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TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-106071

Prospectus Supplement
(To Prospectus dated July 18, 2003)

GRAPHIC

First Data Corporation

$500,000,000

3.375% Notes due 2008

Issue price: 99.685%

$500,000,000

4.70% Notes due 2013

Issue price: 99.621%

Interest payable February 1 and August 1

The 2008 notes will mature on August 1, 2008. The 2013 notes will mature on August 1, 2013. Interest on the notes will accrue from July 30, 2003. We may redeem either series of notes in whole or in part at any time at the redemption prices set forth under "Description of the Notes—Optional Redemption" on page S-21 of this prospectus supplement. The notes will not be entitled to any sinking fund.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
 
   Price to
Public

   Underwriting
Discounts (1)

   Proceeds to
First Data
Per 2008 Note   99.685%   .350%   99.335%
Total   $498,425,000   $1,750,000   $496,675,000
Per 2013 Note   99.621%   .450%   99.171%
Total   $498,105,000   $2,250,000   $495,855,000
(1)
See "Underwriting" beginning on page S-23 of this prospectus supplement.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its participants on or about July 30, 2003.

Joint Bookrunning Managers

Citigroup   JPMorgan   Merrill Lynch & Co.

Co-Managers

  Bear, Stearns & Co. Inc.  
  Fleet Securities, Inc.  
  Morgan Stanley  
  Wachovia Securities  
  Wells Fargo Institutional Brokerage and Sales  

July 23, 2003


TABLE OF CONTENTS

Prospectus Supplement

 

About This Prospectus Supplement
Special Note Regarding Forward-Looking Statements
Recent Developments
Use of Proceeds
Pro Forma Ratios of Earnings to Fixed Charges
Selected Historical Financial Information
Selected Unaudited Pro Forma Financial Information
Description of the Notes
Underwriting
Legal Matters

Prospectus

 
Where You Can Find More Information
First Data Corporation
Recent Developments
Use of Proceeds
Ratios of Earnings to Fixed Charges
Description of Debt Securities
Description of Capital Stock
Plan of Distribution
Legal Matters
Experts

S-2


ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement contains the terms of this offering of notes. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying prospectus.

No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of such information.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."

S-3



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus supplement and the accompanying prospectus, and in documents that are incorporated by reference in the accompanying prospectus, that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of our operations.

These statements may be preceded by, followed by or include the words "may," "will," "should," "potential," "possible," "believes," "expects," "anticipates," "intends," "plans," "estimates," "hopes" or similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance. You should understand that the following important factors, among others, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•
the ability of First Data and Concord EFS, Inc. to satisfy all conditions precedent to the completion of the proposed merger (including shareholder and various regulatory approvals) (see "Recent Developments" and "Selected Unaudited Pro Forma Financial Information" in this prospectus supplement for further information regarding the proposed merger);

•
the ability of First Data and Concord to integrate their operations successfully;

•
the timing of the integration of First Data and Concord necessary to achieve enhanced earnings or effect cost savings;

•
the ability of the combined company to implement comprehensive plans for asset rationalization;

•
the successful integration by the combined company of information technology systems and the elimination of duplicative overhead and information technology costs without unexpected costs or delays;

•
the retention of existing, and continued attraction of additional, customers and critical employees;

•
the ability to expand successfully our product offering;

•
the ability to grow at rates approximating recent levels for card-based payment transactions and other relevant products and services;

•
the effect of unanticipated changes in laws, regulations, credit card association rules or other industry standards or practices affecting our businesses which could require significant product redevelopment efforts, reduce the market for or value of our products or render products obsolete;

S-4

•
the effect of changes in card association fees, products or practices;

•
the effect of unanticipated developments relating to previously disclosed lawsuits or similar matters, including, but not limited to, the outcome of litigation involving VISA and MasterCard;

•
the ability to manage successfully any impact from slowing economic conditions or consumer spending;

•
the effect of catastrophic events that could impact our customers' operating facilities, communication systems and technology or that have a material negative impact on current economic conditions or levels of consumer spending;

•
the effect of a material breach of security of any of our systems;

•
the effects of any utility or system interruptions or processing errors;

•
the ability to manage successfully the potential both for patent protection and patent liability in the context of the rapidly developing legal framework for expansive software patent protection;

•
the possibility of continued consolidation in the banking and retail industries;

•
the susceptibility of our business to fraud at the merchant level;

•
the effect of economic and political conditions on a regional, national or international basis;

•
the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere;

•
the effect of inflation, changes in currency exchange rates and changes in interest rates;

•
the financial resources of, and products available to, our competitors;

•
the ability to gain customer acceptance of our new products and technologies; and

•
product performance and customer expectations.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this prospectus supplement or the accompanying prospectus or the date of any document incorporated by reference in the accompanying prospectus.

Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions or updates to such forward-looking statements to reflect events or circumstances after the date of this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in the accompanying prospectus or to reflect the occurrence of unanticipated events.

S-5


RECENT DEVELOPMENTS

Concord Merger

On April 1, 2003, First Data and Monaco Subsidiary Corporation, our wholly owned subsidiary, announced a proposed merger with Concord EFS, Inc. pursuant to which Monaco will be merged into Concord and Concord will become a wholly owned subsidiary of First Data. See "Selected Unaudited Pro Forma Financial Information" beginning on page S-18 of this prospectus supplement.

Second Quarter Earnings

On July 17, 2003, First Data announced its earnings for the three months and six months ended June 30, 2003. We reported second quarter earnings per share of $0.47 up 21% year-over-year. Revenue grew 12% to $2.1 billion.

Business Segment Highlights

Payment Services

Payment Services, comprised largely of Western Union, delivered second quarter 2003 revenue of $896 million, a 15% growth from $780 million in the same period last year. Operating profits grew 24% to $305 million with profit margin improving to 34%, up from 32% in second quarter 2002. The international business, including Mexico, contributed to the increase in profit margin.

Western Union's ability to provide convenient means for consumers to send money anywhere and at any time continued to drive transaction growth in the second quarter. Consumer-to-consumer money transfer transactions, more than 80% of Western Union's money transfer revenue, grew 20%. Transaction growth to Mexico was 25%. International transactions and revenue grew 27% and 26%, respectively. Western Union branded consumer-to-business transactions increased 15%. Prepaid services transactions grew 34%.

The Western Union agent distribution network is more than 165,000 locations strong. At current expansion rates, Western Union is well on track to finish the year with more than 180,000 agent locations.

Executing on First Data's cross-sell strategy, ValueLink, Western Union's prepaid stored value card business, expanded the total number of retail outlets where ValueLink stored value cards are offered and accepted to nearly 72,000 by signing agreements with several existing First Data clients, including Winn-Dixie.

Card Issuing Services

Card Issuing Services posted second quarter 2003 revenue of $509 million, up 10% year-over-year primarily due to increased print, mail and plastics outsourcing business. Card Issuing continues to generate healthy cash flows consistent with the First Data family of

S-6


businesses. Operating profits of $74 million declined as a result of decreasing sub-prime business, increased investments in international markets and pricing adjustments.

