in the Tax Sharing and Indemnification
Agreement will indemnify the other for any resulting tax liability. Section
355(e) of the Code creates a rebuttable presumption that any acquisition that
occurred two years before or after a Section 355(a) distribution is part of
such a plan unless it is established that the distribution and acquisition are
not pursuant to a plan or series of related transactions.

Promptly following the distribution, NDC will send a letter to the holders
of NDC common stock who receive Global Payments common stock in the
distribution that will explain the allocation of tax basis between NDC common
stock and Global Payments common stock.

The foregoing is only a summary of the material U.S. federal income tax
consequences of the distribution under current law and is intended for general
information only. Each NDC stockholder should consult his or her tax advisor
as to the particular consequences of the distribution to such stockholder,
including the application of state, local and non-U.S. tax laws, and as to
possible changes in tax law that may affect the tax consequences described
above.

REASONS FOR FURNISHING THIS DOCUMENT

This information statement is being furnished solely to provide information
to NDC stockholders who will receive Global Payments shares in the
distribution. It is not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities of NDC or Global Payments. Neither
NDC nor Global Payments

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will update the information contained in this document except in the normal
course of their respective public disclosure practices. However, we will amend
this document if there is any material change in the terms of the distribution.

RELATIONSHIP BETWEEN NDC AND GLOBAL PAYMENTS
FOLLOWING THE DISTRIBUTION

For purposes of governing certain of the ongoing relationships between NDC
and Global Payments after the distribution and to provide for an orderly
transition to the status of two independent companies, we will enter into the
agreements described in this section with NDC. These agreements were
negotiated, before the distribution, and thus were negotiated between
affiliated parties. We anticipate that the terms of these agreements will
equitably reflect the benefits and costs of our ongoing relationship with NDC.

The forms of agreements summarized in this section are included as exhibits
to the Registration Statement on Form 10 that we have filed with the Securities
and Exchange Commission, and the following summaries are qualified in their
entirety by reference to the agreements as so filed. See "Where You Can Obtain
Additional Information" beginning on page 64.

Distribution Agreement

We will enter into a Distribution Agreement with NDC which details among
other things the principal corporate transactions required to effect the
distribution and certain other agreements relating to the continuing
relationship between us and NDC after the distribution.

The Distribution Agreement provides that on or prior to the effective date
of the distribution, NDC will have contributed to Global Payments all of the
issued and outstanding capital stock of National Data Payment Systems, Inc.,
Global Payment Holding Company, NDC Holdings (UK) Ltd., and Merchant Services
USA, Inc., as well as a 0.85% general partnership interest in GPS Holding
Limited Partnership, which together with their respective subsidiaries we refer
to as the Global Payments Subsidiaries, and all assets, including intellectual
property used in the conduct of NDC's electronic transaction processing and
information systems and services business; and we will have issued to NDC that
number of Global Payments shares equal to the amount of shares to be
distributed in the distribution.

The Distribution Agreement also provides generally that all assets and
liabilities of Global Payments and the business of providing electronic
transaction processing and information systems and services conducted by NDC
prior to the distribution will be vested solely in Global Payments after the
distribution. NDC will have no interest in the assets and business of Global
Payments and will have no obligation with respect to the liabilities of the
business after the distribution. Similarly, Global Payments and its
subsidiaries will have no interest in the assets of NDC's other businesses and
will have no obligation with respect to the liabilities of NDC's businesses
after the distribution.

Under the Distribution Agreement and effective as of the date of the
distribution, we will assume, and will agree to indemnify NDC against, all
liabilities, litigation and claims, including related insurance costs, arising
out of our business, and NDC will retain, and will agree to indemnify us
against, all liabilities, litigation and claims, including related insurance
costs, arising out of NDC's businesses, excluding the NDC eCommerce business
segment. The foregoing obligations will not entitle an indemnified party to
recovery to the extent any such liability is covered by proceeds received by
such party from any third party insurance policy.

The Distribution Agreement provides that the distribution will not occur
until all of the following conditions are satisfied or waived by the NDC Board
of Directors:

. A favorable tax ruling shall have been received from the IRS;

. All necessary regulatory approvals shall have been received;

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. The registration statement on Form 10, of which this information
statement is a part, shall have become effective under the federal
Securities Exchange Act;

. The Global Payments Board of Directors named in this information
statement shall have been elected and the Global Payments Articles of
Incorporation and By-laws shall have been adopted and be in effect;

. The Global Payments common stock shall have been approved for listing on
the New York Stock Exchange, subject to official notice of issuance;

. We shall have entered into an agreement establishing our new credit
facility;

. We shall have performed our obligations under the Distribution
Agreement; and

. No order shall have been issued, or be in effect, by any court
preventing consummation of the distribution.

Neither we nor NDC are aware of any material consent that is required in
order to complete the distribution, except those otherwise listed above as
separate conditions. The tax ruling, the financing commitment, the
effectiveness of the Form 10 and the approval for listing on the New York Stock
Exchange of the Global Payments common stock have been received.

Following the satisfaction or waiver of the conditions enumerated above, the
Distribution Agreement provides that on or prior to the effectiveness of the
distribution, NDC will deliver to the distribution agent a certificate or
certificates representing all of the outstanding shares of Global Payments
common stock. NDC will instruct the distribution agent to distribute those
shares on , 2000 or as soon thereafter as practicable in a proportion
equal to share of Global Payments common stock for every share of NDC
common stock outstanding as of , 2000.

Tax Sharing and Indemnification Agreement

We will enter a Tax Sharing and Indemnification Agreement with NDC that will
govern the allocation between the companies of federal, state, local, and
foreign tax liabilities and related tax matters, such as the preparation and
filing of tax returns and tax contests, for the taxable periods before and
after the distribution.

The Tax Sharing and Indemnification Agreement has the following provisions
that concern events which might occur after the distribution that could have an
adverse affect on the tax treatment of the distribution:

. Each company will be responsible for, and will indemnify the other
company from and against, any tax liability resulting from any action
that may be inconsistent with the tax treatment of the contributions to
capital and the distribution as contemplated in the IRS Private Letter
Ruling Request.

. Each company will be responsible for, and will indemnify the other
company from and against, any tax liability resulting from any breach of
a factual statement or representation made by such indemnifying company
to the Internal Revenue Service in connection with the IRS Private
Letter Ruling Request.

. Unless a company obtains (i) the receipt of a private letter ruling from
the IRS or an opinion from tax counsel that such transaction will not
affect the tax treatment of the contributions to capital and the
distribution or (ii) the consent of the other party to the Tax Sharing
and Indemnification Agreement, such company may not engage in any of the
following transactions during the two year period following the date of
distribution: (A) the liquidation or merger with another corporation,
(B) the issuance of more than 35% of the company's capital stock, (C)
the redemption, purchase, or reacquisition of the company's own capital
stock, (D) the disposition or sale, other than in the ordinary course of
business, of more than 40% of the assets constituting the company's
current trades or business being relied upon in the IRS Private Letter
Ruling Request, (E) the discontinuance of the active conduct of the
company's current trades or businesses being relied upon in the IRS
Private

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Letter Ruling Request; or (F) any other transaction resulting in the
direct or indirect acquisition of the indemnifying company's stock
representing 50% or greater interest in such company within the meaning
of Section 355(e) of the Internal Revenue Code. If a company enters into
any of these transactions, such company will be responsible for, and
will indemnify the other company from and against, any tax liability
resulting from any such transaction.

The Tax Sharing and Indemnification Agreement also contains the following
technical provisions:

. We generally will be responsible for the respective federal income tax
liabilities attributable to any of the Global Payments' Subsidiaries
relating to all taxable periods. Accordingly, we will indemnify NDC and
its subsidiaries against any such tax liabilities attributable to any of
our subsidiaries.

. Similarly, NDC generally will be responsible for the respective federal
income tax liabilities attributable to NDC or its subsidiaries relating
to all taxable periods. Accordingly, NDC will indemnify us and our
subsidiaries against any such tax liabilities attributable to any of
NDC's remaining subsidiaries.

. We will be responsible for, and will pay directly to the applicable
taxing authority, any state or foreign tax liability that is computed by
reference to the assets or activities of any member of our affiliated
group. To the extent any state or foreign taxes are calculated by
reference to the assets or activities of the members of our and NDC's
affiliated groups, we will be responsible for, and will pay NDC, an
amount equal to our taxes computed as if we had never been included in
NDC's affiliated group and as if we had filed our own return.

. Any tax refund or tax benefit received by either company that is on
account of or otherwise attributable to the other company will be paid
by the receiving company to the other company.

. Following the distribution, the company to which a tax return relates
generally will be responsible for preparing and filing such return, with
the other company providing the requisite information, assistance, and
cooperation.

. Each company generally will be responsible for handling, settling, and
contesting any tax liability for which it is liable under the terms of
the Tax Sharing and Indemnification Agreement.

Employee Benefits Agreement

We will enter into an Employee Benefits Agreement with NDC concerning our
employee benefits obligations, including both compensation and benefits, with
respect to our employees in connection with the distribution. Under the
agreement, we will assume certain liabilities for pension, welfare and other
employee benefits with respect to our employees and agree to establish certain
benefit plans for these individuals.

The Employee Benefits Agreement does not preclude us from discontinuing or
changing such plans, or establishing any new plans, at any time after the
distribution. In addition, the Employee Benefits Agreement represents an
agreement between NDC and us and does not create or establish any contract
with, or other right or interest of, any of our employees or those of NDC or
any other party with respect to employee benefits.

Retirement Plans

Effective before or immediately after the distribution, we will establish
our own qualified defined benefit pension plan, qualified defined contribution
plan under Section 401(k) of the Code, and nonqualified supplemental executive
retirement plan, which generally will be the same as NDC's respective plans as
in effect at that time. NDC will transfer to the Global Payments defined
benefit pension plan a proportionate share of assets allocable to the accrued
benefits for our employees under the NDC defined benefit pension plan. NDC
also will transfer to the Global Payments 401(k) plan assets equal to the
account balances under the NDC 401(k) plan of our employees. We will recognize
the service and compensation of our employees that was recognized previously
by the NDC retirement plans.

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Effective as of the date of the distribution, our pilot supplemental
executive retirement plan will assume and we will be solely responsible for the
liabilities under the NDC supplemental executive retirement plan with respect
to the applicable employees. NDC will have no liability after the effective
date of the distribution for the accrued benefits of any Global Payments
employee under the NDC supplemental executive retirement plan.

Health and Welfare Plans

As of the distribution, we will assume all liabilities and responsibilities
for providing health and welfare benefits to our employees. Prior to the
distribution, we understand that NDC will use its best efforts to have each
insurance carrier that insures a NDC health or welfare plan issue a policy to
us that is identical to the respective NDC policy.

Stock and Incentive Compensation Plans

In addition to the plans discussed above, we will establish certain
nonqualified stock and incentive compensation plans and arrangements similar to
those currently offered by NDC. These plans and arrangements include a long-
term incentive plan providing for stock options and awards of restricted stock
for employees and a stock option plan for non-employee directors. The treatment
of awards or grants to our employees under NDC's stock-based plans is described
below. We further intend to establish an employee stock purchase plan under
Section 423 of the Code for our employees that will allow them to invest in our
future growth by purchasing Global Payments stock at a discount to market
prices.

Stock Options

Pursuant to the Employee Benefits Agreement, each stock option for NDC
common stock granted under any of NDC's stock option plans and outstanding as
of the date of the distribution will be adjusted to reflect the distribution as
described below.

Each NDC option will be adjusted to reflect the effect of the distribution
by multiplying the number of shares by a fraction, the numerator of which is
the fair market value of one share of NDC common stock immediately before
giving effect to the distribution, determined by reference to the closing price
of the NDC common stock trading "regular way" as reported on the New York Stock
Exchange on the day prior to the "ex-dividend" date (the "NDC Pre-distribution
Stock Value"), and the denominator of which is the fair market value of one
share of NDC common stock immediately after giving effect to the distribution,
determined by reference to the opening price of the NDC common stock trading
"regular way" as reported on the New York Stock Exchange on the "ex-dividend"
date (the "NDC Post-Distribution Stock Value"), and rounding down to the
nearest whole share. Similarly, the exercise price of the NDC option will be
divided by the same fraction and rounded up to the nearest cent. Each adjusted
NDC option will otherwise have the same terms and conditions as were applicable
to the NDC option as of the close of the distribution.

For purposes of the option plans, each of our employees will be treated as
if their employment had been terminated by NDC as of the date of the
distribution. Therefore, any unvested NDC option held by a Global Payments
employee will expire by its terms on the distribution date and, in most cases,
any vested NDC option held by a Global Payments employee will expire 90 days or
less after the distribution. However, to the extent that any Global Payments
employee forfeits an NDC option as a result of the distribution, either because
the NDC option was unvested or because it was voluntarily surrendered to NDC as
of the distribution date, Global Payments will replace such forfeited NDC
option with an option to acquire Global Payments common stock. Each replacement
Global Payments stock option will have an aggregate intrinsic value equal to or
less than the aggregate intrinsic value of the forfeited NDC option. Each
replacement Global Payments option will have the same vesting and terms as the
forfeited NDC option it replaces, except that:

. the Global Payments option will be exercisable for the largest number of
whole shares of Global Payments common stock determined by multiplying
the number of shares of NDC common stock underlying the forfeited NDC
option by a fraction, the numerator of which is the NDC Pre-

25
<PAGE>

Distribution Stock Value, and the denominator of which is the fair
market value of one share of Global Payments common stock immediately
after giving effect to the distribution, determined by reference to the
opening price of the Global Payments common stock trading "regular way"
as reported on the New York Stock Exchange on the "ex-dividend" date
(the "Global Payments Stock Value"); and

. the exercise price for the Global Payments option will equal the
quotient obtained by dividing the exercise price of the forfeited NDC
option by the same fraction, and rounding up to the nearest cent.

Because Mr. Yellowlees will have continuing responsibilities with Global
Payments after the distribution as the Chairman of our Board of Directors, his
NDC options (other than those that will expire shortly after the distribution,
which will be adjusted as provided above) will be split into options to acquire
Global Payments common stock and NDC common stock. His NDC options will be
adjusted by dividing the exercise price by a fraction, the numerator of which
is the NDC Pre-Distribution Stock Value, and the denominator of which is the
NDC Post-Distribution Stock Value, and rounding up to the nearest cent. All
other terms of his NDC options, including the number of NDC shares underlying
the option, and time for vesting and exercise, will remain unchanged.

In addition, for each NDC option held by Mr. Yellowlees at the close of the
distribution (other than his NDC options that will expire shortly after the
distribution), Global Payments will grant to him an option to acquire the
largest number of whole shares of Global Payments common stock determined by
multiplying the number of option shares underlying his NDC option by the number
of shares of Global Payments common stock to be distributed for each one share
of NDC common stock in the distribution. The exercise price of such Global
Payments option will be determined by dividing the pre-adjustment exercise
price of his NDC option by a fraction, the numerator of which is the NDC Pre-
Distribution Stock Value, and the denominator of which is the Global Payments
Stock Value, and rounding up to the nearest cent. All other terms of his Global
Payments options, including the time for vesting and exercise, will be the same
as in his adjusted NDC options. The aggregate intrinsic value of Mr.
Yellowlees' Global Payments options and NDC options immediately after giving
effect to the distribution will not be greater than the aggregate intrinsic
value of his NDC options immediately before giving effect to the distribution.

Restricted Stock Awards

Restricted stock awards held by NDC employees at the date of the
distribution will not be affected by the distribution, except that the holders
thereof will receive a distribution of Global Payments common stock as part of
the distribution. Such shares of Global Payments common stock will bear the
same restrictions and risks of forfeiture as apply to the shares of restricted
NDC common stock as to which they were distributed.

For purposes of the restricted stock awards, each Global Payments employee
will be treated as if their employment had been terminated by NDC as of the
date of the distribution. To the extent that any Global Payments employee
forfeits an NDC restricted stock award as a result of the distribution, either
because the award is automatically forfeited upon the holder's termination of
employment from NDC or because the award was voluntarily surrendered to NDC as
of the date of the distribution, we will replace such forfeited NDC restricted
stock award with a replacement Global Payments restricted stock award. Such
replacement award will consist of the largest whole number of shares of Global
Payments common stock determined by dividing the fair market value of the
forfeited NDC restricted stock award immediately before giving effect to the
distribution by the Global Payments Stock Value. Such replacement Global
Payments restricted stock awards will have the same restrictions, terms and
conditions (including the remaining vesting periods) as were applicable to the
corresponding forfeited NDC restricted stock awards, except that references to
employment will refer to employment by us or our affiliates rather than by NDC
or its affiliates. NDC will use reasonable efforts to cancel any certificates
in such Global Payments employees' names with respect to restricted shares of
NDC common stock.

26
<PAGE>

Employee Stock Purchase Plan

NDC intends to terminate its current employee stock purchase plans at the
earlier of the date of the distribution or the end of the current offering
period. Until then, our employees will continue to be eligible for
participation in the NDC employee stock purchase plans. Effective as of the
date of the distribution (or such other date as we and NDC may mutually agree),
we and NDC will each establish substantially similar employee stock purchase
plans for the benefit of our respective employees after the distribution.

Real Estate Agreements

Headquarters Lease Agreement

We will enter into a lease agreement with NDC for approximately 85,000
rentable square feet of space owned by NDC in Building I of National Data
Plaza. The term of the lease will be for three years, at fair market rental
rates. We will also have the non-exclusive right to use the cafeteria, as well
as the conference rooms on the first floor of Building II. The lease will be a
full service lease, with NDC responsible for performance of all maintenance and
repair as well as payment of all utility costs and real property taxes
associated with Building I. NDC will provide us with an allowance to be applied
toward the cost of re-modeling work as well as additional work required by us
and approved by NDC.

Additional Office Space (Subleases and Assignments)

We will enter into a sub-lease agreement with NDC whereby we will sub-lease
a portion of NDC's existing office space located in San Diego, California. We
will also enter into two sub-leases whereby NDC will sub-lease portions of our
existing office spaces in Toronto, Ontario and St. Louis, Missouri. All three
of these sub-lease agreements will be "pass through" subleases with the
applicable sublessee assuming the obligations of the existing lease (as in
effect on the date of the distribution) with respect to the subleased space. In
addition, we will be taking an assignment of several other NDC office space
leases around the country.

27
<PAGE>

Intercompany Systems / Network Services Agreement

The Services. We will enter into an exclusive Intercompany Services
Agreement with NDC for telecommunications services, and transaction processing
services and support.

As part of the telecommunications services under the agreement, we will
continue to receive telecommunications service from the carriers that will
continue to provide telecommunication services to NDC. In addition, NDC will
supply us with the necessary telecommunications connectivity, engineering,
procurement, operations and administrative services.

The transaction processing services include facilities, operations, and
technical support for transaction processing and file transfer services.

NDC intends to segregate and split our local area network and wide area
network support and engineering, email support, customer service system
support, financial systems support, UNIX/NT engineering, and personal computer
and printer support functions to us prior to the distribution. In the event
that there are some of these functions that have not been transferred at the
time of the distribution, then NDC will continue to support these functions for
a period not to exceed twelve months (24 months in the case of human resources
and payroll systems).

Allocation of Costs. We will be charged for our use of the services based on
an allocation of costs. Where technology and services are shared by NDC and us,
we will pay a percentage of NDC's overall costs based on our share of the
aggregate costs. Where services are provided by NDC to us exclusively, rather
than being shared, we will pay NDC the direct cost of the services. Other
services will be charged to us based on NDC's actual manpower costs to provide
the services, including all costs directly associated with such manpower.