As of June 30, 2003, accounts on file were 316 million. The pipeline of accounts to be converted is approximately 90 million. During the quarter, more than 8 million accounts were converted. An additional 29 million accounts are scheduled to be converted by the end of 2003.

Merchant Services

Merchant Services grew revenue and operating profits 12% for the second quarter of 2003 to $783 million and $217 million, respectively. Merchant processing transactions grew 25%, and profit margin remained strong at 28%.

A pending bank merger led to the termination of a small First Data alliance relationship. The termination of this alliance relationship and the sale of First Data's interest in the related merchant portfolio resulted in a $20 million pre-tax gain in the quarter. This compares to $20 million in similar gains including contract termination fees in the second quarter 2002.

Emerging Payments

Emerging Payments, First Data's eONE Global business, reported $38 million in revenue for the second quarter of 2003. During the second quarter, eONE Global signed several agreements expanding its overall payment technology capabilities and creating new revenue opportunities.

Other Highlights

On May 21, 2003, our board authorized an additional $1.145 billion for stock repurchases. During the second quarter of 2003, we repurchased 10.7 million shares of our stock for $454 million at an average price of $42.47 per share. The remaining authorization for stock repurchases is approximately $1.0 billion. We intend to use a portion of the proceeds from this offering for such repurchases. See "Use of Proceeds" on page S-16 of this prospectus supplement.

S-7


FIRST DATA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)

 
   Three Months Ended
June 30,
    
  
 
   2003
   2002
   Change
  
Revenues:                  
Transaction and processing service fees:                  
  Payment services   $ 791.8   $ 691.1   15 %
  Merchant services (a)     529.5     473.9   12 %
    Check verification and guarantee services     101.6     96.3   6 %
  Card issuing services     332.9     315.6   5 %
  All other     36.4     42.4   -14 %
Investment income, net     38.2     25.7   49 %
Professional services     24.7     29.3   -16 %
Software licensing and maintenance     12.2     17.5   -30 %
Product sales and other     95.1     75.9   25 %
Reimbursable postage and other     151.8     122.2   24 %
   
 
     
      2,114.2     1,889.9   12 %
   
 
     

Expenses: (a)
 
 
 
 
 
 
 
 
 
Cost of services     1,049.0     939.1   12 %
Cost of products sold     55.0     47.3   16 %
Selling, general and administrative     355.4     319.3   11 %
Reimbursable postage and other     151.8     122.2   24 %
Other operating expenses:                  
  Restructuring, net     —     (1.8 ) NM  
  Impairments     —     11.3   NM  
  Litigation and regulatory settlements     —     30.0   NM  
   
 
     
      1,611.2     1,467.4   10 %
   
 
     
Operating profit     503.0     422.5   19 %
   
 
     

Other income (expense):
 
 
 
 
 
 
 
 
 
  Interest income     1.4     1.2   17 %
  Interest expense     (25.5 )   (28.6 ) -11 %
  Investment gains and (losses)     (0.1 )   5.7   NM  
  Divestitures, net     —     2.4   NM  
   
 
     
      (24.2 )   (19.3 ) 25 %
   
 
     
Income before income taxes, minority interest and equity earnings in affiliates     478.8     403.2   19 %
   
 
     
Income taxes     131.7     106.2   24 %

Minority interest
 
 
(32.1
)
 
(26.4
)
22
%
Equity earnings in affiliates     38.8     28.0   39 %
   
 
     
Net income   $ 353.8   $ 298.6   18 %
   
 
     
Earnings per share – basic   $ 0.47   $ 0.39   21 %
Earnings per share – diluted   $ 0.47   $ 0.39   21 %

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
  Basic     747.9     760.0   -2 %
  Diluted     759.4     775.7   -2 %

Shares outstanding at end of period
 
 
740.2
 
 
757.2
 
-2
%

NM = Not meaningful.

(See accompanying notes)

S-8


FIRST DATA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)

 
   Six Months Ended June 30,
    
  
 
   2003
   2002
   Change
  
Revenues:                  
Transaction and processing service fees:                  
  Payment services   $ 1,550.0   $ 1,321.3   17 %
  Merchant services (a)     1,011.8     897.2   13 %
    Check verification and guarantee services     194.0     180.9   7 %
  Card issuing services     669.8     629.9   6 %
  All other     72.9     82.7   -12 %
Investment income, net     68.1     55.6   22 %
Professional services     51.0     49.3   3 %
Software licensing and maintenance     23.4     27.9   -16 %
Product sales and other     163.9     147.7   11 %
Reimbursable postage and other     318.3     237.7   34 %
   
 
     
      4,123.2     3,630.2   14 %
   
 
     
Expenses: (a)                  
Cost of services     2,083.5     1,843.3   13 %
Cost of products sold     99.4     93.7   6 %
Selling, general and administrative     694.3     619.1   12 %
Reimbursable postage and other     318.3     237.7   34 %
Other operating expenses:                  
  Restructuring, net     —     7.1   NM  
  Impairments     —     11.3   NM  
  Litigation and regulatory settlement charges     —     30.0   NM  
   
 
     
      3,195.5     2,842.2   12 %
   
 
     
Operating profit     927.7     788.0   18 %
   
 
     
Other income (expense):                  
  Interest income     2.7     2.8   -4 %
  Interest expense     (51.9 )   (59.3 ) -12 %
  Investment gains and (losses)     (0.2 )   —   NM  
  Divestitures, net     —     2.4   NM  
   
 
     
      (49.4 )   (54.1 ) -9 %
   
 
     
Income before income taxes, minority interest and equity earnings in affiliates     878.3     733.9   20 %
   
 
     
Income taxes     242.7     196.1   24 %

Minority interest
 
 
(57.0
)
 
(47.0
)
21
%
Equity earnings in affiliates     67.8     52.1   30 %
   
 
     
Net income   $ 646.4   $ 542.9   19 %
   
 
     
Earnings per share – basic   $ 0.86   $ 0.71   21 %
Earnings per share – diluted   $ 0.85   $ 0.70   21 %

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
  Basic     749.1     761.3   -2 %
  Diluted     759.6     778.3   -2 %

Shares outstanding at end of period
 
 
740.2
 
 
757.2
 
-2
%

NM = Not meaningful.