Our allocation of costs will be calculated at the beginning of each fiscal
year, based on the projected use of shared technology services. Actual costs
allocated to us will be based on actual costs expended by NDC to provide our
technology needs. In the case of telecommunications services, where services
are provided exclusively to us as identified by the carrier in its billing to
NDC, we will pay those specific charges; otherwise, costs will be allocated
based on proportionate usage. If our actual use of services is less than
projected, our cost will decrease as long as NDC is not subject to third party
contract minimums.

Acknowledgement of certain principles relating to shared systems. In the
agreement, we acknowledge certain principles relating to the fact that the
services NDC will provide will utilize shared systems:

. the computing services will be provided to us by NDC using the same
integrated and networked system that provides similar services to NDC;

. the telecommunications services will be managed and supervised as part
of similar services obtained for NDC's business using the same
integrated and networked system;

. the costs to both parties to obtain telecommunications services will
likely increase if the parties are unable to take advantage of their
combined volume needs;

. the parties are sharing systems, and diminution of quality, or
performance will impact both parties equally; and

. NDC is not providing the services to make a profit.

28
<PAGE>

Term of the Agreement. The initial term of the agreement is three years,
with an option to renew for up to two additional years. If, with our consent,
NDC enters into new contracts for telecommunications services or renews an
existing contract for such services in order to provide telecommunications
services to us, and that contract expires after the term, then our services
agreement with NDC will be extended until such contract expires. The contract
will also be extended if we ask for termination assistance services that extend
beyond the contract term.

Termination for Convenience. We can terminate the entire services agreement
for convenience by giving NDC at least one year's advance notice and paying the
termination fee. The termination fee will include all costs incurred or to be
incurred by NDC as a result of such early termination, including lease
termination expenses, the balance of software license or maintenance
agreements, personnel costs, and the impact of NDC's inability to meet
telecommunications contract minimums.

Service Levels. NDC will use commercially reasonable efforts to provide the
services at a level of quality consistent with the quality and practices during
the twelve-month period prior to the distribution and in accordance with
identified service levels.

29
<PAGE>

Jointly Owned Software. NDC has internally developed certain software, some
of which supported NDC's business and our business. The shared software will be
jointly owned by NDC and us, but each party's use of it will be subject to
certain restrictions. NDC will not be permitted to use the shared software to
operate any business substantially similar to our ecommerce business (except to
perform the services for us). We will not be permitted to use the shared
software to operate any business substantially similar to the health care
information services business of NDC. Neither of us may sell nor license the
shared software to any third party without the consent of the other party.

Batch Processing Agreement

We will enter into a Batch Processing Agreement with NDC for a transition
period pursuant to which we will provide NDC with batch claims processing,
printing services, backup tapes, system backup and offsite storage services,
that are currently performed on systems that we own. The services will be
provided to NDC based on an allocation of costs. The term of the agreement is
for eighteen months.

Transition Support Agreement

We will enter into a Transition Support Agreement with NDC prior to the date
of distribution under which, in exchange for the fees specified in such
agreement, NDC will agree to continue to provide tax return preparation, stock
option administration services, and certain other administrative services, and
we will agree to provide certain administrative services to NDC. The Transition
Support Agreement will provide that each of Global Payments and NDC will
undertake to provide the same degree of care and diligence as each of us use in
providing these services to our businesses and subsidiaries. Provision of
services under the Transition Support Agreement will terminate no later than
three years following the effective date of the distribution.

30
<PAGE>

CAPITALIZATION

The following table sets forth our historical and proforma consolidated debt
and capitalization at May 31, 2000. This data should be read in conjunction
with our historical consolidated balance sheet and the notes thereto, appearing
elsewhere in this information statement. The proforma information set forth
below gives effect to the distribution as if it had occurred on May 31, 2000.
The proforma information may not necessarily reflect the debt and
capitalization of Global Payments in the future or as it would have been had we
been a separate, independent company at May 31, 2000 or had the distribution
actually been effected on such date.

Based upon the relative financial conditions, results of operations and
prospects of NDC and Global Payments, NDC determined that $96.1 million would
be an appropriate allocation to Global Payments of the existing NDC debt at May
31, 2000. Accordingly Global Payments will make a cash dividend payment to NDC
at the time of the distribution equal to $96.1 million adjusted for the net
cash contributions of eCommerce operations between June 1 and the actual date
of the distribution. We have a commitment for an unsecured $ million
revolving line of credit. It will fund a cash dividend payable to NDC to
reflect our share of NDC's pre-distribution debt used to establish our initial
capitalization. This line of credit will also be used to meet our working
capital and acquisition needs after the distribution. Consistent with the
allocation of NDC debt at May 31, 2000, NDC utilized a rollback approach to
allocate the anticipated portion of the NDC consolidated groups debt for all
historical periods. This treatment records the current proposed debt allocation
percentage for all historical periods.

<TABLE>
<CAPTION>
May 31, 2000
----------------------
Historical Proforma(1)
---------- -----------
(In thousands except
share data)
<S> <C> <C>
Line of credit from NDC.............................. $ 96,125 --
Line of credit....................................... -- $ 96,125
Long-term debt, excluding current portion............ -- --

Shareholder's Equity:
NDC equity investment............................... 121,250 --
Preferred stock, no par value, 5,000,000 authorized,
none issued........................................ -- --
Common stock, no par value, 200,000,000 shares
authorized, none issued and outstanding (actual)
and issued and outstanding (proforma) ....... -- --
Paid in capital(2).................................. -- 121,250
Cumulative translation adjustment................... (365) (365)
Total Shareholder's Equity........................... 120,885 120,885
-------- --------
Total Capitalization................................. $217,010 $217,010
======== ========
</TABLE>

--------
(1) Proforma consolidated debt and capitalization at May 31, 2000 presents the
financial condition of Global Payments as if the distribution and related
transactions had occurred on May 31, 2000.

(2) The NDC equity investment will be classified as Paid in capital at the time
of the distribution.

31
<PAGE>

DIVIDEND POLICY

Our dividend policy will be set by our Board of Directors after the
effective date of the distribution. The declaration and payment of dividends is
at the discretion of our Board of Directors and will be subject to our
financial results and the availability of surplus funds to pay dividends.
Georgia law prohibits us from paying dividends or otherwise distributing funds
to our shareholders, except out of legally available funds. No such
distribution may be made if as a result the company would not be able to pay
its debts as they become due in the usual course of business or its total
assets would be less than the sum of its total liabilities plus the amount that
would be needed, if the company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution.

The amount of any quarterly cash dividends will depend on a number of
factors, including our financial condition, capital requirements, results of
operations, future business prospects and other factors our Board may deem
relevant, including restrictions on our ability to declare and pay dividends
and distributions on the Global Payments shares. We may, but cannot assure you,
that we will pay cash dividends on our stock in the future. We also cannot
assure you that such dividends, if commenced, will be at a rate equivalent to
that currently paid by NDC or that such dividends will not be increased,
decreased or terminated.

32
<PAGE>

SELECTED FINANCIAL DATA

The selected historical consolidated financial data of Global Payments Inc.
set forth below is qualified in its entirety by, and should be read in
conjunction with, our consolidated financial statements, including the notes
thereto, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this information statement. The
income statement data for each of the three fiscal years ended May 31, 2000 and
the balance sheet data as of May 31, 2000 and May 31, 1999 are derived from,
and are qualified by reference to, the consolidated financial statements
included elsewhere in this information statement.

We were formed in September, 2000 for the purpose of taking title to the
stock of the NDC subsidiaries operating its eCommerce business. We do not have
a recent operating history as an independent company. Our historical
consolidated financial statements contained in this document reflect periods
during which neither we nor any of our subsidiaries operated as an independent
company, and certain assumptions were made in preparing such financial
statements. Therefore, the historical consolidated financial statements may not
necessarily reflect the consolidated results of operations or financial
position that would have existed had we been an independent company.

The financial information we have included in this information statement
reflects the historical results of operations and cash flows of the businesses
of NDC which comprise Global Payments with adjustments made for corporate
services provided to us by NDC and interest expense and related debt based on
the current proposed debt allocation percentage. Operating costs and expenses
reflect direct charges of the eCommerce business together with certain
allocations by NDC for corporate services, communication and other shared
services that have been charged to our company based on usage or other
methodologies appropriate for such expenses. The cost of these services charged
to us may not reflect the actual costs we would have incurred for similar
services as a stand-alone company.

<TABLE>
<CAPTION>
Selected Financial Data
------------------------------------------------
Year Ended May 31,
------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Revenue................... $340,033 $330,051 $291,547 $257,679 $180,924
Operating expenses:
Cost of service.......... 181,479 169,805 153,518 142,479 95,588
Sales, general and
administrative.......... 95,342 83,571 80,055 75,622 61,315
-------- -------- -------- -------- --------

Operating income.......... 63,212 76,675 57,974 39,578 24,021
Other income (expense),
net...................... (9,440) (10,074) (7,366) (3,134) 2,261
-------- -------- -------- -------- --------

Earnings before income
taxes.................... 53,772 66,601 50,608 36,444 26,282
Provision for income
taxes.................... 20,725 25,265 19,531 13,811 8,715
-------- -------- -------- -------- --------

Net income................ $ 33,047 $ 41,336 $ 31,077 $ 22,633 $ 17,567
======== ======== ======== ======== ========

Basic earnings per
share(1)................. $ 0.99 $ 1.23 $ 0.97 $ 0.74 $ 0.59

Total assets.............. $276,067 $267,604 $259,518 $245,713 $239,928

Line of Credit from NDC... $ 96,125 $ 89,375 $109,375 $ 71,875 $ 15,000

Long-term obligations..... $ 7,232 $ 15,774 $ 6,616 $ 5,067 $ 7,876

Total shareholder's
equity.................... $120,885 $108,013 $ 84,896 $104,044 $168,861
</TABLE>

--------
(1) Assumes a distribution ratio of one share of Global Payments common stock
for each share of NDC common stock held. The actual ratio has not yet been
determined.

33
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Selected
Financial Data," and the other financial information appearing elsewhere in
this information statement. Except for the historical information contained
herein, the discussions in this document contain forward-looking statements
that involve risks and uncertainties. Our actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed under
"Risk Factors" beginning on page 10, as well as those discussed elsewhere in
this information statement.

General

We are one of the largest independent electronic transaction processing
service providers in the world. We provide a wide range of value-added, end-to-
end electronic commerce solutions to merchants, corporations, financial
institutions and government agencies. We market our products and services
through a variety of distinct sales channels including a sizable, dedicated
direct sales force, independent sales organizations, independent sales
representatives, an internal telesales group, alliance bank relationships and
financial institutions. We have a high percentage of recurring revenues and
process over 1.6 billion transactions per year servicing more than 775,000
merchant locations.

We operate three principal business categories of products and services:
direct merchant services, indirect merchant services and electronic funds
transfer. These categories offer customers a broad range of end-to-end
electronic commerce products and services, including credit and debit card
authorization and transaction data capture, settlement and funding, charge back
processing, customer support services, risk management, business-to-business
purchasing card services, check guarantee, check verification and recovery
services, merchant accounting, terminal management services, card issuing
services, cash management and electronic funds transfer services, management
information and deposit reporting, financial electronic data interchange and
Internet-based tax payment processing.

Components of Income Statement

We derive our revenues from three primary sources: (i) charges based on
volumes and fees for merchant services; (ii) charges based on transaction
quantity; and (iii) equipment sales, leases and service fees. Revenues
generated by these areas depend upon a number of factors, such as demand for
and price of our services, the technological competitiveness of our product
line, our reputation for providing timely and reliable service, competition
within our industry, and general economic conditions.

Cost of service consists primarily of the cost of network telecommunications
capability, transaction processing systems and personnel to develop and
maintain applications, and operate computer networks. Sales, general and
administrative expenses consist primarily of salaries, wages and related
expenses paid to sales, customer support and administrative employees and
management, commissions to independent contractors, advertising costs, employee
training costs, occupancy of leased space directly related to sales or service,
loss reserves and other selling expenses.

Other income and expense consists of interest expense and other
miscellaneous items of income and expense.

Our earnings before interest, taxes, depreciation and amortization, or
EBITDA, is defined as operating income plus depreciation and amortization and
restructuring and impairment charges. This statistic and its results as a
percentage of revenue may not be comparable to similarly titled measures
reported by other companies. However, we believe this statistic is a relevant
measurement and provides a comparable cash earnings measure, excluding the
impact of the amortization of acquired intangibles and potential timing
differences associated with capital expenditures and the related depreciation
charges.

34
<PAGE>

Results Of Operations

Fiscal Year Ended May 31, 2000 Compared to Fiscal Year Ended May 31, 1999

The following table provides comparisons of our results of operations for
fiscal years 2000 and 1999:

<TABLE>
<CAPTION>
2000 1999
--------------------- --------------------- 2000 vs.
% of % of 1999
Actual Revenue Actual Revenue Change
------------- ------- ------------- ------- --------
(in millions) (in millions)
<S> <C> <C> <C> <C> <C>
Revenue................. $340.0 $330.1 3 %
Operating expenses:
Cost of service........ 181.5 53 % 169.8 52 % 7 %
Sales, general and
administrative........ 95.3 28 % 83.6 25 % 14 %
------ --- ------ --- ---

Operating income........ 63.2 19 % 76.7 23 % (18)%

Other income (expense).. (9.4) (3)% (10.1) (3)% (7)%
------ --- ------ --- ---

Earnings before income
taxes.................. $ 53.8 16 % $ 66.6 20 % (19)%
====== === ====== === ===

Depreciation and
Amortization........... $ 20.0 6 % $ 19.9 6 % -- %

EBITDA.................. $ 83.2 24 % $ 96.6 29 % (14)%
</TABLE>

Our revenue increase of $9.9 million or 3% in fiscal 2000 reflects high
single digit growth in the primary direct merchant services and nominal growth
in the primary indirect merchant services partially offset by declines in
electronic funds transfer and other secondary businesses compared to the prior
year. The growth in the primary businesses is due primarily to the addition of
new direct and indirect merchant relationships coupled with increased usage of
credit cards, debit cards and checks from existing customers.

Cost of service increased $11.7 million or 7% in fiscal 2000 from the prior
year. As a percentage of revenue, cost of service increased to 53% in fiscal
2000 compared to 52% in the prior year. These increases are primarily due to a
change in the product and service revenue mix coupled with investments in
infrastructure.

Sales, general and administrative expenses increased $11.7 million or 14% in
fiscal 2000 from the prior year. As a percentage of revenue, these expenses
increased to 28% for fiscal 2000 compared to 25% in the prior year. These
increases are primarily due to investments in distribution channel expansion,
sales staffing and programs, customer service improvements, product development
activities, and management and related corporate costs in anticipation of
becoming a separate public entity.

Operating income decreased $13.5 million or 18% to $63.2 million in fiscal
2000 from $76.7 million in the prior year. As a percentage of revenue, our
operating income margin decreased to 19% in fiscal 2000 from 23% in the prior
year. This decline is due primarily to the factors described above.

EBITDA for fiscal 2000 was $83.2 million compared to $96.6 million in the
prior year. Earnings before income taxes were $53.8 million in fiscal 2000
compared to $66.6 million in the prior year.

Total other expense decreased $0.7 million for fiscal 2000 compared to the
prior year. This decrease was primarily the result of decreased interest
expense due to the retirement of the $6.0 million note related to a prior
acquisition.

35
<PAGE>

Fiscal Year Ended May 31, 1999 Compared to Fiscal Year Ended May 31, 1998

The following table provides comparisons of our results of operations for
fiscal years 1999 and 1998:

<TABLE>
<CAPTION>
1999 1998
--------------------- --------------------- 1999 vs.
% of % of 1998
Actual Revenue Actual Revenue Change
------------- ------- ------------- ------- --------
(in millions) (in millions)
<S> <C> <C> <C> <C> <C>
Revenue................. $330.1 $291.5 13%
Operating expenses:
Cost of service........ 169.8 52 % 153.5 53 % 11%
Sales, general and
administrative........ 83.6 25 % 80.0 27 % 5%
------ --- ------ --- ---

Operating income........ 76.7 23 % 58.0 20 % 32%

Other income (expense).. (10.1) (3)% (7.4) (3)% 36%
------ --- ------ --- ---

Earnings before income
taxes.................. $ 66.6 20 % $ 50.6 17 % 32%
====== === ====== === ===

Depreciation and
Amortization........... $ 19.9 6 % $ 18.4 6 % 8%

EBITDA.................. $ 96.6 29 % $ 76.4 26 % 26%
</TABLE>

The revenue increase of $38.6 million or 13% in fiscal 1999 primarily
reflects the full year impact of the CheckRite acquisition, growth of programs
directed at vertical industry offerings, and growth within the existing
customer base. This growth was reflected in an increase in the volumes of
merchant sales and transactions processed due to a larger customer base and
increased consumer usage of credit cards, debit cards and checks.

Cost of service increased $16.3 million or 11% in fiscal 1999 from the prior
year. The increase was primarily due to higher operating costs associated with
increased transaction growth. Total cost of service, as a percentage of
revenue, was 52% in fiscal 1999 compared to 53% in the prior year.

Sales, general and administrative expenses increased $3.6 million or 5% in
fiscal 1999 from the prior year due primarily to costs related to the
integration of the CheckRite acquisition offset by lower corporate allocated
expenses.

Operating income increased $18.7 million or 32% to $76.7 million in fiscal
1999 from $58.0 million in the prior year. As a percentage of revenue, the
Company's operating income margin increased to 23% in fiscal 1999 from 20% in
the prior year. These increases are primarily due to the factors described
above.

EBITDA for fiscal 1999 was $96.6 million compared to $76.4 million in the
prior year. Earnings before income taxes in fiscal 1999 grew by 32% to $66.6
million from $50.6 million in the prior year.

Total other expense increased $2.7 million for fiscal 1999 compared to the
prior year. This increase was primarily the result of higher interest expense
due to increased utilization of capital leases as a financing option for
capital expenditures.

Liquidity and Capital Resources

Cash flow generated from operations provides us with a significant source of
liquidity to meet our needs. At May 31, 2000, we had cash and cash equivalents
totaling $2.8 million. Cash provided by operations before changes in assets and
liabilities was $61.5 million for fiscal 2000 compared to $74.2 million in the
prior year. This difference is driven primarily by the decrease in earnings and
changes in deferred income taxes. Cash was required in fiscal 2000 to fund net
changes in assets and liabilities of $20.2 million compared to $13.7 million
for the prior year. This increase in the cash required to fund net changes in
assets and liabilities resulted

36
<PAGE>

primarily from changes in net merchant processing funds partially offset by
changes in income taxes and reduced accounts receivable. The changes in net
merchant processing funds reflect fluctuations in the timing of credit card
settlement and funding of merchants and may vary from month to month. In
addition to timing and cutoff, the balance is also influenced by volume growth
and interchange rates. The change in income taxes was due to reduced taxable
income and timing of estimated payments. The reductions in accounts receivables
resulted from improved collections. Net cash provided by operating activities
decreased 32% to $41.3 million for fiscal 2000 from $60.5 million for the prior
year.

Net cash used in investing activities was $11.0 million for fiscal 2000
compared to $14.0 million for the prior year. This is primarily due to a 1999
system development project that was completed in early 2000.