(See accompanying notes)

S-9


FIRST DATA CORPORATION
SUMMARY SEGMENT DATA
(Unaudited)
(In millions)

 
   Three Months Ended June 30,
    
  
 
   2003
   2002
   Change
  
Revenues:                  
  Payment services   $ 896.3   $ 779.6   15 %
  Merchant services (a)     783.1     697.4   12 %
  Card issuing services     508.8     462.3   10 %
  Emerging payments     38.1     40.6   -6 %
   
 
     
    Subtotal segment revenues     2,226.3     1,979.9   12 %
  All other and corporate     20.0     23.6   -15 %
   
 
     
      2,246.3     2,003.5   12 %
   
 
     
Adjustments for items included in segment and all other and corporate revenue: (b)                  
  Equity earnings in affiliates (c)     (45.9 )   (34.0 ) 35 %
  Interest income     (1.4 )   (1.2 ) 17 %
  Eliminations (d)     (84.8 )   (78.4 ) 8 %
   
 
     
    Consolidated revenue   $ 2,114.2   $ 1,889.9   12 %
   
 
     
Operating profit: (e)                  
  Payment services   $ 304.8   $ 245.7   24 %
  Merchant services     216.9     194.0   12 %
  Card issuing services     73.8     90.5   -18 %
  Emerging payments     (3.7 )   (4.0 ) 8 %
   
 
     
    Subtotal segment operating profit     591.8     526.2   12 %
  All other and corporate     (23.9 )   (10.7 ) -123 %
   
 
     
      567.9     515.5   10 %
   
 
     
Adjustments for items included in segment and all other and corporate operating profit: (f)                  
  Equity earnings in affiliates     (38.8 )   (28.0 ) 39 %
  Minority interest from segment operations (g)     32.3     29.8   8 %
  Eliminations (h)     (57.0 )   (54.1 ) 5 %

Interest expense
 
 
(25.5
)
 
(28.6
)
-11
%
Items excluded from segment operations (i)     (0.1 )   (31.4 ) NM  
   
 
     
Income before income taxes, minority interest and equity earnings in affiliates   $ 478.8   $ 403.2   19 %
   
 
     
Depreciation and Amortization:                  
  Payment services   $ 28.8   $ 22.2   30 %
  Merchant services (a)     63.1     59.3   6 %
  Card issuing services     46.2     41.4   12 %
  Emerging payments     2.7     4.4   -39 %
  All other and corporate     4.2     4.4   -5 %
   
 
     
    Consolidated depreciation and amortization   $ 145.0   $ 131.7   10 %
   
 
     

NM = Not meaningful.

(See accompanying notes)

S-10


FIRST DATA CORPORATION
SUMMARY SEGMENT DATA
(Unaudited)
(In millions)

 
   Six Months Ended
June 30,
    
  
 
   2003
   2002
   Change
  
Revenues:                  
  Payment services   $ 1,748.8   $ 1,498.7   17 %
  Merchant services (a)     1,480.4     1,320.7   12 %
  Card issuing services     1,032.3     914.6   13 %
  Emerging payments     74.8     67.5   11 %
   
 
     
    Subtotal segment revenues     4,336.3     3,801.5   14 %
  All other and corporate     40.4     46.3   -13 %
   
 
     
      4,376.7     3,847.8   14 %
   
 
     
Adjustments for items included in segment and all other and corporate revenue: (b)                  
  Equity earnings in affiliates (c)     (82.6 )   (64.4 ) 28 %
  Interest income     (2.7 )   (2.8 ) -4 %
  Eliminations (d)     (168.2 )   (150.4 ) 12 %
   
 
     
    Consolidated revenue   $ 4,123.2   $ 3,630.2   14 %
   
 
     
Operating profit: (e)                  
  Payment services   $ 585.5   $ 476.0   23 %
  Merchant services     371.3     337.3   10 %
  Card issuing services     149.5     175.0   -15 %
  Emerging payments     (7.7 )   (12.4 ) 38 %
   
 
     
    Subtotal segment operating profit     1,098.6     975.9   13 %
  All other and corporate     (45.0 )   (31.4 ) -43 %
   
 
     
      1,053.6     944.5   12 %
   
 
     
Adjustments for items included in segment and all other and corporate operating profit: (f)                  
  Equity earnings in affiliates     (67.8 )   (52.1 ) 30 %
  Minority interest from segment operations (g)     57.2     52.1   10 %
  Eliminations (h)     (112.6 )   (105.3 ) 7 %

Interest expense
 
 
(51.9
)
 
(59.3
)
-12
%
Items excluded from segment operations (i)     (0.2 )   (46.0 ) NM  
   
 
     
Income before income taxes, minority interest and equity earnings in affiliates   $ 878.3   $ 733.9   20 %
   
 
     
Depreciation and Amortization:                  
  Payment services   $ 57.8   $ 42.5   36 %
  Merchant services (a)     124.7     116.4   7 %
  Card issuing services     91.8     81.6   13 %
  Emerging payments     5.5     7.5   -27 %
  All other and corporate     8.6     9.3   -8 %
   
 
     
    Consolidated depreciation and amortization   $ 288.4   $ 257.3   12 %
   
 
     

NM = Not meaningful.

(See accompanying notes)

S-11


FIRST DATA CORPORATION
NOTES TO FINANCIAL SCHEDULES
(Unaudited)

(a)
In the third quarter of 2002, we acquired a majority interest in three merchant alliances, Huntington Merchant Services, Wachovia Merchant Services and Wells Fargo Merchant Services. Revenues and expenses were retroactively restated back to January 1, 2002 to reflect the merchant alliances, which were previously accounted for under the equity method of accounting, as consolidated subsidiaries.

(b)
"Adjustments for items included in segment and all other and corporate revenue" represent items that are included in segment and all other and corporate revenues but are excluded from total revenues on the Consolidated Statements of Income.

(c)
Excludes equity losses that were recorded in expense of $0.1 million and $1.0 million for the three and six months ended June 30, 2003, respectively, and the amortization related to the excess of the investment balance over our proportionate share of the investee's net book value for 2003 and 2002.

(d)
Represents elimination of adjustment to record payment services revenues on a pre-tax equivalent basis and elimination of intersegment revenue.

(e)
"Segment and all other and corporate operating profit" includes interest income, minority interest and equity earnings in affiliates net of related amortization expense and the allocation of corporate overhead. "Segment and all other and corporate operating profit" excludes items discussed in note (i) below and interest expense.

(f)
"Adjustments for items included in segment and all other and corporate operating profit" represent items that are included in segment and all other and corporate operating profit but are excluded from "Income before income taxes, minority interest and equity earnings in affiliates" on the Consolidated Statements of Income.

(g)
"Minority interest from segment operations" excludes minority interest attributable to items excluded from segment operations.

(h)
Primarily represents elimination of adjustment to record payment services profits on a pre-tax equivalent basis.

(i)
Additional items excluded from segment and all other corporate operating profit consist of the following:

2003 (in millions)
   Three Months Ended
June 30, 2003
   Six Months Ended
June 30, 2003
  
Investment losses, net   $ (0.1 ) $ (0.2 )
   
 
 
      (0.1 )   (0.2 )

Minority interest
 
 
0.1
 
 
0.2
 
   
 
 
    $ —   $ —  
   
 
 

First Data recorded a $0.1 million investment loss during the three months ended June 30, 2003 attributed to a $0.5 million write-down of an investment in the emerging payments segment,

S-12


offset by a $0.4 million dividend on an investment held by corporate. First Data recorded a $0.1 million write-down of an investment in the emerging payments segment during the three months ended March 31, 2003.