Net cash used in financing activities decreased to $28.9 million for fiscal
2000 from $46.2 million in the prior year. The net effect of the payments and
borrowings against the lines of credit is $6.8 million in borrowings for fiscal
2000 compared to a $20.0 million payment for the prior year. Principal payments
under capital lease arrangements and other long term debt increased to $9.5
million for fiscal 2000 from $3.6 million in the prior year due primarily to
the retirement of a $6.0 million note payable related to a prior acquisition.

We believe that our current level of cash and borrowing capacity, along with
future cash flows from operations, are sufficient to meet the needs of our
existing operations and planned requirements for the foreseeable future. We
regularly evaluate cash requirements for current operations, commitments,
development activities and acquisitions. We may elect to raise additional funds
for these purposes, either through the issuance of debt or equity or otherwise,
as appropriate, but there can be no assurance that we will be able to obtain
funding on terms we find acceptable.

Credit Facility

Our short-term and long-term liquidity needs depend upon our level of net
income, accounts receivable, accounts payable and accrued expenses. We have a
commitment for an unsecured $ million revolving line of credit. It will fund a
cash dividend payable to NDC to reflect our share of NDC's pre-distribution
debt used to establish our initial capitalization. This line of credit will
also be used to meet our working capital and acquisition needs after the
distribution. This line has a variable interest rate based on market rates and
customary origination-related fees and expenses. The credit agreement contains
certain financial and non-financial covenants customary for financings of this
nature. The facility will have a year term.

Market Risk / Interest Rate Risk

We have secured a commitment for a line of credit which has a variable
interest rate based on LIBOR. Accordingly, we are exposed to the impact of
interest rate movement. We have performed an interest rate sensitivity analysis
over the near term with a 10% change in interest rates. Based on this analysis,
our net income is not subject to material interest rate risk. We also do not
have exposure to material market risk from changes in foreign currency rates,
commodity rates or equity rates.

Seasonality, Inflation and Economic Downturns

We are subject to the impact of general economic conditions; however, this
has historically been tempered by the continued demand for electronic
processing of payments. We are also subject to certain seasonal fluctuations
such as peak activity during the winter holiday buying season.

We do not believe that the rate of inflation has had a material effect on
our operating results because the underlying growth in the mix of electronic
transactions tends to outpace any dampening of sales levels due to higher
inflation.

37
<PAGE>

GLOBAL PAYMENTS' BUSINESS

General

We are an integrated provider of high volume electronic transaction
processing and value-added end-to-end information services and systems on a
direct and indirect basis to merchants, multinational corporations, financial
institutions, and government agencies. These services are marketed to customers
within the direct and indirect merchant services businesses and the funds
transfer business through various sales channels.

Direct merchant services provides its customers with a full range of end-to-
end electronic commerce services, including credit and debit card authorization
and transaction data capture, settlement and funding, charge back processing,
customer support services, risk management, business-to-business purchasing
card services, check guarantee, check verification and recovery services,
merchant accounting, and terminal management services.

We provide indirect merchant services to financial institutions and
independent sales organizations that re-market these services directly to their
customers. The indirect merchant services business includes the products
offered by direct merchant services as well as card issuing services. Included
within indirect merchant services is Global Payment Systems, LLC, a partnership
with MasterCard International Incorporated.

The electronic funds transfer business provides cash management and funds
transfer services, management information and deposit reporting, financial
electronic data interchange, and Internet-based tax payment processing to
domestic and international banks, corporations, and government agencies. These
services are provided in the United States, Canada and Europe.

Industry Overview / Target Markets

We believe that there are significant opportunities for continued growth in
the application of transaction processing services to the electronic commerce
market. Both the consumer-to-business and business-to-business aspects of
electronic commerce demand a growing array of processing and support services.
A large percentage of retail transactions still utilize cash and checks.
Merchants continue to encourage electronically authorized and settled
transactions using credit and debit cards. The rapid growth of retail credit
card transactions, as well as the increased utilization of debit cards, has
directly correlated to the historic growth of our business. In addition, we
believe that the proliferation of "loyalty" or co-branded cards that provide
consumers with added benefits should contribute to increased use of credit and
debit cards in the future. Both of these market trends should increase demand
for our services.

Business-to-business electronic data interchange using purchasing card
technology and its associated systems software is providing businesses with
increased efficiency and is providing us with strong growth in industries that
have not traditionally utilized credit cards. Purchasing cards and the related
business-to-business electronic data interchange replace the costly, time-
consuming paper ordering and invoicing with inexpensive, real-time electronic
payment processing transactions.

We believe that the number of electronic transactions will continue to grow
in the future and that an increasing percentage of these transactions will be
processed via the Internet. The Internet will be a major factor in accelerating
the continued conversion of paper to electronic pulse, which will result in
greater growth opportunities for our business. The Internet is an important
component in our strategy for expansion of services to new customers. We
believe that "brick and mortar" retailers will be successful virtual retailers
as they leverage their brand awareness, along with emerging "e-tailers" that
are creating broader transactions markets. Our Internet-related services
include secure credit and debit card processing and tax payment services.

Payment processing service providers such as Global Payments provide high
volume electronic transaction processing and support services directly to
banking institutions and other new entrants into the business. The shift in the
industry from traditional financial institution providers to independent
providers is due in large part to more efficient distribution channels, as well
as increased technological capabilities required for the rapid and

38
<PAGE>

efficient creation, processing, handling, storage, and retrieval of
information. These capabilities have become increasingly complex, requiring
significant capital commitments to develop, maintain, and update the systems
necessary to provide these advanced services at a competitive price.

As a result, several large merchant processors, including our company, have
expanded their operations through the creation of alliances or joint ventures
with banks and have acquired new merchant portfolios from banks that previously
serviced these merchant accounts.

Strategy

Our business strategy centers on providing end-to-end value-added
information processing services in the markets we serve. We believe that this
strategy provides the greatest opportunity for leveraging our existing
infrastructure and maintaining a consistent base of recurring revenues. We
believe that the electronic commerce market presents attractive opportunities
for continued growth. In pursuing our business strategy, we seek both to
increase our penetration of existing information processing and application
systems markets and to continue to identify and create new markets through the:

. development of value-added applications, enhancement of existing
products and development of new systems and services;

. expansion of distribution channels (including the Internet); and

. acquisition of, investments in or alliances with, companies that have
compatible products, services, development capabilities and/or
distribution capabilities.

Products and Services

We are one of the largest independent electronic transaction processing
service providers in the world. We provide a wide range of value-added, end-to-
end electronic commerce solutions to merchants, multinational corporations,
financial institutions and government agencies. We market our products and
services through a variety of distinct sales channels including a sizable,
dedicated, direct sales force, independent sales organizations, independent
sales representatives, an internal telesales group, alliance bank relationships
and financial institutions.

We operate three principal business categories of products and services:
direct merchant services, indirect merchant services and electronic funds
transfer. These categories offer customers a broad range of end-to-end
electronic commerce services, including credit and debit card authorization and
transaction data capture, settlement and funding, charge back processing,
customer support services, risk management, business-to-business purchasing
card services, check guarantee, check verification and recovery, merchant
accounting, terminal management services, card issuing services, cash
management and funds transfer services, management information and deposit
reporting, financial electronic data interchange and Internet-based tax payment
processing.

A summary description of each of our types of products and services follows.

Direct Merchant Services

Direct merchant services are marketed directly to merchants and include card
processing, check guarantee, and check verification and recovery services.

Card processing services consist of credit and debit card authorization and
the capture of related transaction data (such as card identification number,
transaction date, and dollar value of the goods or services purchased). Our
extensive authorization network system and related-software enables an entire
data stream to be electronically captured and transmitted providing expedited
clearing through the banking system. Revenue for these services is primarily
based on a percentage of transaction value, as well as various processing fees
charged to merchants. We also provide efficient and secure settlement and
funding services, sales draft retrieval

39
<PAGE>

and charge back resolution services, customer support services, and risk
management. Risk management services include credit underwriting, credit
scoring, fraud control, account processing and collections. Card processing
services offer the convenience of its business-to-business purchasing card
services, which allow for timely and accurate flow of goods and services among
its corporate customers. We believe that these products and service offerings
will enable our business to realize growth in this market area.

Check guarantee services include comprehensive check verification and
guarantee services designed for a merchant's specific needs and risk adversity.
Since this offering guarantees all checks that are electronically verified
(primarily using point-of-sale check readers) through our extensive database,
merchants may safely expand their revenue base by accepting checks applying
less stringent requirements. If a verified check is dishonored, check guarantee
provides the merchant with reimbursement of the check's face value, and then
collects the check through its internal recovery services. To protect against
this risk, verification databases are used that contain information on
historical delinquent check writing activity and up-to-date consumer bank
account status. Revenue for these services is primarily derived from a
percentage of the face value of each guaranteed check.

Check verification and recovery services are similar to those provided in
the check guarantee service (verification primarily through point-of-sale check
readers), except that this service does not guarantee its verified checks. This
service provides a low-cost, loss-reduction solution for merchants wishing to
quickly measure a customer's check presentment worthiness at the point of sale,
while not having to incur the additional expense of check guarantee services.
Revenue for these services is primarily derived from the service fees collected
from delinquent check writers, fees charged to merchants based on a transaction
rate per verified check and fees charged to merchants for specialized services,
such as electronic re-deposits of dishonored checks.

Indirect Merchant Services

Indirect merchant services, including network, merchant, terminal management
and card issuing services, are marketed through our dedicated indirect sales
group.

Network services includes credit and debit electronic payment authorization
and draft capture processing capabilities to financial institutions and
independent sales organizations that re-market these services directly to their
merchant and corporate customers. Revenues are generated on a per transaction
basis.

The merchant accounting services allow merchants to monitor portfolio
performance, control expenses, disseminate information, and track profitability
through the production and distribution of detailed statements summarizing
electronic transaction payment processing activity and manage risk. Risk
management services include credit underwriting, credit scoring, fraud control,
account processing and collections. These services are provided to financial
institutions and independent sales organizations that re-market these services
directly to their merchant and corporate customers. Customers are charged
according to transaction volume levels or in service fees.

The terminal management product and service offering provides a variety of
services relating to electronic transaction payment processing equipment, such
as terminal programming and deployment, set-up and telephone training,
maintenance and equipment replacement, warehousing and inventory control,
customer service and technical support, customized reporting and conversions.
These services are provided to financial institutions and independent sales
organizations which re-market these services directly to their merchant and
corporate customers. Revenues are derived from equipment sales and rentals,
programming and deployment fees and other fees.

Our card issuing product serves as an outsource solution to small and mid-
sized credit unions and financial institutions wishing to issue credit, debit,
and corporate purchasing cards. Revenue is generated by providing a variety of
card issuing services, including set-up and maintenance of product and system
parameters, card application processing, card activation and authorization,
system training and documentation, system and compliance enhancements, billing
and reporting services, system security and fraud detection services,
settlement, charge back and sales draft retrieval processing.

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<PAGE>

Funds Transfer

The electronic funds transfer set of offerings includes a wide variety of
services such as cash management and account balance reporting, management
information and deposit reporting and financial electronic data interchange.
These services include the capability for use by a range of corporation sizes
including large, multi-national corporations in a multi-currency, multi-bank
environment. These products and services provide financial, management and
operational data to corporate and government agencies worldwide and allow these
organizations to exchange such information with financial institutions and
other service providers. We also provides an Internet tax filing and payment
service that allows financial institutions and government agencies to offer
corporate taxpayers a secure and convenient method of paying taxes
electronically. Security on the system is handled through both
encryption/decryption and multi-level password access and operates through a
web site that serves as the portal for securely receiving tax information and
delivering the transaction for payment. This service allows businesses to
easily comply with state and federal tax regulations, while maintaining control
of the timing for tax payments.

Alliances and Direct Investments

Our strategy includes direct investment in or formation of business
alliances with financial institutions and other distributors as well as with
emerging payment technology companies to leverage our existing customer
relationships and infrastructure and to accelerate product time-to-market.
During fiscal year 2000, we made a direct investment in a company that offers
Internet users secure and convenient ways to make purchases over the Internet.
Additionally, we announced several alliances with emerging payment technology
companies providing capability such as electronic barter and billing through
established vehicles such as phone bills.

Sales and Marketing

We market our products and services to the electronic commerce markets
through a variety of distinct sales channels including a sizable, dedicated
direct sales force, independent sales organizations, independent sales
representatives, an internal telesales group, alliance bank relationships, and
other financial institutions.

Additionally, we market directly to customers primarily through print
advertising and direct mail efforts. We participate in the industries' major
tradeshows and publicity events and actively employ various public relations
campaigns. This strategy is intended to utilize the lowest delivery cost system
available to successfully acquire and convert target customers onto our
products and services.

International Operations

Global Payments operates facilities in Canada and the United Kingdom as part
of its indirect merchant services and funds transfer business.

Employees

As of September 30, 2000, Global Payments and its subsidiaries had
approximately employees. Many of our employees are highly skilled in
technical areas specific to electronic payments, and we believe that our
current and future operations depend substantially on retaining such employees.
Our employees are not represented by any labor union and we believe our
employee relations to be excellent.

Competition

The most significant competitive factors related to our services are their
value-added features, functionality, price and reliability of service, as well
as breadth and effectiveness of distribution channels.

We face significant competition from other companies' products with
functionality similar to our products. Our competitors are also using many of
the same distribution techniques that we use. In addition to new distribution
alternatives, a new factor is emerging in the payment processing market in the
form of alternative

41
<PAGE>

payment solutions. These alternative payment forms, if successfully
implemented, could have an adverse financial impact on current industry
participants that do not embrace the change. Further, although the Internet
does not currently reflect a significant form of payment processing when
compared to traditional forms, it is a rapidly emerging medium that will likely
have a growing impact on the industry.

Our principal competitors include other independent processors, as well as
certain major national and regional banks, financial institutions, and
independent sales organizations. We differentiate ourselves and increase our
competitive position in product areas by offering a variety of value-added
solutions to our customers. These enhanced services involve vertical market
features, and sophisticated reporting features that add value to the
information obtained from our electronic commerce transaction processing
databases. We believe that our knowledge of these specific markets, the size
and effectiveness of our dedicated sales force, and our ability to offer
specific, integrated solutions to our customers, including hardware, software,
processing, and network facilities, and our flexibility in packaging these
products are positive factors that enhance our competitive position.

Properties

Our corporate headquarters are located in Atlanta, Georgia. We occupy a
five-story 85,000 square foot building at Four Corporate Square in Atlanta,
Georgia. The facility is leased from NDC. Our direct merchant services business
maintains support operations in Hanover, Maryland in a 35,000 square foot
facility.

In addition to the above facilities, we lease or rent a total of 33 other
facilities. We own or lease a variety of computers and other related equipment
for our operational needs. We continue to upgrade and expand our computers and
related equipment in order to increase efficiency, enhance reliability, and
provide the necessary base for business expansion.

We believe that our facilities and equipment are suitable and adequate for
our business as presently conducted.

Legal Proceedings

We are party to a number of claims and lawsuits incidental to our business.
In our opinion, the ultimate outcome of such matters, in the aggregate, will
not have a material adverse impact on our financial position, liquidity or
results of operations.

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<PAGE>

MANAGEMENT

Directors

We expect the following persons to serve as our directors following the
distribution. Our Board of Directors will be divided into three classes. Each
director initially will serve until the annual meeting of shareholders held in
the year in which his or her term expires and will serve thereafter for three-
year terms. Of the five directors, one is also expected to serve as an
executive officer.

<TABLE>
<CAPTION>
Term Business Affiliations for the
Name Age Expires Position(s) Past Five Years
---- --- ------- ----------- -----------------------------
<C> <C> <C> <C> <S>
Robert A. Yellowlees.. 61 Chairman Chairman of the Board of NDC
since June 1992; President,
Chief Executive Officer and
Chief Operating Officer of NDC
since May 1992; director of
Protective Life Corporation.

Edwin H. Burba, Jr. .. 64 Director Business Consultant, 1993 to
present; Commander in Chief,
Forces Command, United States
Army, 1989-1993; Commanding
General, Combined Field Army of
the Republic of Korea and
United States, 1988-1989.

Paul R. Garcia........ 48 Director Chief Executive Officer, NDC
eCommerce since July 1999;
President and Chief Executive
Officer of Productivity Point
International from March 1997
to September 1998; Group
President of First Data Card
Services from 1995 to 1997;
Chief Executive Officer,
National Bancard Corporation
(NaBANCO) from 1989 to 1995.

Pete Hart............. 60 Director Business Consultant, October
1997-Present; President and
Chief Executive Officer,
Advanta Corporation (a provider
of financial services) 1995-
1997; Executive Vice Chairman,
Advanta Corporation, 1994;
President and Chief Executive
Officer, MasterCard
International, 1988-1994.
Director, Sanchez Computer
Associates, Ethentica, Inc.,
4AnythingNetwork, HNC Software,
Retek, Inc. and Destiny
Solutions. He is on the
advisory Board of Internet
Capital Group. He also serves
as Chairman of e-PROFILE.

William I Jacobs...... 58 Director Managing Director and Chief
Financial Officer, The New
Power Company (a provider of
residential and small business
energy services), June 2000 to
present; Senior Executive Vice
President, Strategic Ventures
for MasterCard International,
Inc., 1999 to June 2000 and
Executive Vice President,
Global Resources for MasterCard
International, 1995-1999;
Executive Vice President, Chief
Operating Officer, Financial
Security Assurance, Inc. 1984-
1994. Director, The New Power
Company, Blackboard, Inc.,
Mondex International and
Investment Technology Group.
Chairman, Board of Trustees,
American University.
</TABLE>

Committees of the Board of Directors

Our Board of Directors will establish committees, described below, to assist
in the discharge of its responsibilities. We do not have a nominating
committee. The full Board of Directors will perform the function which would be
performed by a nominating committee.

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<PAGE>

Audit Committee

The audit committee will conduct its duties consistent with its charter
which will include a review of the scope and results of the annual audit of the
financial statements and other services provided by our independent
accountants. The audit committee will also evaluate the professional competency
of our financial staff and internal auditors, review the scope of the internal
audit program, review the nature and extent of non-audit professional services
performed by the auditors and annually recommend to the Board of Directors the
firm of independent public accountants to be selected as our auditors. The
audit committee may also undertake special projects, such as reviewing our
environmental policies.

Compensation Committee

The compensation committee will review and evaluate plans for the
development, training and succession of our management. The committee will also
review our compensation policies and will establish the compensation of our
officers, except for the chief executive officer and chief operating officer.
The committee will recommend the compensation for our chief executive officer
and chief operating officer, subject to the approval of our non-executive
directors. In addition the committee will administer our stock incentive and
stock based compensation plans and other incentive plans. The committee will
also oversee the financial administration and operation of our retirement and
pension plans, including the selection and review of the performance of the
investment funds and the independent investment advisors for the plans. The
full Board of Directors will approve the selection of the chief executive
officer and the chief financial officer. The compensation committee will
approve selection of all other candidates to executive positions.

Special Committees

The Board of Directors may from time to time establish special committees to
act on behalf of the Board of Directors on matters delegated to it by the full
Board. This may include matters such as approval of final terms of acquisitions
and divestitures, alliances and capital expenditures.

Compensation Committee Interlocks and Insider Participation

are expected to be the members of the Compensation Committee. None of
the members of the compensation committee served as an officer or an employee
of NDC eCommerce during the previous fiscal year, nor is any member expected to
serve as an officer or an employee of Global Payments following the
distribution.