2002 (in millions)
   Three Months Ended
June 30, 2002
   Six Months Ended
June 30, 2002
  
Restructuring, net   $ 1.8   $ (7.1 )

Impairments
 
 
(11.3
)
 
(11.3
)

Litigation and regulatory settlement charges
 
 
(30.0
)
 
(30.0
)

Investment gains, net
 
 
5.7
 
 
—
 

Divestitures, net
 
 
2.4
 
 
2.4
 
   
 
 
      (31.4 )   (46.0 )
Minority interest     3.4     5.1  
   
 
 
    $ (28.0 ) $ (40.9 )
   
 
 

A restructuring charge of $8.9 million was recorded in the first quarter of 2002 and was offset with reversals of excess restructuring accruals of $1.8 million in the second quarter.

Impairment charges of $11.3 million were recorded in the second quarter of 2002 related to SurePay's capitalized business to business software development costs.

A litigation charge of $30.0 million was recorded in the second quarter of 2002 related to the anticipated settlement of various Western Union class action lawsuits.

Investment losses of $5.7 million related to e-commerce businesses were recorded in the first quarter offset by a net gain of $5.7 million in the second quarter of 2002, related to an $8.1 million gain on the sale of a portion of First Data's investment in CheckFree Corporation and e-commerce investment losses of $2.4 million.

Divestiture reserve reversals of $2.4 million were recorded in the second quarter of 2002 related to the passage of certain contractual indemnification provisions and the release of amounts previously held in escrow.

S-13


FIRST DATA CORPORATION
FINANCIAL TRANSACTION PROCESSING
KEY INDICATORS
(Unaudited)

 
   2003
   2002
   Change
  
At June 30:                  
Card accounts on file (millions) (a)                  
  Domestic Cards     287.8     291.9   -1 %
  International Cards     27.7     23.1   20 %
   
 
     
      Total     315.5     315.0   0 %
   
 
     
For the Three Months Ended June 30:                  
North America merchant dollar volume (billions) (b)   $ 168.5   $ 137.5   23 %
North America merchant transactions (millions) (b)     3,111.3     2,481.4   25 %
Payment services transactions (millions):                  
  Consumer-to-consumer money transfer (c)     20.0     16.6   20 %
  Total consumer-to-business (d)     45.4     42.6   7 %
  Western Union branded consumer-to-business (e)     33.1     28.9   15 %

For the Six Months Ended June 30:
 
 
 
 
 
 
 
 
 
North America merchant dollar volume (billions) (b)   $ 316.2   $ 259.4   22 %
North America merchant transactions (millions) (b)     5,838.5     4,693.7   24 %
Payment services transactions (millions):                  
  Consumer-to-consumer money transfer (c)     38.0     31.3   21 %
  Total consumer-to-business (d)     91.5     84.1   9 %
  Western Union branded consumer-to-business (e)     66.5     58.3   14 %

S-14


FIRST DATA CORPORATION
FINANCIAL TRANSACTION PROCESSING
KEY INDICATORS
(Unaudited)

 
   Three Months Ended,
    
 
   March 31,
2002
   June 30,
2002
   September 30,
2002
   December 31,
2002
   Full year
2002
Payment services transactions (millions):                    
  Western Union branded consumer-to-business (a)   29.4   28.9   30.2   30.9   119.3
 
   Three Months Ended,
    
 
   March 31, 2001
   June 30,
2001
   September 30,
2001
   December 31,
2001
   Full year
2001
Payment services transactions (millions):                    
  Western Union branded consumer-to-business (a)   23.3   23.8   25.0   26.4   98.5
(a)
"Western Union branded consumer-to-business" transactions include Quick Collect, EasyPay, PhonePay, Paymap's Just-in-Time and Equity Accelerator services, and E Commerce Group's SpeedPay transactions directly processed by E Commerce Group. Amounts for 2002 and 2001 include transactions for E Commerce Group and Paymap as if they were consolidated subsidiaries for all periods to provide a more meaningful comparison.

S-15


USE OF PROCEEDS

We estimate that our net proceeds from the sale of the notes, after deducting underwriting discounts and our estimated expenses of the offering, will be $992,030,000. We intend to use substantially all of the net proceeds from the sale to repay outstanding commercial paper maturing within 30 days and having a weighted average interest rate of 1.02% at July 21, 2003. The actual portion of net proceeds used to repay commercial paper will depend on the amount of commercial paper outstanding on the closing date of the sale of the notes. Any remaining net proceeds will be used for general corporate purposes and repurchases of First Data common stock. See "Recent Developments—Second Quarter Earnings—Other Highlights" on page S-7 of this prospectus supplement.


PRO FORMA RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our pro forma ratios of earnings to fixed charges for the periods indicated. The pro forma ratios give effect to the sale of the notes offered hereby and the repayment of commercial paper outstanding during the respective periods with a portion of the estimated net proceeds from this offering as of the beginning of each of the periods. See "Ratios of Earnings to Fixed Charges" on page 5 of the accompanying prospectus for our historical ratios of earnings to fixed charges for each of the years ended December 31, 1998 through 2002 and the three months ended March 31, 2002 and 2003.

 
   Three Months Ended
March 31, 2003
   Year Ended
December 31, 2002
Ratio of earnings to fixed charges – pro forma   9.19x   9.07x

S-16


SELECTED HISTORICAL FINANCIAL INFORMATION

The selected historical financial information set forth below has been derived from our historical consolidated financial statements incorporated by reference in the accompanying prospectus. We derived the annual historical information from our consolidated financial statements as of and for each of the years ended December 31, 1998 through 2002. The information as of and for the three months ended March 31, 2003 and 2002 has been derived from our interim financial statements and, in the opinion of our management, include all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the interim period. The information is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes contained in our annual report on Form 10-K for the year ended December 31, 2002 and quarterly report on Form 10-Q for the quarter ended March 31, 2003, which are incorporated by reference in the accompanying prospectus, as well as other information that has been filed with the Securities and Exchange Commission. The historical results included below are not indicative of our future performance.

 
   As of and for the
  
 
   Three Months
Ended March 31,
    
    
    
    
    
  
 
   Year Ended December 31,
  
(in millions, except per share data)
  
  2003
   2002
   2002
   2001
   2000
   1999
   1998
  
Income Statement Data                                            
Revenues   $ 2,009.0   $ 1,740.3   $ 7,636.2   $ 6,651.6   $ 5,922.1   $ 5,776.4   $ 5,309.5  
Expenses, net of other income/expense     1,609.5     1,409.6     5,981.9     5,591.7     4,724.6     3,996.7     4,597.9  
   
 
 
 
 
 
 
 
Income before income taxes, minority interest, equity earnings in affiliates and cumulative effect of a change in accounting principle     399.5     330.7     1,654.3     1,059.9     1,197.5     1,779.7     711.6  
Income taxes     111.0     89.9     432.2     336.8     378.7     625.7     246.2  
Minority interest     (24.9 )   (20.6 )   (102.8 )   (32.4 )   (24.5 )   (38.7 )   (35.8 )
Equity earnings in affiliates     29.0     24.1     118.6     183.9     135.3     84.4     36.1  
   
 
 
 
 
 
 
 
Income before cumulative effect of a change in accounting principle     292.6     244.3     1,237.9     874.6     929.6     1,199.7     465.7  
Cumulative effect of a change in accounting principle, net of $1.6 income tax benefit     —     —     —     (2.7 )   —     —     —  
   