Directors' Compensation

We will compensate each non-employee director $15,000 in cash and $15,000 in
company stock per year, plus $1,000 for each Board meeting he or she attends.
In addition, non-employee directors who serve on one of our committees will
receive $1,000 per meeting and $1,500 per meeting when serving as chairperson
of a committee. A non-employee director who serves as Chairman of the Board
will be compensated at a rate of $30,000 per year in cash and $30,000 in stock,
as well as a meeting fee of $1,000 per meeting. We will also reimburse each
non-employee director for out-of-pocket expenses incurred in connection with
attendance at Board and committee meetings. Pursuant to the Global Payments
Inc. 2000 Non-Employee Director Stock Option Plan (described below), we will
also grant to each non-employee director options to purchase shares of our
common stock.

Global Payments Inc. 2000 Non-Employee Director Stock Option Plan

On , 2000, our Board of Directors adopted the Global Payments Inc.
2000 Non-Employee Director Stock Option Plan (the "DSOP"). NDC, as our sole
shareholder approved the DSOP on , 2000, to become effective as of the
date of the distribution. We have reserved shares of the authorized but
unissued shares of our common stock for issuance under the DSOP. The following
summary is not

44
<PAGE>

complete, and you should read the full text of the DSOP, which is filed as an
exhibit to the Registration Statement on Form 10 which we have filed with the
SEC. See "Where You Can Obtain Additional Information."

We established the DSOP to encourage ownership of our common stock by our
directors, which gives directors an increased incentive to devote their efforts
to our success on behalf of shareholders. The DSOP will also help us to attract
qualified directors.

Each director who is not employed by us or any of our affiliates will be
eligible to participate in the DSOP.

Grants of awards under the DSOP are automatic. We intend the DSOP to be a
"formula plan" for purposes of Section 16(b) of the Exchange Act. Our Board of
Directors will administer and interpret the DSOP.

Shares subject to the DSOP may be authorized but unissued shares or shares
that were once issued and subsequently reacquired by us. The total number of
shares of common stock for which options may be granted under the DSOP is
shares, subject to adjustment.

Awards granted pursuant to the DSOP will be subject to the following terms
and conditions:

. Each person who is a non-employee director on the effective date of the
DSOP will be granted an option to purchase shares of our common stock
having a fair market value equal to $125,000 as of that date. Each
person who later becomes a non-employee director will receive a prorata
grant based on the number of full months between the date that he or she
became a non-employee director and the next annual shareholders meeting.
In addition, as of the day following the annual meeting of our
shareholders in 2001, and on the day following each subsequent annual
meeting of our shareholders, each non-employee director serving on that
date will be granted an option to purchase shares of our common stock
having a fair market value on the date of grant equal to $125,000.

. All options granted under the DSOP will become exercisable, in the
aggregate, as to 25% of the shares after two years, 45% after three
years, 70% after four years, and 100% after five years of service from
the date of grant, except that an option will become fully exercisable
upon the death, disability or retirement of the grantee, as such terms
are defined in the DSOP, or upon the grantee's failure to be re-
nominated or re-elected as a director.

. Upon a grantee's termination as a director for any reason (including by
reason of death, retirement or failure to be re-nominated or re-elected
as a director), the options held by such person under the DSOP will
remain exercisable for five years or until the earlier expiration of the
option.

. The exercise price for each option granted under the DSOP will be the
fair market value of the shares of common stock subject to the option on
the date of grant. Each option granted under the DSOP will, to the
extent not previously exercised, terminate and expire on the date ten
years after the date of grant of the option, unless the DSOP provides
earlier termination.

. Options granted under the DSOP will be assignable by will, by the laws
of descent and distribution, or pursuant to a qualified domestic
relations order. In addition, any option granted pursuant to the DSOP
will be transferable by the grantee to certain designated family members
or trusts or foundations for the benefit of such family members.

Termination and Amendment

The DSOP will terminate automatically on the second day following our 2010
annual meeting of shareholders, but our Board of Directors may terminate the
DSOP at any time before that date. Our Board of Directors may amend the DSOP at
any time without shareholder approval; but it may condition any amendment on
the approval of our shareholders if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations. No amendment modification or termination of the DSOP shall
adversely affect the rights of the grantees who have outstanding options
without the consent of such grantees.

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<PAGE>

Certain Federal Income Tax Effects

The options granted under the DSOP will be non-qualified stock options.
Present federal income tax regulations impose no federal income tax
consequences to us or a grantee upon the grant of a non-qualified stock option.
When the grantee exercises a non-qualified option, however, he or she will
realize ordinary income in an amount equal to the excess of (1) the fair market
value of the option share that he or she receives upon exercise of the option
at the time of exercise over (2) the exercise price, and we will be allowed a
corresponding federal income tax deduction. Any gain that a grantee realizes
when the grantee later sells or disposes of the option shares will be short-
term or long-term capital gain, depending on how long he or she held the
shares.

Benefits to Non-Employee Directors

There will be four non-employee directors eligible to participate in the
DSOP on the effective date. Each of them will be granted on that date an option
to acquire shares of our common stock having a fair market value of $125,000.
Subsequent grants will be made under the DSOP as described above.

Executive Officers

We expect the following individuals, who currently manage our eCommerce
business, to serve as our executive officers following the distribution. Our
Board of Directors may appoint additional executive officers from time to time.

<TABLE>
<CAPTION>
Position with Global Payments
and Principal Business
Affiliations for Past Five
Name Age Current Position(s) Years
---- --- ------------------- -----------------------------
<C> <C> <C> <S>
Paul R. Garcia... 48 Chief Executive Officer Chief Executive Officer, NDC
eCommerce since July 1999;
President and Chief Executive
Officer of Productivity Point
International from March 1997
to September 1998; Group
President of First Data Card
Services from 1995 to 1997;
Chief Executive Officer,
National Bancard Corporation
(NaBANCO) from 1989 to 1995.

Thomas M. Dunn... 43 Chief Operating Officer Chief Operating Officer, NDC
eCommerce since March 1999;
and General Manager,
Integrated Payment Systems, a
division of NDC eCommerce,
from June 1996 to March 1999;
Group Vice President from
August 1992 to June 1996.

James G. Kelly... 38 Chief Financial Officer Chief Financial Officer, NDC
eCommerce since April 2000;
Managing Director with Alvarez
& Marsal from March 1990 to
April 2000; and Manager with
Ernst & Young's mergers and
acquisitions/audit groups from
July 1984 to February 1990.

Barry W. Lawson.. 54 Chief Information Officer Chief Information Officer, NDC
eCommerce since November 1999;
CEO Systems and Network
Consultants from April 1996 to
October 1999; and Chief
Operating Officer of National
Bancard Corporation (NaBANCO)
from August 1993 to March
1996.
</TABLE>

There is no family relationship between any of our executive officers or
directors and there are no arrangements or understandings between any of our
executive officers or directors and any other person pursuant to which any of
them was elected an officer or director, other than arrangements or
understandings with our directors or officers acting solely in their capacities
as such. Generally, following the distribution, our executive officers will
serve at the pleasure of our Board of Directors.

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<PAGE>

Historical Compensation of Our Executive Officers

The following table sets forth certain information concerning compensation
paid by NDC for services in all capacities awarded to, earned by, or paid to
our chief executive officer and our other three most highly compensated
executives. During the time period reflected in the following tables, the
individuals were compensated in accordance with NDC's plans and policies, and
all references in the following tables to stock and stock options relate to
awards of stock and stock options granted by NDC. These tables do not reflect
the compensation the officers will receive following the distribution. NDC
options held by our employees will be replaced by our options. The option price
and number of shares subject to each option will be adjusted so that the
aggregate difference between the market price and the option price will be the
same for our new option and the terminated NDC option.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
----------------------- --------------------------
Restricted Securities
Name and Principal Fiscal Stock Underlying All Other
Position Year Salary($) Bonus($) Award(s)($)(1) Options(#) Compensation($)
------------------ ------ ---------- --------- -------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul R. Garcia.......... 2000 369,039(2) 127,500(2) 2,555,530(5) -- (4) 51,095
Chief Executive Officer 1999 -- -- -- -- --
1998 -- -- -- -- --

Thomas M. Dunn.......... 2000 300,000 80,000 585,000 -- 6,934
Chief Operating Officer 1999 232,308 140,000 190,585 9,200 6,264
1998 180,000 120,000 40,505 20,000(3) 11,786

James G. Kelly.......... 2000 39,231(2) 75,000 849,988(5) 57,000(3) --
Chief Financial Officer 1999 -- -- -- -- --
1998 -- -- -- -- --

Barry W. Lawson......... 2000 144,231(2) 80,000 300,825(5) 42,000(3) --
Chief Information
Officer 1999 -- -- -- -- --
1998 -- -- -- -- --
</TABLE>
--------
(1) Awards of restricted shares to Messrs. Garcia and Dunn have been made under
NDC's 1983 stock option plan. Awards of restricted stock to Messrs. Kelly
and Lawson have been made under NDC's 2000 Long Term Incentive Plan. These
are valued in the table based upon the closing market prices of the NDC
common stock on the grant dates. Grantees have the right to vote and
dividends are payable to the grantees with respect to all awards of
restricted shares reported in this column. The restrictions on 339; 340;
340; 354; 354 and 355 shares awarded to Mr. Dunn expired or shall expire on
8/1/98; 8/1/99; 8/1/00; 8/25/99; 8/25/00; and 8/25/01, respectively. The
value of the restricted stock held by the named executive officers at May
31, 2000 was $1,225,543; $592,950; $707,575; $277,956 for Messrs. Garcia,
Dunn, Kelly and Lawson, respectively. The numbers of shares of restricted
stock held by Messrs. Garcia, Dunn, Kelly and Lawson, at May 31, 2000 were
55,555; 26,879; 32,075; 12,600, respectively.

(2) Mr. Garcia began full time employment in July of 1999. Mr. Kelly began full
time employment in April of 2000. Mr. Lawson began full time employment in
November of 1999.

(3) Such awards are intended to be awards for more than one year.

(4) Stock options were granted to Mr. Garcia during fiscal year 2000 but were
voluntarily surrendered on 5/31/00.

(5) Such awards were intended as one time awards at time of hire.

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<PAGE>

Option Grants In Last Fiscal Year

Shown below is additional information on grants of stock options made under
the NDC stock incentive plans during NDC's fiscal year ended May 31, 2000.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Individual Grants
------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or Grant Date
Options Employees in Base Expiration Present
Name Granted(#) Fiscal Year Price($/Sh) Date Value($)(1)
---- ---------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Paul R. Garcia..... -- -- -- -- --
Thomas M. Dunn..... -- -- -- -- --
James G. Kelly..... 57,000(2) 4.9% $26.50 4/10/10 $806,071
Barry W. Lawson.... 42,000(2) 3.6% $23.875 11/1/09 $532,354
</TABLE>
--------
(1) These grant date values, based on the Black-Scholes option pricing model,
are for illustrative purposes only, and are not intended to be a forecast
of what future performance will be. These values are based on the following
assumptions: (i) an expected stock price volatility of 50%; (ii) a risk-
free rate of return of 6.5%; (iii) an expected dividend yield of 1.0%; and
(iv) an expected grant life of 7 years.

(2) Such awards are intended to be awards for more than one year.

Aggregated Option / SAR Exercises In Last Fiscal Year And Fiscal Year-End
Option / SAR Values

Shown below is information concerning the number of NDC shares each
executive officer acquired upon exercise of stock options and the aggregate
gains realized on exercises during the fiscal year ended May 31, 2000. The
table also sets forth the number of shares underlying exercisable and
unexercisable options held by each officer executive on May 31, 2000 and the
aggregate gains that would have been realized if these options were exercised
on May 31, 2000.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options at
Shares Year-End(#) Fiscal Year-End($)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul R. Garcia.......... -- -- -- -- -- --
Thomas M. Dunn.......... 12,750 438,296 23,620 31,180 141,962 1,912
James G. Kelly.......... -- -- -- 57,000 -- --
Barry W. Lawson......... -- -- -- 42,000 -- --
</TABLE>

Defined Benefit Retirement Plans

The following table shows estimated annual retirement benefits payable to
participants in the NDC Retirement Plan and the pilot NDC SERP on a straight
life annuity basis upon retirement in specified years of continuous service and
remuneration classes.

48
<PAGE>

Estimated Annual Retirement Benefits
Years of Continuous Service(1)

<TABLE>
<CAPTION>
Three-Year
Average
Earnings 10 15 20 25 30 35
---------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
200,000 48,000 72,000 83,000 94,000 105,000 116,000
250,000 60,000 90,000 103,750 117,500 131,250 145,000
300,000 72,000 108,000 124,500 141,000 157,500 174,000
350,000 84,000 126,000 145,250 164,500 183,750 203,000
400,000 96,000 144,000 166,000 188,000 210,000 232,000
450,000 108,000 162,000 186,750 211,500 236,250 261,000
500,000 120,000 180,000 207,500 235,000 262,500 290,000
550,000 132,000 198,000 228,250 258,500 288,750 319,000
600,000 144,000 216,000 249,000 282,000 315,000 348,000
650,000 156,000 234,000 269,750 305,500 341,250 377,000
700,000 168,000 252,000 290,500 329,000 367,500 406,000
750,000 180,000 270,000 311,250 352,500 393,750 435,000
800,000 192,000 288,000 332,000 376,000 420,000 464,000
850,000 204,000 306,000 352,750 399,500 446,250 493,000
900,000 216,000 324,000 373,500 423,000 472,500 522,000
950,000 228,000 342,000 394,250 446,500 498,750 551,000
</TABLE>
--------
(1) The average annual earnings for the highest three years over the last 10-
year period and the eligible years of credited service as of May 31, 2000
for the only named executive officer participating in the pilot NDC SERP
was as follows: Mr. Dunn (over 11 years)--$316,487. The amounts shown in
the columns "Salary" and "Bonus" in the Summary Compensation Table above
are substantially equal to the compensation of the individuals named in
such table for purposes of the pilot NDC SERP and the NDC Retirement Plan.
Federal regulations, however, cap the total compensation that may be
considered in providing benefits under the Retirement Plan.

Long-Term Incentive Plan

On , 2000, we adopted the Global Payments 2000 Long-Term Incentive
Plan which we refer to in this document as the LTIP. NDC, as our sole
shareholder approved the LTIP on , 2000. We have reserved
shares of the authorized but unissued shares of our common stock for issuance
under the LTIP. The following summary is qualified by reference to the full
text of the LTIP, which is filed as an exhibit to the Registration Statement on
Form 10 which we have filed with the SEC. See "Where you can Obtain Additional
Information."

We established the LTIP to promote success by linking the personal interests
of our employees, officers and directors to those of our shareholders, and by
providing participants with an incentive for outstanding performance. As of the
distribution date, there will be approximately people eligible to
participate in the LTIP.

The LTIP authorizes the granting of the following awards:

. options to purchase shares of common stock, which may be incentive stock
options or non-qualified

. stock appreciation rights

. performance shares

. restricted stock

. dividend equivalents

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<PAGE>

. other stock-based awards

. any other right or interest relating to common stock, or

. cash.

Our compensation committee will administer the LTIP. The committee has the
authority to designate participants; determine the types of awards to be
granted to each participant and the number, terms and conditions thereof;
establish, adopt or revise any rules and regulations as it may deem advisable
to administer the LTIP; and make all other decisions and determinations that
may be required under the LTIP. All awards under the LTIP will be evidenced by
a written award agreement between us and the participant, which will include
any provisions specified by the committee.

Subject to adjustment as provided in the LTIP, the aggregate number of
shares reserved and available for awards under the LTIP is shares, plus an
annual increase equal to the lesser of shares or the number of shares
necessary to bring the total number of available shares to 3.5% of the fully
diluted shares outstanding. The increase will be effective on the last day of
each fiscal year, beginning in 2001 and ending in 2005. Not more than 15% of
the total authorized shares may be granted as awards of restricted stock or
unrestricted stock awards. The maximum number of shares underlying options
and/or stock appreciation rights that may be granted during any one calendar
year under the LTIP to any one person is . The maximum fair market
value of any awards (other than options and stock appreciation rights) that may
be received by a participant (less any consideration paid by the participant
for such award) during any one calendar year under the LTIP is $ .

Pursuant to Section 162(m) of the Code, we may not deduct compensation in
excess of $1 million paid to our chief executive officer and our other four
most highly compensated executive officers. We designed the LTIP to comply with
Code Section 162(m) so that the grant of options and stock appreciation rights
under the LTIP, and other awards, such as performance shares, that are
conditioned on the performance goals described in the LTIP, will be excluded
from the calculation of annual compensation for purposes of Code Section 162(m)
and will be fully deductible by us. In order to preserve full deductibility
under Code Section 162(m), the committee may determine that any award will be
determined solely on the basis of :

. the achievement by Global Payments or any parent or subsidiary of Global
Payments of a specified target return, or target growth in return, on
equity or assets,

. total shareholder return (Global Payments' stock price appreciation plus
reinvested dividends) relative to a defined comparison group or target
over a specific performance period,

. Global Payments' stock price,

. the achievement by Global Payments or a business unit of Global
Payments, a parent or subsidiary of a specified target, or target growth
in, revenue, profit contribution, net income, EBIT, EBITDA, return on
investment, return on assets or earnings per share,

. the achievement by Global Payments or a business unit of Global
Payments, a parent or subsidiary of a specified target, or target growth
in, operating income and/or margin percentage of revenue, or

. any combination of the above.

Limitations on Transfer

No participant may transfer or assign an award under the LTIP other than by
will or the laws of descent and distribution or, except in the case of an
incentive stock option, pursuant to a qualified domestic relations order. The
committee may permit other transfers if it deems appropriate.

Acceleration of Vesting Upon Certain Events

Upon a participant's death or disability, all of his or her outstanding
awards will become fully vested and exercisable. The awards will thereafter
continue or terminate in accordance with the other provisions of the LTIP and
the

50
<PAGE>

award agreement. In addition, the committee may at any time in its discretion
declare any or all awards to be fully or partially vested and exercisable. The
committee may discriminate among participants or among awards in exercising
such discretion.

Effect on Options of Retirement

Upon a participant's retirement (as defined in the LTIP), all of his or her
outstanding options will fully vest and will remain exercisable for five years
or until the earlier expiration of the option.

Termination and Amendment

Our Board of Directors or the committee may at any time amend or terminate
the LTIP without shareholder approval, but it may condition any amendment on
the approval of its shareholders if such approval is necessary or advisable
under tax, securities or other applicable laws, policies or regulations. The
committee may amend or terminate any outstanding award without the
participant's approval, but the amendment or termination may not, without the
participant's consent, reduce or diminish the value of the award determined as
if it had been exercised, vested, cashed in or otherwise settled on the date of
such amendment or termination.

Certain Federal Income Tax Effects

The following discussion is a summary of the federal income tax provisions
relating to the grant and exercise of awards under the LTIP and the subsequent
sale of common stock acquired under the LTIP. The tax effect of exercising
awards may vary depending upon the particular circumstances, and the income tax
laws and regulations change frequently.

. Non-qualified Stock Options. There will be no federal income tax
consequences to a participant or to us upon the grant of a non-qualified stock
option. When the participant exercises a non-qualified option, however, he or
she will realize ordinary income in an amount equal to the excess of (1) the
fair market value of the option shares that he or she receives upon exercise of
the option at the time of exercise over (2) the exercise price, and we will be
allowed a corresponding federal income tax deduction, subject to applicable
limitations. Any gain that a participant realizes when the participant later
sells or disposes of the option shares will be short-term or long-term capital
gain, depending on how long he held the shares.