 
 
 
 
 
 
 
Net Income   $ 292.6   $ 244.3   $ 1,237.9   $ 871.9   $ 929.6   $ 1,199.7   $ 465.7  
   
 
 
 
 
 
 
 
Depreciation and amortization   $ 143.4   $ 125.6   $ 538.5   $ 638.4   $ 588.8   $ 617.8   $ 591.1  
  Per Share Data                                            
  Earnings per share – basic   $ 0.39   $ 0.32   $ 1.63   $ 1.12   $ 1.14   $ 1.40   $ 0.52  
  Earnings per share – diluted     0.39     0.31     1.61     1.10     1.12     1.38     0.52  
  Cash dividends per share     0.02     0.01     0.07     0.04     0.04     0.04     0.04  
Balance Sheet Data (At End of Period)                                            
Total assets   $ 26,449.8   $ 21,719.6   $ 26,591.2   $ 21,912.2   $ 17,295.1   $ 17,004.8   $ 16,587.0  
  Settlement assets     16,405.0     13,121.0     16,688.5     13,166.9     9,816.6     9,585.6     9,758.0  
Total liabilities     22,182.7     17,969.0     22,434.9     18,392.3     13,567.4     13,097.1     12,831.1  
  Settlement obligations     16,014.6     13,106.4     16,294.3     13,100.6     9,773.2     9,694.6     9,617.0  
  Borrowings     2,593.6     2,149.4     2,581.8     2,517.3     1,780.0     1,528.1     1,521.7  
  Convertible debt     553.0     585.1     552.7     584.8     50.0     50.0     50.0  
Total stockholders' equity     4,267.1     3,750.6     4,156.3     3,519.9     3,727.7     3,907.7     3,755.9  

S-17


SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

On April 1, 2003, First Data and Monaco Subsidiary Corporation, our wholly owned subsidiary, entered into an Agreement and Plan of Merger with Concord EFS, Inc., pursuant to which Monaco will be merged with and into Concord and Concord will become a wholly owned subsidiary of First Data. Consummation of the merger is subject to various conditions, including approval by the stockholders of First Data and Concord and the receipt of all requisite antitrust, banking and other regulatory approvals. Upon completion of the merger, based on the number of First Data and Concord shares and options outstanding on April 30, 2003, First Data's shareholders immediately prior to the merger will own approximately 79% of our outstanding shares on a fully diluted basis, and Concord's former shareholders will own approximately 21% of our outstanding shares on a fully diluted basis.

The proposed merger with Concord will be accounted for under the purchase method of accounting, which means the assets and liabilities of Concord will be recorded, as of completion of the merger, at their respective fair values and added to those of First Data.

We have presented below selected unaudited pro forma condensed combined consolidated financial information that reflects the purchase method of accounting and is intended to provide you with a better picture of what our businesses might have looked like had they actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined consolidated financial information has been prepared assuming that 0.40 of a share of First Data common stock had been issued in exchange for each outstanding share of Concord common stock. The unaudited pro forma condensed combined consolidated financial information may have been different had the companies actually been combined at the beginning of each period presented. The selected unaudited pro forma condensed combined consolidated financial information does not reflect the effect of asset dispositions, if any, any restructuring activities or cost savings that may result from the merger. You should not rely on the selected unaudited pro forma condensed combined consolidated financial information as being indicative of the historical results that would have occurred had the companies been combined or the future results that may be achieved after the completion of the merger. The following selected unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined consolidated financial statements and related notes included in our current report on Form 8-K dated July 23, 2003 and incorporated by reference in the accompanying prospectus.

S-18



Unaudited Selected Pro Forma
Combined Consolidated Statement of Income Information

 
   For the Three Months Ended March 31, 2003
 
   First Data
Corporation
Historical
   Concord
EFS, Inc.
Historical
   Reclassifications (a)
   Pro Forma
Adjustments (a)
    
   Pro Forma
Combined
 
   (in millions, except per share data)

    
Revenue   $ 2,009.0   $ 519.9   $ (214.1 ) $ (7.0 )     $ 2,307.8
Operating profit     424.7     108.2           (31.9 )       501.0
Net Income     292.6     77.7     —     (20.1 )       350.2
Earnings per share:                                  
  Basic   $ 0.39   $ 0.16                     0.37
  Diluted     0.39     0.16                     0.37
Weighted average shares outstanding                                  
  Basic     750.2     486.5                     944.8
  Diluted     760.0     495.2                     958.1
(a)
For an explanation of reclassifications and pro forma adjustments, see our current report on Form 8-K dated July 23, 2003 and incorporated by reference in the accompanying prospectus.


Unaudited Selected Pro Forma
Combined Consolidated Balance Sheet Information

 
   As of March 31, 2003
 
   First Data
Corporation
Historical
   Concord
EFS, Inc.
Historical
   Reclassifications (a)
   Pro Forma
Adjustments (a)
    
   Pro Forma
Combined
 
   (in millions)

    
Cash   $ 839.0   $ 861.1   $ (490.1 ) $ (78.4 )     $ 1,131.6
Settlement assets     16,405.0     41.5     493.6               16,940.1
Total assets     26,449.8     2,928.0     (6.4 )   5,730.7         35,102.1
Settlement obligations     16,014.6     466.2     68.9               16,549.7
Borrowings     3,146.6     180.4                     3,327.0
Stockholders' equity     4,267.1     1,991.4           5,107.1         11,365.6
Total liabilities and stockholders' equity     26,449.8     2,928.0     (6.4 )   5,730.7         35,102.1
(a)
For an explanation of reclassifications and pro forma adjustments, see our current report on Form 8-K dated July 23, 2003 and incorporated by reference in the accompanying prospectus.

S-19


Unaudited Selected Pro Forma
Combined Consolidated Statement of Income Information

 
   For the Year Ended December 31, 2002
 
   First Data
Corporation
Historical
   Concord
EFS, Inc.
Historical
   Reclassifications (a)
   Pro Forma
Adjustments (a)
    
   Pro Forma
Combined
 
   (in millions, except per share data)

    
Revenue   $ 7,636.2   $ 1,966.6   $ (807.7 ) $ (20.5 )     $ 8,774.6
Operating profit     1,761.5     390.0     5.9     (140.2 )       2,017.2
Net Income     1,237.9     300.8     —     (88.0 )       1,450.7
Earnings per share:                                  
  Basic   $ 1.63   $ 0.59                   $ 1.51
  Diluted     1.61     0.57                     1.48
Weighted average shares outstanding                                  
  Basic     757.5     507.3                     960.4
  Diluted     771.8     524.7                     981.7
(a)
For an explanation of reclassifications and pro forma adjustments, see our current report on Form 8-K dated July 23, 2003 and incorporated by reference in the accompanying prospectus.

S-20


DESCRIPTION OF THE NOTES

The following description of the particular terms of the notes supplements the description of the general terms and provisions of the "debt securities" set forth in the accompanying prospectus, to which reference is made. When we refer to "we," "us" or "our" in this section, we refer only to First Data Corporation and not to its subsidiaries.

General

The 3.375% Notes due 2008 (the "2008 notes") will mature on August 1, 2008, and the 4.70% Notes due 2013 (the "2013 notes") will mature on August 1, 2013. The notes will be issued in book-entry form only in denominations of $1,000 and multiples of $1,000. Interest on the notes will accrue from July 30, 2003 at the respective rates per annum shown on the cover of this prospectus supplement and will be payable semi-annually on February 1 and August 1, commencing February 1, 2004, to the persons in whose names the notes are registered at the close of business on the preceding January 15 or July 15, as the case may be.

The notes will be issued under an indenture dated as of March 26, 1993, as supplemented prior to the date of this prospectus supplement, including by the 2003 supplemental indenture dated as of June 9, 2003, and as further supplemented from time to time, between us and Wells Fargo Bank Minnesota, National Association, as trustee. Each of the 2008 notes and the 2013 notes will be a series of our "debt securities" (as that term is used in the accompanying prospectus), will be our unsecured obligations and will rank on a parity with our other unsecured and unsubordinated indebtedness (as indebtedness of First Data Corporation, the notes will be effectively subordinated to all indebtedness and liabilities of our subsidiaries).

Issuance of Additional Notes

We may, without the consent of the holders, increase the principal amount of either series of notes by issuing additional notes of such series in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional notes, and with the same CUSIP number as the notes of such series offered hereby. The notes of either series offered by this prospectus supplement and any additional notes of such series would rank equally and ratably and would be treated as a single series for all purposes under the indenture.

Optional Redemption

The notes will be redeemable, in whole at any time or in part from time to time, at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 10 basis points with respect to the 2008 notes and 15 basis points with respect to the 2013 notes, plus, in each case, accrued interest thereon to the date of redemption.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for

S-21


the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Quotation Agent" means the Reference Treasury Dealer appointed by us.

"Reference Treasury Dealer" means (i) each of Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and one other Primary Treasury Dealer (as defined below) selected by us, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

No Sinking Fund

The notes will not be entitled to any sinking fund.

Defeasance

The notes are subject to defeasance under the conditions described under "Description of Debt Securities – Discharge, Legal Defeasance and Covenant Defeasance" beginning on page 13 of the accompanying prospectus and in the indenture.

Book-Entry System

The notes will be issued in the form of one or more fully registered global notes which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The provisions set forth under "Description of Debt Securities – Book-Entry Debt Securities" beginning on page 15 of the accompanying prospectus will be applicable to the notes.

S-22


UNDERWRITING

Under the terms and conditions set forth in the terms agreement applicable to each series of notes, which is dated the date of this prospectus supplement and which incorporates by reference the underwriting agreement basic provisions dated the date of this prospectus supplement (collectively, the "underwriting agreement"), we have agreed to sell to each of the underwriters named below, severally, and each of the underwriters has severally agreed to purchase, the principal amount of each series of notes set forth opposite its name below:

Underwriter
   Principal Amount
of 2008 Notes
   Principal Amount
of 2013 Notes
Citigroup Global Markets Inc.   $ 125,000,000   $ 125,000,000
J.P. Morgan Securities Inc.     125,000,000     125,000,000
Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated		     125,000,000     125,000,000
Bear, Stearns & Co. Inc.     25,000,000     25,000,000
Fleet Securities, Inc.     25,000,000     25,000,000
Morgan Stanley & Co. Incorporated     25,000,000     25,000,000
Wachovia Capital Markets, LLC     25,000,000     25,000,000
Wells Fargo Brokerage Services, LLC     25,000,000     25,000,000
   
 
 
Total
 
$
500,000,000
 
$
500,000,000
   
 

Under the terms and conditions of the underwriting agreement, if the underwriters take any of the notes of a series, then the underwriters are obligated to take and pay for all of the notes of that series.

Each series of notes is a new issue of securities with no established trading market and will not be listed on any national securities exchange. The underwriters have advised us that they intend to make a market for each series of notes, but they have no obligation to do so and may discontinue market making at any time without providing any notice. No assurance can be given as to the liquidity of any trading market for the notes.

The underwriters initially propose to offer part of each series of notes directly to the public at the offering price for that series described on the cover page of this prospectus supplement and part to certain dealers at a price that represents a concession not in excess of .250% of the principal amount of the 2008 notes and .300% of the principal amount of the 2013 notes. Any underwriter may allow, and any such dealer may reallow, a concession not in excess of .150% of the principal amount of the 2008 notes and .125% of the principal amount of the 2013 notes to certain other dealers. After the initial offering of the notes, the underwriters may from time to time vary the offering prices and other selling terms.

We have agreed to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect of any such liabilities.

In connection with the offering of each series of notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of that series of notes.

S-23


Specifically, the underwriters may overallot in connection with the offering of each series of notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, notes in the open market to cover syndicate short positions or to stabilize the price of each series of notes. Finally, the underwriting syndicate may reclaim selling concessions allowed for distributing the notes in the offerings of the notes, if the syndicate repurchases previously distributed notes in syndicate covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market prices of the notes above independent market levels. The underwriters are not required to engage in any of these activities, and may end any of them at any time.

The notes are offered for sale in those jurisdictions in the United States, Europe and Asia where it is legal to make such offers.

It is expected that delivery of the notes will be made against payment thereof on or about July 30, 2003, which is the fifth business day following the date of this prospectus supplement (such settlement cycle being referred to as "T+5"). Purchasers should note that the ability to settle secondary market trades of the notes effected on the date of pricing and the succeeding business days may be affected by the T+5 settlement.

Expenses associated with this offering, to be paid by us, are estimated to be $500,000.

In the ordinary course of their respective business, certain of the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory and/or other transactions with us and our affiliates. The offering of each series of notes is being conducted pursuant to Conduct Rule 2710(c)(8) of the National Association of Securities Dealers Inc. Wells Fargo Brokerage Services, LLC, one of the underwriters, is an affiliate of Wells Fargo Bank Minnesota, National Association, the trustee under the indenture governing the notes. Merrill Lynch & Co., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities Inc. are acting as our financial advisors with respect to the proposed merger with Concord EFS, Inc. and have received or will receive fees for such services. We have agreed with Merrill Lynch that a portion of any fees, commissions and discounts that Merrill Lynch or its affiliates receive in connection with the offering of the notes or other debt securities of First Data prior to the closing of our proposed merger with Concord will be deducted from amounts otherwise paid or payable to Merrill Lynch or its affiliates pursuant to Merrill Lynch's engagement letter with respect to our proposed merger with Concord.

Certain of the underwriters will make the notes available for distribution on the Internet through a proprietary web site and/or a third-party system operated by Market Axess Inc., an Internet-based communications technology provider. Market Axess Inc. is providing the system as a conduit for communications between such underwriters and their respective customers and is not a party to any transactions. Market Axess Inc., a registered broker-dealer, will receive compensation from those underwriters based on transactions those underwriters conduct through the system. Those underwriters will make the notes available to their respective customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.