. Incentive Stock Options. There typically will be no federal income tax
consequences to a participant or to us upon the grant or exercise of an
incentive stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the option was
granted or one year after exercise the option, the difference between (1) the
exercise price and (2) the amount realized upon sale or disposition of the
option shares will be long-term capital gain or loss, and we will not be
entitled to a federal income tax deduction. If the participant disposes of the
option shares in a sale, exchange, or other disqualifying disposition before
the required holding period ends, he or she will realize taxable ordinary
income in an amount equal to the excess of (1) the fair market value of the
option shares at the time of exercise over (2) the exercise price, and we will
be allowed a federal income tax deduction equal to such amount, subject to
applicable limitations. While the exercise of an incentive stock option does
not result in current taxable income, the excess of (1) the fair market value
of the option shares at the time of exercise over (2) the exercise price will
be an item of adjustment for purposes of determining the participant's
alternative minimum tax income.

. Stock Appreciation Rights. The participant will not recognize income, and
we will not be allowed a tax deduction, at the time a stock appreciation right
is granted. When the participant exercises the stock appreciation right, the
amount of cash and the fair market value of any shares of common stock received
will be ordinary income, and we will be allowed a tax deduction equal to that
amount, subject to applicable limitations.

. Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and we will not be allowed a tax

51
<PAGE>

deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date (less any amount he paid
for the stock), and we will be allowed a corresponding federal income tax
deduction at that time, subject to applicable limitations. If the participant
files an election under Section 83(b) of the Code within 30 days after the date
of grant of the restricted stock, he will recognize ordinary income as of the
date of grant equal to the fair market value of the stock as of that date (less
any amount a participant paid for the stock), and we will be allowed a
corresponding federal income tax deduction at that time, subject to applicable
limitations. Any future appreciation in the stock will be taxable to the
participant at capital gains rates. However, if the stock is later forfeited,
he or she will not be able to recover the tax previously paid pursuant to his
or her section 83(b) election.

. Performance Shares. A participant will not recognize income, and we will
not be allowed a tax deduction, at the time performance shares are granted.
When the participant receives payment under the performance shares, the amount
of cash and the fair market value of any shares of stock received will be
ordinary income to the participant, and we will be allowed as corresponding tax
deduction at that time, subject to applicable limitations.

Benefits to Named Executive Officers and Others

As of the date of this information statement, no awards had been granted or
approved for grant under the LTIP, other than replacement awards for NDC
options forfeited as a result of the Distribution. Any future awards under the
LTIP will be made at the discretion of the committee or our Board of Directors.
Consequently, it is not presently possible to determine either the benefits or
amounts that will be received by any particular person or group pursuant to the
LTIP.

Global Payments Employee Stock Purchase Plan

On , 2000, we adopted the Global Payments Inc. 2000 Employee Stock
Purchase Plan. NDC, as our sole shareholder, approved the ESPP on ,
2000. The following summary is qualified by reference to the full text of the
ESPP, which is filed as an exhibit to the Registration Statement on Form 10
which we have filed with the SEC. See "Where You Can Obtain Additional
Information."

We established the ESPP to encourage ownership of our common stock among our
employees and employees of our subsidiaries that we designate as eligible to
participate in the ESPP.

Our compensation committee will administer the ESPP. Subject to the express
provisions of the ESPP, the committee has authority to interpret and construe
the provisions of the ESPP, to adopt rules and regulations for administering
the ESPP, and to make all other determinations necessary or advisable for
administering the ESPP. The committee will select from time to time an
administrator to operate and perform the daily administration of the ESPP and
maintain records of the ESPP.

A maximum of shares of our common stock will be made available for
purchase by participants under the ESPP, subject to appropriate adjustment for
stock dividends, stock split or combination of shares, recapitalization or
other changes in our capitalization. The shares issuable under the ESPP may be
issued out of authorized but unissued shares or may be shares issued and later
acquired by us. We may use all cash received or held by us under the ESPP for
any corporate purpose.

All of our employees or employees of our participating subsidiaries who are
regularly scheduled to work at least 20 hours each week and at least five
months each calendar year are eligible to participate in the ESPP. As of the
distribution date, there will be approximately employees eligible to
participate in the ESPP.

An eligible employee may elect to become a participant in the ESPP by filing
with the administrator a request form, which authorizes a regular payroll
deduction from the employee's paycheck. A participants' request form
authorizing a payroll deduction will remain effective from offering period to
offering period until

52
<PAGE>

amended or canceled. Offering periods are the three-month periods beginning
January 1, April 1, July 1 and October 1 of each year during which options to
purchase common stock are outstanding under the ESPP. The first offering period
will begin on the first trading day following distribution and will end on
March 31, 2001. A participant's payroll deduction must be in any whole dollar
amount or percentage from one to twenty percent of such participant's eligible
compensation payable each pay period, and at any other time an element of
eligible compensation is payable. A participant may not make cash contributions
or payments to the ESPP.

We will establish a book account for each participant, to which the
participant's payroll deductions will be credited, until these amounts are
either withdrawn, distributed or used to purchase common stock, as described
below. No interest will be credited on these cash amounts. Whole shares of
common stock will be held in the participant's account until distributed as
described below.

On the first day of each offering period we will grant to each eligible
employee an option to purchase on the last day of the offering period (the
"purchase date") at the price described below (the "purchase price") the number
of full shares of common stock which the cash credited to the participant's
account at that time will purchase at the purchase price. An employee may not
be granted an option for an offering period if immediately after the grant, he
or she would own five percent or more of the total combined voting power or
value of all classes of stock of Global Payments or any of its subsidiaries. A
participant cannot receive options that, in combination with options under
other plans qualified under Section 423 of the Code, would result in the
purchase of shares having an aggregate fair market value of more than $25,000
during any calendar year. The maximum number of shares of common stock that any
participant may purchase in the ESPP during any one offering period is
shares.

Unless the cash credited to a participant's account is withdrawn or
distributed, his or her option to purchase shares of common stock will be
deemed to have been exercised automatically on the purchase date. We will
refund to the participant the cash balance, if any, remaining in the
participant's account at the end of an offering period without interest. The
purchase price will be the lesser of (i) 85% of the fair market value of the
common stock on the first trading day of the offering period; or (ii) 85% of
the fair market value of the common stock on the last trading day of the
offering period. Since the shares will be purchased at less than market value,
employees will receive a benefit from participating in the ESPP.

A participant may not transfer options granted under the ESPP other than by
will or by the laws of descent and distribution. The participant may exercise
the options only during his or her lifetime. Participation in the ESPP will not
be deemed to give to any employee the right to be retained as our employee or
an employee of any of our subsidiaries. If a participant terminates employment,
the cash balance in the participant's account will be returned to him or her in
cash, without interest, as soon as practicable, and certificates for the shares
of common stock credited to the participant's account will be distributed as
soon as practicable or other appropriate evidence of ownership effected.

The committee may amend or terminate the ESPP at any time, but no amendment
may affect any outstanding right (unless required by law) or, unless previously
approved by our shareholders if required by applicable law or rule, no
amendment may materially affect the eligibility requirements or increase the
number of shares of common stock eligible for purchase under the ESPP. If the
ESPP is terminated, the administrator will terminate all contributions to the
ESPP and distribute participants' cash balances as soon as practicable, without
interest.

Certain Federal Income Tax Effects

The ESPP is designed to qualify as an employee stock purchase plan under
Section 423 of the Internal Revenue Code. A general summary of the federal
income tax consequences regarding the ESPP is stated below.

Neither the grant nor the exercise of options under the ESPP will have a tax
impact on us or the participant. If a participant disposes of the common stock
acquired upon the exercise of his or her options after at least two years from
the date of grant and one year from the date of exercise, then the participant
must treat

53
<PAGE>

as ordinary income the amount by which the lesser of (1) the fair market value
of the common stock at the time of disposition, or (2) the fair market value of
the common stock at the date of grant, exceeds the purchase price. Any gain in
addition to this amount will be treated as a capital gain. If a participant
holds common stock at the time of his or her death, the holding period
requirements are automatically deemed to have been satisfied and he or she will
realize ordinary income in the amount by which the lesser of (1) the fair
market value of the common stock at the time of death, or (2) the fair market
value of the common stock at the date of grant exceeds the purchase price. We
will not be allowed a deduction if the holding period requirements are
satisfied. If a participant disposes of common stock before expiration of two
years from the date of grant and one year from the date of exercise, then the
participant must treat as ordinary income the excess of the fair market value
of the common stock on the date of exercise of the option over the purchase
price. Any additional gain will be treated as long-term or short-term capital
gain or loss, as the case may be. We will be allowed a federal income tax
deduction equal to the amount of ordinary income recognized by the participant.

The above discussion is intended to summarize the applicable provisions of
the Code which are in effect as of the date of this registration statement. The
tax consequences of participating in the ESPP may vary with respect to
individual situations. Accordingly, participants should consult with their tax
advisors in regard to the tax consequences of participating in the ESPP as to
both federal and state income tax considerations.

Benefits to Named Executive Officers and Others

Participation in the ESPP is voluntary. Consequently, it is not presently
possible to determine either the benefits or amounts that will be received by
any person or group pursuant to the ESPP.

Employment, Severance and Change of Control Agreements

Paul R. Garcia, Thomas M. Dunn, James G. Kelly and Barry W. Lawson. Each of
Messrs. Garcia, Dunn, Kelly and Lawson entered into employment agreements with
NDC in 2000, the material terms of which are summarized below. These employment
agreements will be assumed by Global Payments at the effective time of the
distribution.

The executive is entitled to a minimum annual salary, subject to yearly
review, plus an annual at-risk incentive bonus opportunity, which is determined
annually based on a range of specific financial objectives reflecting his area
and scope of responsibility. The executive is also entitled to participate in
all incentive, savings and welfare benefit plans generally made available to
executive officers of the employer. The current annual salaries of these
executive officers are as follows: Mr. Garcia--$400,000; Mr. Dunn--$300,000;
Mr. Kelly--$300,000; and Mr. Lawson--$250,000.

Each of Messrs. Garcia, Dunn, Kelly and Lawson has agreed in his employment
agreement not to disclose confidential information or compete with the
employer, and not to solicit the employer's customers or recruit its employees,
for a period of 24 months following the termination of his employment.

Each of the employment agreements may be terminated by the employer at any
time for "cause" or "poor performance" (as defined therein) or for no reason,
or by the executive with or without "good reason" (as defined therein). The
agreement will also be terminated upon the death, disability or retirement of
the executive. Depending on the reason for the termination and when it occurs,
the executive will be entitled to certain severance benefits, as described
below.

If, prior to a change in control, the executive's employment is terminated
by the employer without cause (but not for poor performance) or he resigns for
good reason, the employer will be required to pay him his accrued salary and
benefits through the date of termination plus a portion of his target annual
bonus for the current year. For up to 18 months, or until he is employed
elsewhere or he violates certain restrictive covenants, the employer will
continue to pay the executive his base salary and will provide him with health
insurance coverage. In addition, all of the executive's restricted stock awards
will vest and those stock options that would have vested in the next 24 months
will vest and remain exercisable for 90 days after the end of the salary
continuation period, as described above.

54
<PAGE>

If, prior to a change in control, the executive's employment is terminated
by the employer for poor performance, the employer will be required to pay him
his accrued salary and benefits through the date of termination plus a portion
of his target annual bonus for the current year. For up to 12 months, or until
he is employed elsewhere or he violates certain restrictive covenants, the
employer will continue to pay the executive his base salary and will provide
him with health insurance coverage. In addition, all of the executive's
restricted stock awards and stock options that would have vested in the next 24
months will vest and the options will remain exercisable for 90 days after the
earlier of six months or the end of the salary continuation period, as
described above.

Mr. Kelly's agreement provides that if the distribution has not occurred by
June 2001, he may voluntarily terminate his employment. If Mr. Kelly terminates
his employment prior to a change in control, the employer will pay him his
accrued salary and benefits through the date of termination. In addition, for
12 months, or until he violates certain restrictive covenants, the employer
will continue to pay Mr. Kelly his base salary and one-twelfth of his target
annual bonus (reduced by any salary and bonus payable by a subsequent employer
during such time) and will provide him with health insurance coverage. In
addition, all of his restricted stock awards will vest.

If, within 36 months after a change in control, the executive's employment
is terminated by the employer without cause or he resigns for good reason, the
employer will be required to pay him his accrued salary and benefits through
the date of termination plus 100% of his annual bonus opportunity for the
current year. For 24 months or unless he violates certain restrictive
covenants, the employer will continue to pay the executive his base salary and
will provide him with health insurance coverage. In addition, all of the
executive's restricted stock awards and stock options will vest and the options
will remain exercisable for 90 days after the end of the salary continuation
period, as described above.

Whether or not a change in control shall have occurred, if the employment of
the executive is terminated by reason of his death, disability or retirement,
he will be entitled to his accrued salary and benefits through the date of
termination and any death, disability or retirement benefits that may apply,
but no additional severance amount. If the employer terminates the executive
for cause, or if he resigns from the employer without good reason, he will be
entitled to his accrued salary and benefits through the date of termination,
but no additional severance amount. If Mr. Kelly terminates under these
conditions before April 2001, he will be required to repay any advance on his
first annual bonus and certain relocation costs paid by the employer.

For purposes of these employment agreements, a change in control of the
employer is generally defined as the acquisition by a third party of 35% or
more of the voting power of the employer, or the consummation of certain
mergers, asset sales or other major business combinations. A restructuring or
separation of any line of business of the employer will not, of itself,
constitute a change in control. Each of these employment agreements provides
that the executive will be entitled to a tax gross-up payment from the employer
to cover any excise tax liability he may incur as a result of payments or
benefits contingent on a change in control, but such gross-up payment will be
made only if the after-tax benefit to the executive of such tax gross-up is at
least $50,000. If not, the benefits would be reduced to an amount that would
not trigger the excise tax.

55
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Currently, and until the distribution, NDC holds all of our outstanding
shares. Based on what we know about the ownership of NDC common stock, we
expect the following persons to own beneficially more than 5% of our
outstanding shares outstanding immediately following the distribution. These
beneficial owners may alter their holdings following the date of distribution.

<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Name of Beneficial Owner Owned(1) Shares
------------------------ ------------ -------------
<S> <C> <C>
Massachusetts Financial Services Company(2)...... 3,349,939 10.2%
Wanger Asset Management, Ltd., Wanger Asset
Management L.P., and Acorn Investment Trust(3).. 3,139,500 9.5%
T. Rowe Price Associates, Inc.(4)................ 1,720,950(5) 5.2%
</TABLE>
--------
(1) Assumes for purposes of this table a distribution ratio of one share of
Global Payments common stock for each share of NDC common stock held.
(2) This information is contained in a Schedule 13G dated May 11, 2000 filed by
Massachusetts Financial Services Company with the Securities and Exchange
Commission, a copy of which was received by NDC. Such Schedule 13G states
that Massachusetts Financial Services has sole voting power with respect to
2,738,479 shares and sole dispositive power with respect to 3,349,939
shares.
(3) This information is contained in a Schedule 13G dated February 11, 2000
filed by Wanger Asset Management Ltd. ("WAM"), Wanger Asset Management L.P.
("WAM L.P.") and Acorn Investment Trust with the Commission, a copy of
which was received by NDC. Such Schedule 13G states that WAM, WAM L.P. and
Acorn have shared voting and dispositive power with respect to all shares.
(4) This information is contained in a Schedule 13G dated June 9, 2000 filed by
T. Rowe Price Inc. ("Price Associates") with the Commission, a copy of
which was received by NDC. Such Schedule 13G states that Price Associates
has sole voting power with respect to 311,750 shares and sole dispositive
power with respect to 1,720,950 shares.
(5) These securities are owned by various individual and institutional
investors which Price Associates serves as investment adviser with power to
direct investments and/or sole power to vote the securities. For purposes
of the reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.

56
<PAGE>

BENEFICIAL OWNERSHIP OF MANAGEMENT

Currently, and until the distribution, NDC holds all of our outstanding
shares; therefore, none of our directors or executive officers owns any of the
shares. We predict that following the distribution, our directors and executive
officers will beneficially own that number of shares set forth below subject to
adjustments to the stock options and restricted stock to give effect to the
distribution. Unless otherwise indicated, the projections are based on the
number of NDC shares held by such persons as of August 31, 2000 and reflect the
distribution ratio of one Global Payments share for every share of common stock
of NDC held on the record date.

<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Name Owned(1)(2) Shares
---- ------------ -------------
<S> <C> <C>
Executive Officers:
Paul R. Garcia.................................... 66,928(4) *
Thomas M. Dunn.................................... 86,162(5) *
James G. Kelly.................................... 32,075(6) *
Barry W. Lawson................................... 12,600(7) *

Directors:
Edwin J. Burba, Jr................................
Paul R. Garcia.................................... (3) *
Pete Hart.........................................
William I Jacobs..................................
Robert A. Yellowlees.............................. 1,286,845(8) 3.92%
--------- ----
All Directors and Executive Officers named above,
which included
8 persons as a group..............................
</TABLE>
--------
* Less than 1%
(1) The amounts and percentages of common stock beneficially owned are reported
on the basis of regulations of the Securities and Exchange Commission
governing the determination of beneficial ownership of securities. The
beneficial owner has both voting and investment power over the shares,
unless otherwise indicated. Shares underlying stock options that are
exercisable within 60 days are deemed to be outstanding for the purpose of
computing the outstanding shares owned by that particular person and by the
group but are not deemed outstanding for other purposes.
(2) Assumes for purposes of this table a distribution ratio of one share of
Global Payments common stock for each share of NDC common stock held. The
stock options and restricted stock included in the numbers above have not
been adjusted to give effect to the distribution.
(3) Amounts listed for Mr. Garcia are set forth under Executive Officers.
(4) This amount includes 56,928 shares of restricted stock over which Mr.
Garcia currently has sole voting power only.
(5) This amount includes 34,160 shares of common stock of which Mr. Dunn has
the right to acquire beneficial ownership and 38,705 shares of restricted
stock over which he currently has sole voting power only.
(6) This amount represents restricted stock over which Mr. Kelly has sole
voting power only.
(7) This amount represents restricted stock over which Mr. Lawson has sole
voting power only.
(8) This amount includes 815,825 shares of common stock of which Mr. Yellowlees
has the right to acquire beneficial ownership, 40,000 shares held by The
Yellowlees Charitable Trust, of which Mr. Yellowlees is the Trustee, 48,660
shares of restricted stock over which he currently has sole voting power
only and 7,839 shares held by Mr. Yellowlees' wife as to which he disclaims
all beneficial ownership.

57
<PAGE>

DESCRIPTION OF GLOBAL PAYMENTS' CAPITAL STOCK

Authorized Capital Stock

Our Articles of Incorporation authorize 205,000,000 shares of all classes of
stock, of which 5,000,000 are shares of preferred stock, and 200,000,000 are
shares of common stock, no par value. Based on the number of NDC shares
outstanding on , of our shares, constituting all of
outstanding shares as of such date, will be issued to NDC stockholders on the
distribution date. All of the shares to be distributed to NDC stockholders in
the distribution will be fully paid and non-assessable.

We have reserved shares for issuance under our 2000 Long-Term Incentive
Plan shares for issuance under our 2000 Employee Stock Purchase Plan and
shares for issuance under our 2000 Non-Employee Directors Stock Option
Plan. No shares of preferred stock have been issued, although shares of
preferred stock have been reserved for issuance under the Rights Agreement (as
described below).