S-24



LEGAL MATTERS

The validity of the notes offered pursuant to this prospectus supplement will be passed upon for us by Sidley Austin Brown & Wood LLP, Chicago, Illinois, and for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York. Other legal matters relating to the notes will be passed upon for us by Stanley J. Andersen, Esq., our Counsel. Mr. Andersen is the beneficial owner of 8,445 shares of our common stock.

S-25

Prospectus

$2,000,000,000

FIRST DATA CORPORATION

SECURITIES

        First Data Corporation may offer from time to time, at prices and on terms to be determined at or prior to the time of sale, the following securities with an aggregate initial public offering price not to exceed $2,000,000,000 (or the equivalent thereof if any securities are denominated in one or more foreign currencies or foreign currency units):

        We will describe the specific terms of these securities, together with the terms of the offering, the initial public offering price and our net proceeds from the sale thereof, in supplements to this prospectus. You should read both this prospectus and the applicable prospectus supplement before you invest.

        Our common stock is listed on the New York Stock Exchange under the symbol "FDC."

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

        We may sell these securities directly to purchasers, through agents we may designate from time to time or to or through underwriters. If any agents or underwriters are involved in the sale of securities, we will specify the names of those agents or underwriters and any applicable commission or discount in the applicable prospectus supplement. Our net proceeds from the sale of securities will be the initial public offering price of those securities less the applicable discount, in the case of an offering through an underwriter, or the purchase price of those securities less the applicable commission, in the case of an offering through an agent, and, in each case, less other expenses payable by us in connection with the issuance and distribution of those securities.

The date of this prospectus is July 18, 2003.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. You may read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public over the Internet on the SEC's web site at http://www.sec.gov. In addition, our common stock is listed on the New York Stock Exchange, and you may inspect copies of any documents we file with the SEC at the offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, NY 10005.

        The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to previously filed documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents we filed with the SEC (file number 001-11073) and any future filings that we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we or any agents or underwriters sell all of the securities:

        Any statement contained in this prospectus or in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, the accompanying prospectus supplement or any subsequently filed document which is incorporated by reference in this prospectus modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        This prospectus is part of, and does not contain all information set forth in, a Registration Statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933, as amended, with respect to the securities we are offering. We refer you to the Registration Statement, including the exhibits thereto, for further information regarding our company and the securities offered by this prospectus.

        You may request a copy of any of the documents listed above (other than exhibits to those documents that are not specifically incorporated by reference therein), at no cost, by writing or telephoning us at:

First Data Corporation
6200 South Quebec Street
Greenwood Village, Colorado 80111
Attention: Investor Relations
(303) 967-8000

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FIRST DATA CORPORATION

        We operate in four business segments: payment services, merchant services, card issuing services and emerging payments. The segments include the following businesses:


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RECENT DEVELOPMENTS

        On April 1, 2003, First Data and Monaco Subsidiary Corporation, our wholly owned subsidiary, entered into an Agreement and Plan of Merger with Concord EFS, Inc., pursuant to which Monaco will be merged with and into Concord and Concord will become a wholly owned subsidiary of First Data. Concord, an electronic transaction processor, acquires, routes, authorizes, captures and settles virtually all types of electronic payment and deposit access transactions for financial institutions and merchants nationwide. Consummation of the merger is subject to various conditions, including approval by the stockholders of First Data and Concord and the receipt of all requisite antitrust, banking and other regulatory approvals.

        If the merger is completed, Concord shareholders will receive 0.40 of a share of First Data common stock for each share of Concord common stock, and cash in lieu of fractional shares. Our shareholders will continue to own their existing First Data shares. We estimate that we may issue up to approximately 218 million shares of First Data common stock to Concord shareholders as contemplated by the merger agreement, which includes approximately 23 million shares of First Data common stock issuable pursuant to Concord stock options to be assumed by First Data and converted into options to purchase First Data common stock. Upon completion of the merger, First Data's shareholders immediately prior to the merger will own approximately 79% of our outstanding shares on a fully diluted basis, and Concord's former shareholders will own approximately 21% of our outstanding shares on a fully diluted basis. This information is based on the number of First Data and Concord shares and options outstanding on April 30, 2003.

        On May 21, 2003 we filed a preliminary joint proxy statement and prospectus on Form S-4 with the SEC with respect to the merger.

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USE OF PROCEEDS

        Unless we indicate otherwise in the applicable prospectus supplement, we expect to use our net proceeds from the sale of the securities for general corporate purposes. We will describe in the applicable prospectus supplement any specific allocation of the proceeds to a particular purpose that we have made at the date of that prospectus supplement.


RATIOS OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratios of earnings to fixed charges for the periods indicated. We have not issued any preferred stock to date; therefore, the ratios of earnings to combined fixed charges and preferred stock dividends are the same as the ratios of earnings to fixed charges set forth below.

 
   Year Ended December 31,
   Three Months Ended
March 31,
 
   1998(1)
   1999(2)
   2000(3)
   2001(4)
   2002(5)
   2002(6)
   2003
Ratio of earnings to fixed charges   5.70x   12.54x   9.99x   8.18x   11.09x   8.83x   11.48x
(1)
Earnings includes restructuring, net loss on business divestitures and impairment charges of $319.1 million.

(2)
Earnings includes net restructuring, business divestitures, litigation and impairment benefit of $715.8 million.

(3)
Earnings includes net restructuring, business divestitures, litigation and impairment benefit of $71.3 million.

(4)
Earnings includes net restructuring, business divestitures and impairment charges of $184.8 million.

(5)
Earnings includes net restructuring, business divestitures, litigation and regulatory settlements and impairment charges of $63.8 million.

(6)
Earnings include restructuring charges and investment losses of $14.6 million.

        The computation of the ratio of earnings to fixed charges is based on applicable amounts for us and our consolidated subsidiaries. "Earnings" consist of income before income taxes (which includes minority interest and equity earnings in affiliates) plus fixed charges. We have included minority interest and equity earnings in affiliates in earnings because of the frequency with which such earnings are distributed in cash. "Fixed charges" consist of interest on debt, amortization of deferred financing costs and a portion of rentals that we determine to be representative of interest.

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DESCRIPTION OF DEBT SECURITIES

        We will issue the debt securities in one or more series. Debt securities will be issued under an indenture dated as of March 26, 1993, as supplemented by the 2003 supplemental indenture dated as of June 9, 2003 and as further supplemented from time to time, between us and Wells Fargo Bank Minnesota, National Association, as trustee.

        We have summarized selected provisions of the indenture below. However, because this summary is not complete, it is subject to and is qualified in its entirety by reference to the indenture, a copy of which we have incorporated by reference as an exhibit to the Registration Statement of which this prospectus is a part. Capitalized terms used below have the meanings specified in the indenture. Section references below are to the indenture, as supplemented.

General

        The debt securities will be our unsecured obligations. The indebtedness represented by the debt securities will rank on a parity with our other unsecured and unsubordinated indebtedness.