The following summary describes material provisions of our Articles of
Incorporation and By-laws. This summary is not complete and is subject to, and
qualified in its entirety by, the text of these documents. You should read
copies of these documents, which are included as exhibits to the Registration
Statement on Form 10 which we have filed with the SEC. See "Where You Can
Obtain Additional Information."

Common Stock

Our shareholders will be entitled to one vote for each share on all matters
voted on by shareholders, and our shareholders will possess all voting power,
except as otherwise required by law or provided in any resolution adopted by
our Board of Directors with respect to any series of our preferred stock.
Shareholders have no cumulative voting rights. Accordingly, the holders of a
majority of our shares voting for the election of directors can elect all of
the directors, if they choose to do so, subject to any rights of the holders of
preferred stock to elect directors. Subject to any preferential or other rights
of any outstanding series of our preferred stock that may be designated by our
Board of Directors, our shareholders will be entitled to such dividends as our
Board of Directors may declare from time to time from funds available therefor
and, upon liquidation, will be entitled to receive pro rata all of our assets
available for distribution to such holders. See "Risk Factors--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 your return on shares you
hold" on page 17 and "Dividend Policy" on page 32.

Preferred Stock

Our Articles of Incorporation authorize our Board of Directors, without
further shareholder approval (except as may be required by applicable law or
New York Stock Exchange regulations), to provide for the issuance of shares of
preferred stock, in one or more series, and to fix for each series such voting
powers, designations, preferences and relative, participating, optional and
other special rights, and such qualifications, limitations or restrictions, as
stated in the resolution adopted by our Board of Directors providing for the
issuance of such series and as are permitted by the Georgia Business
Corporation Code. See "Anti-Takeover Effects of Our Articles of Incorporation,
By-laws, Rights Agreement and Georgia Law--Preferred Stock" on page 60. If our
Board of Directors issues preferred stock, the rights and privileges of our
shareholders could be made subject to the rights and privileges of the holders
of preferred stock. We have no plans to issue any preferred stock, except that
our Rights Agreement provides for the issuance of shares of participating
preferred stock under the circumstances specified in the Rights Agreement, upon
exercise or exchange of rights issued thereunder. See "Anti-Takeover Effects of
Our Articles of Incorporation, By-laws, Rights Agreement and Georgia Law--
Rights Agreement" beginning on page 60.

No Preemptive Rights

No shareholder of any class of stock authorized at the distribution date
will have any preemptive right to subscribe to any kind or class of our
securities.

Transfer Agent And Registrar

Our transfer agent and registrar is SunTrust Bank.

58
<PAGE>

ANTI-TAKEOVER EFFECTS
OF OUR ARTICLES OF INCORPORATION, BY-LAWS,
RIGHTS AGREEMENT AND GEORGIA LAW

General

Our Articles of Incorporation, By-laws, Rights Agreement and the Georgia
Business Corporation Code contain certain provisions that could delay or make
more difficult an acquisition of control of our company not approved by our
Board of Directors, whether by means of a tender offer, open market purchases,
a proxy contest or otherwise. These provisions have been implemented to enable
us, particularly (but not exclusively) in the initial years of our existence as
an independent, publicly owned company, to develop our business in a manner
which will foster long-term growth without disruption caused by the threat of a
takeover not deemed by our Board of Directors to be in the best interests of
our company and its shareholders. See also "--Rights Agreement" beginning on
page 60 and "Anti-Takeover Legislation--Georgia Law" beginning on page 62.
These provisions could discourage third parties from making proposals to
acquire or control our company, even if some of the proposals, if made, might
be considered desirable by a majority of our shareholders.

These provisions may also make it more difficult for third parties to cause
the replacement of our current management without the concurrence of our Board
of Directors. In addition, certain provisions of the Tax Agreement may also
have the effect of discouraging third parties from proposing to acquire or
control us prior to the second anniversary of the distribution date. See
"Relationship Between NDC and Global Payments Following the Distribution--Tax
Sharing and Indemnity Agreement" beginning on page 23. Set forth below is a
description of the provisions contained in our Articles of Incorporation and
By-laws, the Rights Agreement and the Georgia Code that could impede or delay
an acquisition of control that our Board of Directors has not approved. This
description is intended as a summary only and is qualified in its entirety by
reference to our Articles of Incorporation, By-laws and Rights Agreement,
copies of which are included as exhibits to the Registration Statement on Form
10 which we have filed with the SEC. See "Where You Can Obtain Additional
Information."

Classified Board of Directors

Before the distribution, our Articles of Incorporation and By-laws will
divide our Board of Directors into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of our Board of
Directors will be elected each year. The first class of directors will
initially serve a one-year term, and the second class of directors will
initially serve a two-year term. Thereafter, each class of directors will be
elected for a three-year term. See "Management--Directors" beginning on page
43.

Our staggered Board of Directors could prevent a party who acquires control
of a majority of the outstanding voting stock from obtaining control of our
Board of Directors until the second annual shareholders meeting following the
date on which the acquiror obtains the controlling stock interest. This result
could have the effect of discouraging a potential acquiror from making a tender
offer or otherwise attempting to obtain control of our company.

Number of Directors; Removal; Filling Vacancies

Our Articles of Incorporation and By-laws provide that the number of
directors shall be fixed by resolution of our shareholders or by resolution of
two-thirds ( 2/3) of the Board of Directors, from time to time. Our Articles of
Incorporation provide that shareholders may remove directors only for cause and
by the affirmative vote of at least two-thirds ( 2/3) of the shares entitled to
vote.

Only a majority vote of the remaining directors, or if only one, the sole
remaining director, may fill vacancies on the Board of Directors.

59
<PAGE>

Shareholder Action

Shareholder action may be taken only at an annual meeting of shareholders or
a special meeting of shareholders or by the unanimous written consent of all of
the shareholders. Special meetings of shareholders may be called by our Board
of Directors, by the chairman of the Board of Directors or the affirmative vote
of at least two-thirds ( 2/3) of the shares entitled to vote.

Advance Notice for Shareholder Proposals or Nominations at Meetings

Any shareholder proposals or director nominations must be provided to us in
writing at least 120 days before the date of an annual meeting of shareholders
(in determining such date, one uses the mailing date for the previous year's
annual meeting) or, in the case of a special meeting of shareholders, within 10
days after notice of the meeting was sent to the shareholders. This provision
may preclude shareholders from bringing matters before the shareholders at an
annual meeting or from making nominations for directors at an annual meeting.

Amendments to By-laws

Either the Board of Directors or the holders of two-thirds ( 2/3) of the
shares of stock entitled to vote at an annual or special meeting of
shareholders may amend or repeal our By-laws.

Preferred Stock

Our Board of Directors has the power to issue one or more series of
preferred stock and to determine, with respect to any series of preferred
stock, the terms and rights of such series.

The authorized shares of preferred stock, as well as common stock, will be
available for issuance without further action by our shareholders, unless such
action is required by applicable law or the rules of the New York Stock
Exchange or any other stock exchange on which our securities may be listed. We
will be able to issue shares of preferred stock without the expense and delay
of a special shareholders' meeting. We believe that the availability of
preferred stock provides us with increased flexibility in structuring possible
future financing and acquisitions and in meeting other corporate needs which
might arise. Although our Board of Directors has no present intention to issue
a series of preferred stock, it does have the power (subject to applicable law)
to do so. Our Rights Agreement provides for the issuance of shares of
participating preferred stock under the circumstances specified in the Rights
Agreement, upon exercise or exchange of rights issued thereunder. The preferred
stock could, depending on its terms, impede the completion of a merger, tender
offer or other takeover attempt. For instance, subject to applicable law, a
series of preferred stock that has class voting rights might impede a business
combination because the holders of that series of preferred stock may be able
to block such a transaction. See "--Rights Agreement" below.

Rights Agreement

We will issue one preferred share purchase right for each share of our
common stock distributed in the distribution.

The rights are designed to ensure that all shareholders receive fair and
equal treatment in the event of any unsolicited proposal to acquire control of
our company and to guard against takeover tactics that are not in the best
interests of all shareholders. The rights could make a third party's
acquisition attempt more difficult if the transaction is not approved by our
Board of Directors.

Concurrent with the distribution, our Board of Directors will declare a
distribution of one right for each outstanding share of our common stock to
shareholders of record at the close of business on , 2000 and for
each share of common stock issued (including shares distributed from treasury)
by us thereafter and prior to the Separation Time (as described below). Each
right entitles the registered holder to purchase from us one ten-thousandth (
1/10,000th) of a share (which we refer to as a unit) of Series A Junior
Participating Preferred Stock, par value $1.00 per share, at a purchase price
of $100 per unit, subject to adjustment. The description and terms of the
rights are set forth in the Rights Agreement. See "Where You Can Obtain
Additional Information."

60
<PAGE>

Initially, the rights will attach to all certificates representing shares of
our outstanding common stock, and no separate rights certificates will be
distributed. The rights will separate from the common stock (or flip-in) and
the Separation Time will occur upon the earlier of :

. ten business days (unless otherwise accelerated or delayed by our Board
of Directors) following our public announcement that a person or group
of affiliated or associated persons (referred to as an acquiring person)
has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of 20% or more of our then-outstanding shares of
common stock, or

. ten business days (unless otherwise delayed by the our Board of
Directors) following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 20% or
more of the then-outstanding shares of our common stock.

Promptly after the Separation Time, we will mail rights certificates to
holders of record of common stock as of the close of business on the date when
the Separation Time occurs and, thereafter, the separate rights certificates
alone will represent the rights. Effective as of the Separation Time, holders
of rights that are or were beneficially owned by an acquiring person or an
acquiring persons' affiliate or associate thereof or by any transferee of any
of the foregoing, shall be void.

The rights are not exercisable until the Separation Time and will expire at
the close of business on , 2010 unless we earlier exchange or terminate
them, as described below.

If a flip-in occurs and if we have not terminated the rights, then a right
entitles its holder to acquire shares of our common stock (rather than
preferred stock) having a value equal to twice the right's exercise price.
Instead of issuing shares of common stock upon exercise of a right following a
flip-in date, we may substitute one ten-thousandth ( 1/10,000th) of a share of
preferred stock for each share of common stock issuable. In the event we do not
have sufficient treasury shares or authorized but unissued shares of common
stock or preferred stock to permit exercise in full of the rights, we may
substitute cash, debt or equity securities or other assets (or any combination
of the above). In addition, our Board of Directors may, after a flip-in date
and prior to the time that an acquiring person becomes the beneficial owner of
more than 50% of the common stock, elect to exchange all outstanding rights
(other than rights that have become void) for shares of common stock at an
exchange ratio (subject to adjustment) of share of common stock per right.
Notwithstanding any of the foregoing, rights that are, or (under certain
circumstances set forth in the Rights Agreement) were, beneficially owned by
any person on or after the date such person becomes an acquiring person will be
null and void.

Following the flip-in date, if an acquiring person controls our Board of
Directors, then we shall not enter into an agreement with respect to,
consummate or permit to occur any (i) consolidation, merger or share exchange
if either the acquiring person (or an affiliate or associate of the acquiring
person) is a party to the transaction or the terms of the transaction are not
the same for the acquiring person as for the other holders of common stock or
(ii) sale or transfer of a majority of our assets, unless, in each case, we
enter into an agreement for the benefit of the holders of the rights (other
than rights that have become void) providing that upon consummation of such
transaction each right (other than rights that have become void) shall
constitute the right to purchase stock in the acquiring entity having a value
equal to twice the exercise price of the rights.

The exercise price payable and the number of rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of common stock outstanding.

If prior to the Separation Time, we distribute securities or assets in
exchange for common stock (other than regular cash dividends or a dividend paid
solely in common stock) whether by dividend, reclassification, or otherwise, we
shall make such adjustments, if any, in the exercise price, number of rights
and otherwise as the Board of Directors deems appropriate.

At any time until the close of business on the flip-in date, the Board of
Directors may terminate all of the rights without any payment to the holders
thereof. The Board of Directors may condition termination of the rights upon
the occurrence of a specified future time or event. Rights that are terminated
will become null and void.

61
<PAGE>

Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the flip-in date without the approval of holders of
the rights, and thereafter, the Rights Agreement may be amended without
approval of the holders of the rights in any way which does not materially
adversely affect the interests of the rights holders generally or to cure an
ambiguity or to correct or supplement any provision which may be inconsistent
with any other provision or otherwise defective.

Until a right is exercised, the holder thereof, as such, will have no rights
as a shareholder, including, without limitation, the right to vote or to
receive dividends. While the distribution of the rights will not be taxable to
us or to our shareholders, shareholders may, depending upon the circumstances,
recognize taxable income in the event that the rights become exercisable.

We have initially reserved whole shares of preferred stock for
issuance upon exercise of the rights. The number of shares of preferred stock
subject to the rights may be increased or decreased (but not below the number
of shares then outstanding) by our Board of Directors.

Each unit of preferred stock will receive dividends at a rate per unit equal
to any dividends (except dividends payable in common stock) paid with respect
to a share of common stock and, on a quarterly basis, an amount per whole share
of preferred stock equal to the excess of $ over the aggregate dividends
per whole share of preferred stock during the immediately preceding three-month
period.

In the event of liquidation, the holder of each unit of preferred stock will
receive a preferred liquidation payment equal to the greater of $ or the
per share amount paid in respect of a share of common stock.

Each unit of preferred stock will have one vote, voting together with the
common stock.

In the event of any merger, consolidation, statutory share exchange or other
transaction in which shares of common stock are exchanged, each unit of
preferred stock will be entitled to receive the per share consideration paid in
respect of each share of common stock.

The rights of holders of the preferred stock as to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary anti-dilution provisions.

Because of the nature of the preferred stock's dividend, liquidation and
voting rights, the economic value of one unit of preferred stock that may be
acquired upon the exercise of each right should approximate the economic value
of share of common stock.

The rights may have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire us on terms
not approved by our Board of Directors unless the offer is conditioned on a
substantial number of rights being acquired. However, the rights will not
interfere with any merger, statutory share exchange or other business
combination approved by our Board of Directors since the rights may be
terminated upon resolution of our Board of Directors at any time on or before
the close of business on a date ten business days after our announcement that a
person has become an acquiring person. Thus, the rights are intended to
encourage persons who may seek to acquire control of us to initiate such an
acquisition through negotiations with our Board of Directors. However, the
effect of the rights may be to discourage a third party from making a partial
tender offer or otherwise attempting to obtain a substantial equity position in
the equity securities of us or seeking to obtain control of us. To the extent
any potential acquirors are deterred by the rights, the rights may have the
effect of preserving incumbent management in office.

Anti-Takeover Legislation--Georgia Law

The Georgia Code generally restricts a company from entering into certain
business combinations with any person or entity that is the beneficial owner of
at least 10% of a company's voting stock or its affiliates for a period of five
years after the date on which such shareholder obtained 10% of the company's
stock, unless

62
<PAGE>

(i) the Board of Directors approves the transaction prior to the date such
person obtained 10% of the stock, (ii) the shareholder acquires 90% of the
company's voting stock in the same transaction in which it exceeds 10%, or
(iii) subsequent to acquiring 10% of the stock, the shareholder acquires 90% of
the company's voting stock and the holders of a majority of the voting stock
entitled to vote, other than the shareholder seeking to enter into the business
combination, approves the business combination. We have elected to be covered
by this business combination statute.

The Georgia Code also contains provisions that impose certain fair price and
other procedural requirements applicable to certain business combinations with
any person who owns 10% or more of the common stock. These statutory
requirements restrict business combinations with, and accumulations of shares
of voting stock of, certain Georgia corporations. The fair price statute
applies to a company only if the company elects to be covered by the
restrictions imposed by these statutes. We have not elected to be covered by
the fair price statute.

63
<PAGE>

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation eliminate the personal liability of our
directors to our company or its shareholders for monetary damages for breach of
fiduciary duty as a director to the extent permitted under the Georgia Code.
Our directors remain liable for (i) any appropriation, in violation of the
director's duties, of any business opportunity, (ii) acts or omissions that
involve intentional misconduct or a knowing violation of law, (iii) unlawful
corporate distributions as set forth in Section 14-2-832 of the Georgia Code,
or (iv) any transactions from which the director derived an improper personal
benefit. If the Georgia Code is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, the liability of
our directors shall be eliminated or limited to the fullest extent permitted by
the Georgia Code, as amended, without further action by the shareholders. These
provisions in our Articles of Incorporation will limit the remedies available
to a shareholder in the event of breaches of any director's duties.

Our By-laws require us to indemnify and hold harmless any director or
officer who was or is a party or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (including any action or suit by or
in the right of our company) because the person is or was our director or
officer against liability incurred in such proceeding. We are not, however,
required to indemnify officers and directors for liability incurred in a
proceeding in which the director or officer is adjudged liable to us or is
subjected to injunctive relief in our favor for (i) any appropriation, in
violation of the director's or officer's duties, of any business opportunity,
(ii) any acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) any types of liability with respect to distributions as
set forth in Section 14-2-832 of the Georgia Code, or (iv) any transaction from
which such officer or director received an improper personal benefit. In
addition, our By-laws provide that we (i) must advance funds to pay or
reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding because that person is a director or officer if other
conditions are satisfied, and (ii) may indemnify and advance expenses to any
employee or agent who is not a director or officer to the same extent and
subject to the same condition that we could, without shareholder approval under
the Georgia Code, indemnify and advance expenses to a director.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or any other agent of as to which indemnification is sought
by any director, officer, employee or other agent.

EXPERTS

The consolidated financial statements for us and our subsidiaries at May 31,
2000 and May 31, 1999, and for each of the three years in the period ended May
31, 2000, appearing in this Information Statement have been audited by Arthur
Andersen LLP, independent public accountants, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon said
report given on the authority of such firm as experts in giving said reports.

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

We have filed a Registration Statement on Form 10 with the Securities and
Exchange Commission under the Exchange Act, with respect to our common stock
and the preferred stock purchase rights associated with each share of our
common stock. This document does not contain all of the information set forth
in the Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made. Statements made in this document as to the contents
of any contract, agreement or other document referred to herein are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to such exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference.

You may inspect and copy the Registration Statement and the exhibits thereto
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Regional

64
<PAGE>

Offices of the Securities and Exchange Commission at Seven World Trade Center,
Thirteenth Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such information
can be obtained by mail from the Public Reference Branch of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The SEC maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. The address of the SEC's website is
http://www.sec.gov. Our website address is http://www. . com.

After the distribution, we will be required to comply with the reporting
requirements of the Exchange Act and to file with the SEC reports, proxy
statements and other information as required by the Exchange Act. Additionally,
we will be required to provide our annual reports containing audited financial
statements to our shareholders in connection with its annual meetings of
shareholders. After the distribution, you may inspect and copy these reports,
proxy statements and other information at the public reference facilities of
the SEC or obtained by mail or over the Internet from the SEC, as described
above. After the distribution, the Global Payments shares will be listed on the
New York Stock Exchange. When the Global Payments shares commence trading on
the New York Stock Exchange, such reports, proxy statements and other
information will be available for inspection at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

65
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Global Payments Inc. and Subsidiaries Consolidated Statements of Income
for the Fiscal Years ended May 31, 2000, May 31, 1999 and May 31, 1998... F-3
Global Payments Inc. and Subsidiaries Consolidated Balance Sheets as of
May 31, 2000 and May 31, 1999............................................ F-4
Global Payments Inc. and Subsidiaries Consolidated Statements of Cash
Flows for the Fiscal Years ended May 31, 2000, May 31, 1999 and May 31,
1998..................................................................... F-5
Global Payments Inc. and Subsidiaries Consolidated Statements of Changes
in Shareholder's Equity for the Fiscal Years ended May 31, 2000, May 31,
1999 and May 31, 1998.................................................... F-6
Footnotes to the Consolidated Financial Statements........................ F-7
Consolidated Schedule II--Valuation and Qualifying Accounts............... F-18
Report of Independent Public Accountants as to Schedule................... F-19
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Global Payments Inc.:

We have audited the accompanying consolidated balance sheets of the NDC
eCommerce business segment (to be reorganized as Global Payments Inc., a
Georgia corporation--Note 1) as of May 31, 2000 and May 31, 1999 and the
related consolidated statements of income, changes in shareholders' equity, and
cash flows for each of the three years in the period ended May 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the NDC eCommerce business
segment as of May 31, 2000 and May 31, 1999 and the results of their operations
and their cash flows for each of the three years in the period ended May 31,
2000, in conformity with accounting principles generally accepted in the United
States.

/s/ Arthur Andersen LLP

Atlanta, Georgia
August 25, 2000

F-2
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(See Note 1 to Consolidated Financial Statements)

<TABLE>
<CAPTION>
Year Ended May 31,
----------------------------
2000 1999 1998
-------- -------- --------
(In thousands, except per
share data)
<S> <C> <C> <C>
Revenues.......................................... $340,033 $330,051 $291,547
-------- -------- --------
Operating expenses:
Cost of service.................................. 181,479 169,805 153,518
Sales, general and administrative................ 95,342 83,571 80,055
-------- -------- --------
276,821 253,376 233,573
-------- -------- --------
Operating income.................................. 63,212 76,675 57,974
-------- -------- --------
Other income (expense):
Interest and other income........................ 796 1,183 1,450
Interest and other expense....................... (6,119) (7,448) (6,190)
Minority interest in earnings.................... (4,117) (3,809) (2,626)
-------- -------- --------
(9,440) (10,074) (7,366)
-------- -------- --------
Income before income taxes........................ 53,772 66,601 50,608
Provision for income taxes........................ 20,725 25,265 19,531
-------- -------- --------
Net income....................................... $ 33,047 $ 41,336 $ 31,077
======== ======== ========
Basic weighted average shares outstanding......... 33,232 33,725 32,200
-------- -------- --------
Basic earnings per share.......................... $ 0.99 $ 1.23 $ 0.97
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

F-3
<PAGE>

CONSOLIDATED BALANCE SHEETS
GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(See Note 1 to Consolidated Financial Statements)

<TABLE>
<CAPTION>
May 31, May 31,
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 2,766 $ 1,356
Billed accounts receivable................................. 35,176 38,779
Allowance for doubtful accounts............................ (1,231) (1,202)
-------- --------
Accounts receivable, net.................................. 33,945 37,577
-------- --------
Income tax receivable...................................... 980 5,340
Inventory.................................................. 3,694 1,582
Net merchant processing receivable......................... 20,486 --
Deferred income taxes...................................... -- 828
Prepaid expenses and other current assets.................. 6,475 3,956
-------- --------
Total current assets...................................... 68,346 50,639
-------- --------
Property and equipment, net................................. 28,665 31,769
Intangible assets, net...................................... 173,726 184,074
Investments................................................. 5,000 --
Other....................................................... 330 1,122
-------- --------
Total Assets.............................................. $276,067 $267,604
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Line of credit from NDC.................................... $ 96,125 $ 89,375
Current portion of long-term debt.......................... -- 6,000
Obligations under capital leases........................... 2,900 3,400
Accounts payable and accrued liabilities................... 25,249 27,660
Deferred income taxes...................................... 410
Net merchant processing payable............................ -- 1,794
-------- --------
Total current liabilities................................. 124,684 128,229
-------- --------
Obligations under capital leases............................ 4,332 6,374
Deferred income taxes....................................... 5,403 4,855
Other long-term liabilities................................. 2,291 1,401
-------- --------
Total liabilities......................................... 136,710 140,859
-------- --------
Commitments and contingencies
Minority interest in equity of subsidiaries................. 18,472 18,732
Shareholder's equity:
NDC equity investment...................................... 121,250 108,178
Cumulative translation adjustment.......................... (365) (165)
-------- --------
Total shareholder's equity................................ 120,885 108,013
-------- --------
Total Liabilities and Shareholder's Equity.................. $276,067 $267,604
======== ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

F-4
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(See Note 1 to Consolidated Financial Statements)

<TABLE>
<CAPTION>
Year Ended May 31,
----------------------------
2000 1999 1998
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 33,047 $ 41,336 $ 31,077
Adjustments to reconcile net income to cash
provided by operating activities before changes
in assets and liabilities:
Depreciation and amortization.................. 9,688 9,438 8,650
Amortization of acquired intangibles and
goodwill...................................... 10,340 10,515 9,806
Deferred income taxes.......................... 1,786 6,690 1,804
Minority interest in earnings.................. 4,117 3,809 2,626
Provision for bad debts........................ 1,019 479 502
Other, net..................................... 1,500 1,909 1,884
-------- -------- --------
Subtotal........................................ 61,497 74,176 56,349
-------- -------- --------
Changes in assets and liabilities which provided
(used) cash, net of the effects of
acquisitions:
Accounts receivable, net....................... 2,423 (4,843) (3,146)
Merchant processing working capital............ (22,280) 1,488 (2,386)
Inventory...................................... (2,112) (739) 539
Prepaid expenses and other assets.............. (1,269) (54) (2,493)
Accounts payable and accrued liabilities....... (999) (3,589) 1,769
Deferred income................................ (324) 150 (146)
Income taxes................................... 4,360 (6,120) (4,688)
-------- -------- --------
Net cash provided by operating activities....... 41,296 60,469 45,798
-------- -------- --------
Cash flows from investing activities:
Capital expenditures............................ (6,002) (12,528) (8,666)
Business acquisitions, net of acquired cash..... -- (1,484) (16,966)
Increase in investments......................... (5,000) -- --
-------- -------- --------
Net cash used in investing activities........... (11,002) (14,012) (25,632)
-------- -------- --------
Cash flows from financing activities:
Net borrowings (repayments) under lines of
credit......................................... 6,750 (20,000) 37,500
Net decrease in NDC equity investment........... (21,800) (18,596) (50,351)
Net principal payments under capital lease
arrangements and other long-term debt.......... (9,457) (3,552) (3,431)
Distributions to minority interests............. (4,377) (4,080) (5,118)
-------- -------- --------
Net cash provided by (used in) financing
activities..................................... (28,884) (46,228) (21,400)
-------- -------- --------
Increase (decrease) in cash and cash
equivalents..................................... 1,410 229 (1,234)
Cash and cash equivalents, beginning of period... 1,356 1,127 2,361
-------- -------- --------
Cash and cash equivalents, end of period......... $ 2,766 $ 1,356 $ 1,127
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

F-5
<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
GLOBAL PAYMENTS INC. AND SUBSIDIARIES

(See Note 1 to Consolidated Financial Statements)

<TABLE>
<CAPTION>
Accumulated
Other
NDC Equity Comprehensive Total
Investment Loss Equity
---------- ------------- --------
(In thousands)
<S> <C> <C> <C>
Balance at May 31, 1997...................... $104,027 $ 17 $104,044
-------- ----- --------
Comprehensive income
Net income................................. 31,077 31,077
Foreign currency translation adjustment.... (141) (141)
--------
Total comprehensive income.................. 30,936
--------
Net transactions with NDC................... (13,264) (13,264)
Net distributions to NDC.................... (36,820) (36,820)
-------- ----- --------
Balance at May 31, 1998...................... 85,020 (124) 84,896
-------- ----- --------
Comprehensive income
Net income................................. 41,336 41,336
Foreign currency translation adjustment.... (41) (41)
--------
Total comprehensive income.................. 41,295
--------
Net transactions with NDC................... (13,224) (13,224)
Net distributions to NDC.................... (4,954) (4,954)
-------- ----- --------
Balance at May 31, 1999...................... 108,178 (165) 108,013
-------- ----- --------
Comprehensive income
Net income................................. 33,047 33,047
Foreign currency translation adjustment.... (200) (200)
--------
Total comprehensive income.................. 32,847
--------
Net transactions with NDC................... (12,718) (12,718)
Net distributions to NDC.................... (7,257) (7,257)
-------- ----- --------
Balance at May 31, 2000...................... $121,250 $(365) $120,885
======== ===== ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

F-6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Spin off and Basis of Presentation

In December 1999, National Data Corporation announced its intent to spin-off
the NDC eCommerce business segment into a separate publicly traded company with
its own management and Board of Directors. This Distribution is expected to
occur on , 2000 (the "Distribution Date") and will be accomplished
by forming Global Payments Inc. ("Global Payments"), transferring the stock of
the companies which comprise the NDC eCommerce business segment to Global
Payments and then distributing all of the shares of common stock of Global
Payments to NDC's stockholders. NDC stockholders are assumed to receive one
share of Global Payments for each NDC share held as of the Distribution Date;
the actual distribution ratio is to be determined. The actual total number of
shares of Global Payments common stock to be distributed will depend on the
number of shares of NDC common stock outstanding on the record date. After the
Distribution, Global Payments and NDC will be two separate public companies.

The consolidated financial statements of Global Payments include
substantially all of the assets, liabilities, revenues, and expenses of the
business conducted through NDC's eCommerce business segment. Global Payments
operates in a single industry segment and is an integrated provider of high
volume electronic transaction processing and value-added end-to-end information
services and systems on a direct and indirect basis to merchants, multinational
corporations, financial institutions, and government agencies. These services
are marketed to customers within the direct and indirect merchant services
businesses and the funds transfer business through various sales channels.
Global Payments' operations are provided in the United States, Canada, and
Europe.

The company adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosure About Segments of an Enterprise and Related
Information." Accordingly, Global Payments' chief operating decision making
group currently considers one reportable segment--electronic transaction
processing--therefore the majority of the disclosures required by SFAS 131 do
not apply to Global Payments. Global Payments' results of operations and its
financial condition are not significantly reliant upon any single customer or
Global Payments' foreign operations.

The consolidated financial statements include the accounts of Global
Payments and its majority-owned subsidiaries. Significant intercompany
transactions have been eliminated in consolidation. The consolidated financial
statements have been prepared on the historical cost basis in accordance with
accounting principles generally accepted in the United States, and present
Global Payments' financial position, results of operations, and cash flows as
derived from NDC's historical financial statements. As further described in
Note 4, certain allocations of corporate and interest expenses have been
allocated that were previously not allocated to NDC's eCommerce business
segment. These allocations were based on an estimate of the proportion of
corporate expenses related to Global Payments, utilizing such factors as
revenues, number of employees, number of transactions processed and other
applicable factors.

In conjunction with the separation of their businesses, Global Payments and
NDC will enter into various agreements that address the allocation of assets
and liabilities between them and that define their relationship after the
Distribution, including the Distribution Agreement, the Tax Sharing and
Indemnification Agreement, the Employee Benefits Agreement, the Lease Agreement
for Office Headquarters, the Intercompany Systems/Network Services Agreement,
the Batch Processing Agreement and the Transition Support Agreement.

The Risk Factors beginning on page 10 of the Information Statement filed
with Form 10 dated should be read in conjunction with these audited
financial statements.

Note 2--Summary of Significant Accounting Policies

Use of estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions. These

F-7
<PAGE>

estimates and assumptions affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and expenses
during the reported period. Actual results could differ from these estimates.

Revenue--Revenue related to information and transaction processing services
provided is recognized as such services are performed. Revenue for processing
services provided directly to merchants is recorded net of certain costs not
controlled by Global Payments (primarily interchange fees charged by credit
card associations).

Revenue related to software sales is recognized when software is installed
at the customer site or when the customer obligations are fulfilled. Revenue
related to software license agreements and hardware sales is recognized upon
shipment. Revenue related to hardware and software maintenance contracts is
recognized ratably over the terms of the contracts.

Cash and cash equivalents--Cash and cash equivalents include cash on hand
and all liquid investments with an initial maturity of three months or less
when purchased.

Inventory--Inventory, which includes microcomputer hardware and peripheral
equipment, and electronic point-of-sale terminals, is stated at the lower of
cost or market. Cost is determined by using the average cost method.

Net merchant processing receivable/payable--The net merchant processing
receivable/payable results from timing differences in Global Payments'
settlement process with merchants and credit card sales processed.

Property and equipment--Property and equipment, including equipment under
capital leases, is stated at cost. Depreciation and amortization are calculated
using the straight-line method. Equipment is depreciated over 2 to 5 year
lives. Leasehold improvements and property acquired under capital leases are
amortized over the shorter of the useful life of the asset or the term of the
lease. The costs of purchased and internally developed software used to provide
services to customers or internal administrative services are capitalized and
amortized on a straight-line basis over their estimated useful lives, not to
exceed 5 years. Maintenance and repairs are charged to operations as incurred.

Intangible assets--Intangible assets primarily represent goodwill, customer
contracts and trademarks associated with Global Payments' acquisitions.
Customer contracts and trademarks acquired are amortized using the straight-
line method over their estimated useful lives of 6 to 25 years. Goodwill
represents the excess of the cost of acquired businesses over the fair market
value of their identifiable net assets. Goodwill is being amortized on a
straight-line basis over periods ranging from 10 to 40 years.

Impairment of long-lived assets--Global Payments regularly evaluates whether
events and circumstances have occurred that indicate the carrying amount of
property and equipment or goodwill and other intangibles may warrant revision
or may not be recoverable. When factors indicate that long-lived assets should
be evaluated for possible impairment, Global Payments uses an estimate of the
future undiscounted net cash flows associated with the asset over the remaining
life of the asset in measuring whether the long-lived asset is recoverable. In
management's opinion, the long-lived assets, including property and equipment
and intangible assets, are appropriately valued at May 31, 2000 and May 31,
1999.

Investments--Global Payments holds an investment in eCharge Corporation, a
private company that offers Internet users secure and convenient ways to make
purchases over the Internet. This investment is recorded at its historical cost
of $5.0 million. Although the market value is not readily determinable,
management believes the fair value of this investment approximates its carrying
amount.

Income taxes--Deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax laws and rates (see Note 10).

F-8
<PAGE>

Fair value of financial instruments--Management considers that the carrying
amounts of financial instruments, including cash, receivables, accounts payable
and accrued expenses, and current maturities of long-term obligations,
approximates fair value.

Foreign currency translation--The assets and liabilities of foreign
subsidiaries are translated at the year-end rate of exchange, and income
statement items are translated at the average rates prevailing during the year.
The resulting translation adjustment is recorded as a component of
shareholders' equity. Exchange gains and losses on intercompany balances of a
long-term investment nature are also recorded as a component of shareholders'
equity. The effects of foreign exchange gains and losses arising from these
translations of assets and liabilities are included as a component of other
comprehensive income.

Earnings Per Share--Basic earnings per share is computed by dividing
reported earnings available to common shareholders by weighted average shares
outstanding during the period. This assumes a spin-off ratio of one for one in
the Distribution; the actual spin-off ratio is to be determined. Earnings
available to common shareholders is the same as reported net income for all
periods presented. Weighted average shares outstanding is computed by applying
the assumed Global Payments distribution ratio to the historical NDC weighted
average shares outstanding for the same periods presented.

Diluted earnings per share is computed by dividing reported earnings
available to common shareholders by weighted average shares outstanding during
the period and the impact of securities that, if exercised, would have a
dilutive effect on earnings per share. All options with an exercise price less
than the average market share price for the period generally are assumed to
have a dilutive effect on earnings per share. Diluted earnings per share is not
presented in these financial statements, as there are no historical market
share prices for Global Payments, as public trading will not commence until the
distribution occurs. Accordingly, the dilutive effect of stock options cannot
be determined.

Note 3--Business Acquisition

In May 1998 Global Payments effectively acquired certain assets of CheckRite
International, Inc. This acquisition has been recorded using the purchase
method of accounting, and accordingly, the purchase price has been allocated to
the assets acquired and liabilities assumed based on their estimated fair value
as of the date of acquisition. The operating results are included in Global
Payments' consolidated statements of income from the date of the acquisition.

The aggregate price paid for this acquisition and final adjustments to prior
period acquisitions consisted of $17.0 million; liabilities were assumed as
follows:

<TABLE>
<CAPTION>
1998
--------------
(In thousands)
<S> <C>
Fair value of assets acquired................................. $19,814
Cash acquired................................................. (1,124)
Liabilities assumed........................................... (1,724)
-------
Cash paid for acquisitions.................................... $16,966
=======
</TABLE>

The excess of cost over tangible assets acquired of $16.3 million was
allocated to goodwill and other intangible assets. The depreciable and
intangible assets are being amortized over periods ranging from 2 to 20 years
(see Note 7).

Note 4--Transactions with NDC

There were no material intercompany purchase or sales transactions between
NDC and Global Payments. Global Payments was charged with incremental corporate
costs in the amount of $5.0 million in fiscal 2000, $3.2 million in fiscal
1999, and $6.6 million in fiscal 1998. These allocations were based on an
estimate of the proportion of corporate expenses related to Global Payments,
utilizing such factors as revenues, number of employees, number of transactions
processed and other applicable factors. These amounts have been primarily
included in selling, general, and administrative expenses.

F-9
<PAGE>

Global Payments was also charged corporate interest expense based on the
anticipated corporate debt allocations of NDC to Global Payments at the
Distribution Date. Global Payments utilized a rollback approach to allocate the
anticipated portion of the NDC consolidated group's debt and interest expense
for all historical periods presented. This treatment records the current
proposed debt allocation percentage for all historical periods presented. The
allocated portion of the consolidated group's debt is presented as "line of
credit" from NDC on the accompanying consolidated balance sheets. Interest
expense recorded by Global Payments related to this debt was $4.6 million in
fiscal 2000, $5.0 million in fiscal 1999, and $2.8 million in fiscal 1998 and
is included in interest and other expense.

Note 5--Property and Equipment

As of May 31, 2000 and May 31, 1999, property and equipment consisted of the
following:

<TABLE>
<CAPTION>
2000 1999
------- -------
(In thousands)
<S> <C> <C>
Property under capital leases............................... $11,838 $14,738
Equipment................................................... 30,647 36,421
Software.................................................... 19,594 20,147
Leasehold improvements...................................... 6,410 7,338
Furniture and fixtures...................................... 3,002 4,974
Work in progress............................................ 2,532 1,852
------- -------
74,023 85,470
Less: accumulated depreciation and amortization............. 45,358 53,701
------- -------
$28,665 $31,769
======= =======
</TABLE>

Note 6--Software Costs

The following table sets forth information regarding Global Payments' costs
associated with software development for the years ended May 31, 2000, May 31,
1999 and May 31, 1998. These amounts exclude other expenditures for product
improvements, customer requested enhancements, maintenance and Year 2000
remediation.

<TABLE>
<CAPTION>
2000 1999 1998
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Total costs associated with software development...... $2,623 $1,774 $1,822
Less: capitalization of internally developed
software............................................. 884 625 122
------ ------ ------
Net research and development expense.................. $1,739 $1,149 $1,700
====== ====== ======
</TABLE>

Global Payments capitalizes costs related to the development of certain
software products. In accordance with Statement of Financial Accounting
Standards No. 86, "Accounting for the Costs of Computer Software to Be Sold,
Leased, or Otherwise Marketed", capitalization of costs begins when
technological feasibility has been established and ends when the product is
available for general release to customers. Amortization is computed on an
individual product basis and has been recognized for those products available
for market based on the products' estimated economic lives, not to exceed five
years.

Additionally, Global Payments capitalizes costs related to the development
of computer software developed or obtained for internal use in accordance with
the AICPA SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Costs incurred in the application development phase
are capitalized by Global Payments and amortized over the useful life, not to
exceed five years.

Total unamortized capitalized software costs (purchased and internally
developed) were approximately $7.9 million and $10.3 million as of May 31, 2000
and May 31, 1999, respectively. Total software amortization expense was
approximately $2.6 million, $1.9 million and $2.0 million in fiscal 2000, 1999
and 1998, respectively.

F-10
<PAGE>

Note 7--Intangible Assets

As of May 31, 2000 and May 31, 1999, intangible assets consisted of the
following:

<TABLE>
<CAPTION>
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
Customer base............................................. $102,475 $102,483
Trademarks................................................ 28,273 28,273
Goodwill and other intangibles............................ 120,199 120,199
-------- --------
250,947 250,955
Less: accumulated amortization............................ 77,221 66,881
-------- --------
$173,726 $184,074
======== ========
</TABLE>

Global Payments had expanded its focus on acquisition opportunities and
alliances with other companies to increase its market penetration,
technological capabilities, product offerings and distribution capabilities to
support its business strategy. Since fiscal 1996, Global Payments has completed
seven acquisitions accounted for under the purchase method.

In 1996, Global Payments acquired the Merchant Automated Point-of-Sale
Program ("MAPP") from MasterCard International Incorporated ("MasterCard"). The
net assets of MAPP consisted primarily of tangible personal property, leased
personal and real property, customer contracts, assembled workforce and the
goodwill of the business. Global Payments paid $110 million plus the granting
of a 7.5% membership interest in one of Global Payments' subsidiaries (Global
Payment Systems LLC) to MasterCard. The total consideration paid for the MAPP
business, was $131.6 million, and resulted in an excess cost over tangible
assets of $126.6 million. The aggregate estimated life of these intangible
assets is 34 years.

Note 8--Accounts Payable and Accrued Liabilities

As of May 31, 2000 and May 31, 1999, accounts payable and accrued
liabilities consisted of the following:

<TABLE>
<CAPTION>
2000 1999
------- -------
(In thousands)
<S> <C> <C>
Trade accounts payable...................................... $ 7,209 $ 6,230
Accrued compensation and benefits........................... 8,043 6,843
Accrued pensions............................................ 372 524
Other accrued liabilities................................... 9,625 14,063
------- -------
$25,249 $27,660
======= =======
</TABLE>

Note 9--Retirement Benefits

Historically, Global Payments has participated in the NDC noncontributory
defined benefit pension plan (the "Plan") covering substantially all of its
United States employees who have met the eligibility provisions of the plan as
of May 31, 1998. NDC closed the defined benefit pension plan to new
participants beginning June 1, 1998. Benefits are based on years of service and
the employee's compensation during the highest five consecutive years of
earnings of the last ten years of service. Plan provisions and funding meet the
requirements of the Employee Retirement Income Security Act of 1974, as
amended. The expenses for the plan are allocated to Global Payments based on
the relative projected benefit obligations for all Global Payments employees
compared with the obligations for all participants. In the opinion of
management, the expenses have been allocated on a reasonable basis and, for
fiscal 2000, were actuarially allocated to approximate the expense Global
Payments would have incurred had it been operating on a stand-alone basis.

F-11
<PAGE>

The following table provides a reconciliation of the changes in the Plan's
benefit obligations and fair value of assets over the one-year period ending
May 31, 2000 and a statement of funded status:

Changes in benefit obligations

<TABLE>
<CAPTION>
2000
--------------
(In thousands)
<S> <C>
Balance at beginning of year.................................. $6,268
Service cost.................................................. --
Interest cost................................................. 453
Benefits paid................................................. (219)
Actuarial gain................................................ (383)
------
Balance at end of year........................................ $6,119
======
</TABLE>

Changes in plan assets

<TABLE>
<CAPTION>
2000
--------------
(In thousands)
<S> <C>
Balance at beginning of year.................................. $5,763
Actual return on plan assets.................................. 642
Employer contributions........................................ --
Benefits paid................................................. (219)
------
Balance at end of year........................................ $6,186
======
</TABLE>

The accrued pension costs recognized in the Consolidated Balance Sheets
were as follows:

<TABLE>
<CAPTION>
2000
--------------
(In thousands)
<S> <C>
Funded status............................................... $ 67
Unrecognized net (gain) loss................................ (391)
Unrecognized prior service cost............................. 42
Unrecognized net asset at June 1, 1985, being amortized over
17 years................................................... (90)
-----
Accrued pension cost........................................ $(372)
=====
</TABLE>

Net pension expense (income) included the following components for the
fiscal year ending May 31:

<TABLE>
<CAPTION>
2000
--------------
(In thousands)
<S> <C>
Service cost-benefits earned during the Period................ $ --
Interest cost on projected benefit obligation................. 453
Expected return on plan assets................................ (576)
Net amortization and deferral................................. (30)
-----
Net pension expense (income).................................. $(153)
=====
</TABLE>

Significant assumptions used in determining net pension expense and related
obligations were as follows:

<TABLE>
<CAPTION>
2000
-----
<S> <C>
Discount rate......................................................... 7.75%
Rate of increase in compensation levels............................... 4.33%
Expected long-term rate of return on assets........................... 10.00%
</TABLE>

The pension expense allocated to Global Payments for fiscal 1999 and 1998
was $0.1 million and $1.1 million, respectively.

F-12
<PAGE>

Historically, Global Payments has participated in the NDC deferred
compensation 401(k) plan that is available to substantially all employees with
three months of service. Expenses of $.6 million, $.9 million, and $.8 million
were allocated to Global Payments in proportion to total payroll for fiscal
2000, 1999, and 1998, respectively. Global Payments intends to establish its
own 401(k) with substantially the same terms as the existing NDC plan with the
matching contribution in the form of Global Payments' common stock.

Note 10--Income Taxes

Historically, Global Payments has been included in the consolidated federal
income tax return of NDC. Tax provisions are settled through the intercompany
account and NDC made income tax payments on behalf of Global Payments (see Note
15). Global Payments' provision for income taxes in the accompanying
consolidated statements of income reflects federal and state income taxes
calculated on Global Payments' separate income.

The provision for income taxes includes:

<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Current tax expense:
Federal............................................. $16,266 $20,146 $16,182
State............................................... 780 1,481 1,545
------- ------- -------
17,046 21,627 17,727
------- ------- -------
Deferred tax expense:
Federal............................................. 3,389 3,366 1,677
State............................................... 290 272 127
------- ------- -------
3,679 3,638 1,804
------- ------- -------
Total................................................ $20,725 $25,265 $19,531
======= ======= =======
</TABLE>

Global Payments' effective tax rates differ from federal statutory rates as
follows:

<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Federal statutory rate................................ 35.0 % 35.0 % 35.0 %
State income taxes, net of federal income tax
benefit.............................................. 1.3 % 1.7 % 2.2 %
Non-deductible amortization and write-off of
intangible assets.................................... 1.6 % 1.3 % 2.2 %
Tax credits........................................... (0.5)% (0.3)% (0.2)%
Other................................................. 1.1 % 0.2 % (0.6)%
---- ---- ----
Total................................................ 38.5 % 37.9 % 38.6 %
==== ==== ====
</TABLE>

F-13
<PAGE>

Deferred income taxes as of May 31, 2000 and May 31, 1999 reflect the impact
of temporary differences between the amounts of assets and liabilities for
financial accounting and income tax purposes. As of May 31, 2000 and May 31,
1999, principal components of deferred tax items were as follows:

<TABLE>
<CAPTION>
2000 1999
------- -------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards......................... $ -- $ 183
Accrued expenses......................................... 368 958
------- -------
368 1,141
------- -------
Deferred tax liabilities:
Property and equipment................................... 1,692 3,654
Acquired intangibles..................................... 3,903 506
Prepaid expenses......................................... 386 418
Other.................................................... 200 590
------- -------
6,181 5,168
------- -------
Net deferred tax liability................................ (5,813) (4,027)
Less: Current deferred tax (liability) asset.............. (410) 828
------- -------
Non-current deferred tax liability........................ $(5,403) $(4,855)
======= =======
</TABLE>

A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Realization of
the operating loss carry-forwards is not considered by management to be
uncertain. Global Payments has not established valuation allowances for these
tax assets. Net operating loss carry-forwards expire between the fiscal years
2001 and 2007.

Note 11--Long-Term Debt

As of May 31, 1999, long-term debt classified as current portion consisted
of a promissory note issued to Electronic Data Systems Corporation in the
amount of $6.0 million. This note was settled on June 30, 1999. This note was
issued in consideration for Global Payments' acquisition of their multi-client
bank card processing business in January 1997.

Note 12--Shareholder's Equity

NDC equity investment--NDC's equity investment includes the original
investment in Global Payments, accumulated income of Global Payments, and the
net intercompany receivable due from NDC reflecting transactions described in
Note 4. The net amount due from NDC as of May 31, 2000 and May 31, 1999 was
$98.3 million and $85.5 million, respectively, and is included in the NDC
equity investment in the accompanying balance sheets.

Stock Options--NDC has certain Stock Option Plans (the "Plans") under which
incentive stock options and non-qualified stock options have been granted to
officers, key employees and directors of NDC. In connection with the separation
of Global Payments from NDC, stock options under the Plans that are not
exercised prior to the date of the Distribution will expire shortly thereafter.
However, employees will be given an opportunity to surrender their NDC options
prior to the date of the Distribution. Equivalent options will be issued in
Global Payments to each employee who forfeited NDC options, either because they
expired or were surrendered prior to the Distribution. NDC Stock Options will
be replaced with Global Payments stock options in amounts and at exercise
prices intended to preserve the economic benefit of the NDC stock options at
such time. The fair market value of NDC common stock immediately before the
Distribution and the fair market value of Global Payments common stock, upon
the commencement of public trading, will impact the number of options issued to
Global Payments employees. The number of shares of NDC common stock subject to
options held by option holders expected to become Global Payments employees at
May 31, 2000 was

F-14
<PAGE>

639,366 shares. The exercise price of such options range from $6.67 to $37.56.
The ultimate number of stock options to be held by Global Payments employees
and the number and exercise price of the Global Payments stock options to be
issued, subject to the above calculation, cannot yet be determined.

Note 13--Related Party Transactions

In connection with the fiscal 1996 purchase of Merchant Automated Point of
Sale Program ("MAPP") from MasterCard International Incorporated, MasterCard
holds a 7.5% minority interest in Global Payment Systems, LLC, a partnership
with MasterCard International Incorporated. MasterCard provides certain
services for the MAPP business unit. The original service agreement was for a
period of three years and ended on March 31, 1999. The services agreement was
then amended to allow certain services to be provided through April 1, 2000.
Global Payments now performs the services formerly provided by MasterCard under
this service agreement internally. For the years ended May 31, 2000, May 31,
1999 and May 31, 1998 Global Payments incurred expenses of approximately $.2
million, $3.0 million and $6.8 million respectively, related to these services.

Also, during fiscal 1996, National Data Payment Systems, Inc., a subsidiary
of Global Payments, formed an alliance with Comerica Bank and purchased 51%
ownership interest in NDPS Comerica Alliance, LLC. There are agreements in
place for Global Payments to reimburse Comerica Bank for any expenses incurred
on behalf of the alliance. For the years ended May 31, 2000, May 31, 1999 and
May 31, 1998 Global Payments incurred expenses of approximately $.9 million,
$.6 million and $.6 million, respectively, related to these services.

Note 14--Commitments and Contingencies

Global Payments conducts a major part of its operations using leased
facilities and equipment. Many of these leases have renewal and purchase
options and provide that Global Payments pay the cost of property taxes,
insurance and maintenance.

Rent expense on all operating leases for fiscal 2000, 1999 and 1998 was
approximately $5.8 million, $6.3 million and $6.9 million, respectively.

Future minimum lease payments for all noncancelable leases at May 31, 2000
were as follows:

<TABLE>
<CAPTION>
Capital Operating
Leases Leases
------- ---------
(In thousands)
<S> <C> <C>
2001..................................................... $3,489 $ 4,685
2002..................................................... 2,671 3,703
2003..................................................... 1,722 2,974
2004..................................................... 386 2,179
2005..................................................... -- 1,590
Thereafter............................................... -- 3,846
------ -------
Total future minimum lease payments...................... 8,268 $18,977
=======
Less: amount representing interest....................... 1,036
------
Present value of net minimum lease payments.............. 7,232
Less: current portion.................................... 2,900
------
Long-term obligations under capital leases at May 31,
2000.................................................... $4,332
======
</TABLE>

Global Payments is party to a number of claims and lawsuits incidental to
its business. In the opinion of management, the ultimate outcome of such
matters, in the aggregate, will not have a material adverse impact on Global
Payments' financial position, liquidity or results of operations.

F-15
<PAGE>

We have a commitment for an unsecured $ million revolving line of
credit. It will fund a cash dividend payable to NDC to reflect our share of
NDC's pre-distribution debt used to establish our initial capitalization. This
line of credit will also be used to meet working capital and acquisition needs
after the Distribution. This line has a variable interest rate based on market
rates. The credit agreement contains certain financial and non-financial
covenants customary for financings of this nature. Final maturity will be
years from the Distribution. As indicated in Note 4, Global Payments utilized a
"rollback" approach to allocate the anticipated portion of the NDC consolidated
group's debt and interest expense. Accordingly, as of May 31, 2000 and May 31,
1999, there was $96.1 million and $89.4 million respectively, allocated and
outstanding under the lines of credit.

Global Payments processes credit card transactions for direct merchant
locations. Global Payments' merchant customers have the liability for any
charges properly reversed by the cardholder. In the event, however, that Global
Payments is not able to collect such amount from the merchants, due to merchant
fraud, insolvency, bankruptcy or another reason, Global Payments may be liable
for any such reversed charges. Global Payments requires cash deposits and other
types of collateral by certain merchants to minimize any such contingent
liability. Global Payments also utilizes a number of systems and procedures to
manage merchant risk. In addition, Global Payments believes that the
diversification of its merchant portfolio among industries and geographic
regions minimizes its risk of loss.

Global Payments recognizes revenue based on a percentage of the gross amount
charged and has a potential liability for the full amount of the charge. Global
Payments establishes reserves for operational losses based on historical and
projected experiences concerning such charges. In the opinion of management,
such reserves for losses are adequate.

Global Payments also has a check guarantee business. Similar to the credit
card business, Global Payments charges its merchants a percentage of the gross
amount of the check and guarantees payment of the check to the merchant in the
event the check is not honored by the checkwriter's bank. As a result, Global
Payments incurs operational charges in this line of business. Global Payments
has the right to collect the full amount of the check from the checkwriter but
has not historically recovered 100% of the guaranteed checks. Global Payments
establishes reserves for this activity based on historical and projected loss
experiences. Expenses of $10.1 million, $8.5 million and $8.8 million were
recorded for fiscal 2000, 1999 and 1998, respectively, for these reserves.

In connection with Global Payments' acquisition of merchant credit card
operations of banks, Global Payments has also entered into depository and
processing agreements (the "Agreements") with certain of the banks. These
Agreements allow Global Payments to use the banks' "Bank Identification Number"
("BIN") to clear credit card transactions through VISA and MasterCard. Certain
agreements contain financial covenants, and Global Payments was in compliance
with all such covenants as of May 31, 2000 or had obtained a verbal waiver of
such covenants. In management's opinion, Global Payments would be able to
obtain alternative BIN agreements without material impact to Global Payments in
the event of the termination of these Agreements.

Effective April 1, 2000, MasterCard may put to Global Payments ("Put Right")
all or any portion of its membership interest in Global Payment Systems LLC.
MasterCard's Put Right shall be exercised by providing Global Payment Systems
LLC with notice specifying the percentage of its membership interest to be put,
the date on which the proposed put price is to be paid, and the proposed put
price. The proposed put price shall be based on the fair market value of Global
Payment Systems LLC on a stand-alone basis. As an alternative to purchasing
MasterCard's membership interest in the event of the exercise of the put right,
Global Payment Systems LLC may elect to dissolve the partnership with
MasterCard receiving a share of the net liquidation proceeds, in proportion to
their membership interest.

F-16
<PAGE>

Note 15--Supplemental Cash Flow Information

Historically, Global Payments' cash flow had been calculated with and
included in the NDC consolidated group's Supplemental Cash Flows. Global
Payments' payments for income taxes have been calculated on Global Payments'
separate income and reflect federal and state income tax payment allocations as
if Global Payments had been operating on a stand-alone basis (Note 10). Global
Payments has utilized a "rollback" approach to allocate the portion of the
consolidated group's interest payments for all historical periods presented
(Note 4).

Supplemental cash flow disclosures and non-cash investing and financing
activities for the years ended May 31, 2000, May 31, 1999 and May 31, 1998 are
as follows:

<TABLE>
<CAPTION>
2000 1999 1998
------ ------- -------
(In thousands)
<S> <C> <C> <C>
Supplemental cash flow information:
Income taxes paid, net of refunds.................. $5,816 $28,134 $20,375
Interest paid...................................... 8,506 7,070 5,712
Supplemental non-cash investing and financing
activities:
Capital leases entered into in exchange for
property and equipment............................ 915 6,710 4,815
</TABLE>

Note 16--Quarterly Consolidated Financial Information (Unaudited)

<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------
August 31 November 30 February 29 May 31
--------- ----------- ----------- -------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Fiscal Year 2000
Revenue.............................. $89,828 $84,174 $81,827 $84,204
Operating income..................... 20,539 15,275 13,420 13,978
Net income........................... 11,204 8,023 6,930 6,890
Basic earnings per share(1).......... 0.33 0.24 0.21 0.21

Fiscal Year 1999
Revenue.............................. $82,397 $79,319 $81,782 $86,553
Operating income..................... 20,393 15,926 17,691 22,665
Net income........................... 11,158 8,694 9,502 11,982
Basic earnings per share(1).......... 0.33 0.26 0.28 0.36
</TABLE>
--------
(1) Assumes a distribution ratio of one share of Global Payments common stock
for each share of NDC common stock held. The actual ratio has not yet been
determined.

F-17
<PAGE>

Global Payments Inc.
CONSOLIDATED SCHEDULE II
Valuation & Qualifying Accounts

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- ---------- ------------------- ------------- ----------
1 2
Balance at Charged to Uncollectible Balance at
Beginning Costs and Acquired Accounts End
Description of Period Expenses Balances Write-Off of Period
----------- ---------- ---------- -------- ------------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Trade Receivable
Allowances
May 31, 1998............ $ 609 $1,304 $343 $ 870 $1,386
May 31, 1999............ 1,386 1,473 -- 1,657 1,202
May 31, 2000............ 1,202 1,345 -- 1,316 1,231
</TABLE>

F-18
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE

We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements of the NDC eCommerce business
segment (to be reorganized as Global Payments Inc., a Georgia corporation--See
Note 1) included in this information statement on Form 10, and have issued our
report thereon dated August 25, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index on page F-1 is the responsibility of Global Payments' management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Atlanta, Georgia
August 25, 2000

F-19