        We primarily conduct our operations through our subsidiaries. Our rights and the rights of our creditors, including the holders of the debt securities, to participate in the distribution of assets of any of our subsidiaries upon the liquidation or reorganization of that subsidiary or otherwise will be subject to the prior claims of the subsidiary's creditors, except to the extent that we may be a creditor with recognized claims against the subsidiary. As a result, the debt securities will be effectively subordinated to existing and future liabilities of our subsidiaries.

        We may issue the debt securities in one or more series, as authorized from time to time by our Board of Directors, any committee of our Board or any duly authorized officer. The indenture does not limit the aggregate principal amount of debt securities that we may issue thereunder. (Section 3.01)

        We will describe in a supplement to this prospectus the particular terms of any debt securities being offered, any modifications of or additions to the general terms of the debt securities and any U.S. Federal income tax considerations that may be applicable in the case of offered debt securities. Accordingly, you should read both the prospectus supplement relating to the particular debt securities being offered and the general description of debt securities set forth in this prospectus before investing.

        The applicable prospectus supplement will describe specific terms relating to the series of debt securities being offered. These terms will include some or all of the following:

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        If we issue original issue discount securities, we will also describe in the applicable prospectus supplement the U.S. Federal income tax consequences and other special considerations applicable to those securities.

        The indenture does not limit our ability to incur additional indebtedness, nor does it afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving our company. However, the indenture provides that neither we nor any of our subsidiaries may subject certain of our property or assets to any mortgage or other encumbrance unless the debt securities are secured equally and ratably with or prior to that other secured indebtedness. See "—Certain Covenants of Debt Securities" below. Reference is made to the applicable prospectus supplement for information with respect to any additions to, or modifications or deletions of, the events of default or covenants described below.

        We are not required to issue all of the debt securities of a series at the same time, and debt securities of the same series may vary as to interest rate, maturity and other provisions. Unless otherwise provided, a series may be reopened for issuance of additional debt securities of that series. (Section 3.01)

Denominations, Exchange, Registration and Transfer

        Unless otherwise specified in the applicable prospectus supplement, the debt securities of any series will be issued only as registered securities, in global or certificated form and in denominations of $1,000 and any integral multiple thereof, and will be payable only in U.S. dollars. (Section 3.02) For more information regarding debt securities issued in global form, see "—Book-Entry Debt Securities" below. Unless otherwise indicated in the applicable prospectus supplement, any debt securities we issue in bearer form will have coupons attached. (Section 2.01)

        Registered debt securities of any series will be exchangeable for other registered debt securities of the same series in the same aggregate principal amount and having the same stated maturity date and other terms and conditions. If so provided in the applicable prospectus supplement, to the extent permitted by law, debt securities of any series issued in bearer form which by their terms are registrable

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as to principal and interest may be exchanged, at the option of the holders, for registered debt securities of the same series in the same aggregate principal amount and having the same stated maturity date and other terms and conditions, upon surrender of those securities at the corporate trust office of the trustee or at any other office or agency designated by us for the purpose of making any such exchanges. Except in certain limited circumstances, debt securities issued in bearer form with coupons surrendered for exchange must be surrendered with all unmatured coupons and any matured coupons in default attached thereto. (Section 3.05)

        The exchange of debt securities issued in bearer form for registered debt securities will be subject to the provisions of U.S. income tax laws and regulations applicable to the debt securities in effect at the time of the exchange. (Section 3.05)

        Unless otherwise specified in the applicable prospectus supplement, in no event may registered debt securities, including registered debt securities received upon exchange of debt securities issued in bearer form, be exchanged for debt securities issued in bearer form. (Section 3.05)

        Upon surrender for registration of transfer of any registered debt security of any series at the office or agency maintained for that purpose, we will execute, and the trustee will authenticate and deliver, in the name of the designated transferee, one or more new registered debt securities of the same series in the same aggregate principal amount of authorized denominations and having the same stated maturity date and other terms and conditions. We may not impose any service charge, other than any required tax or other governmental charge, on the transfer or exchange of debt securities. (Section 3.05)

        We are not required (1) to register, transfer or exchange debt securities of any series during the period from the opening of business 15 days before the day a notice of redemption relating to debt securities of that series selected for redemption is sent to the close of business on the day that notice is sent, or (2) to register, transfer or exchange any debt security so selected for redemption, except for the unredeemed portion of any debt security being redeemed in part. (Section 3.05)

Certain Covenants of Debt Securities

        Unless otherwise specified in the applicable prospectus supplement, the following covenants apply to the debt securities:

        Limitation on Mortgages and Liens.    Neither we nor any of our subsidiaries may create or assume, except in favor of us or one of our wholly owned subsidiaries, any mortgage, pledge, lien or encumbrance upon any Principal Facility (as defined below under "—Certain Definitions"), any stock of any subsidiary or any indebtedness of any subsidiary to us or to any other subsidiary without equally and ratably securing any debt securities then outstanding. However, this limitation does not apply to certain permitted encumbrances as described in the indenture, including:

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        Limitation on Sale and Leaseback Transactions.    Neither we nor any of our subsidiaries may sell any Principal Facility owned on the date of the indenture with the intention of taking back a lease of that facility for a period of more than 36 months, unless:

        Limitation on Indebtedness of Restricted Subsidiaries.    Our Restricted Subsidiaries (as defined below under "—Certain Definitions") may not create, incur, assume or guarantee any Indebtedness (as defined below under "—Certain Definitions") unless immediately thereafter the aggregate amount of all Indebtedness of Restricted Subsidiaries (excluding Indebtedness owed to us or another Restricted Subsidiary, including any renewal or replacement of that Indebtedness), plus the discounted present value of all net rentals payable under leases referred to above under "—Limitation Upon Sale and Leaseback Transactions" would not exceed 20% of our Consolidated Stockholders' Equity. For purposes of this covenant, (1) Indebtedness does not include indebtedness incurred in connection with overdraft or similar facilities related to settlement, clearing and related activities by a Restricted Subsidiary in the ordinary course of business consistent with past practice if the indebtedness does not remain outstanding for more than 72 hours and (2) indebtedness of a person existing at the time the person became a Restricted Subsidiary or was merged with or into our company, a Restricted Subsidiary or other entity, or assumed by us or our subsidiary in connection with the acquisition of all or a portion of the business of that person, will not be deemed to be Indebtedness of a Restricted Subsidiary or Indebtedness created, incurred, assumed or guaranteed by a Restricted Subsidiary. (Section 12.09)

Events of Default

        "Event of Default" means, with respect to any series of debt securities, any of the following events:

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        In general, the trustee is required to give notice of a default with respect to a series of debt securities to the holders of that series. However, the trustee may withhold notice of any default (except a default in payment of principal or interest on the debt securities) if the trustee determines it is in the interest of the holders of that series of debt securities to do so. (Section 6.02)

        An event of default for a particular series of debt securities does not necessarily constitute an event of default for other series of debt securities.

        If there is a continuing event of default, then the trustee or the holders of at least 25% in principal amount of the series of debt securities affected by the event of default may require us to repay the principal amount (or, if the debt securities of that series are original issue discount securities, the portion of the principal amount as may be specified in the terms of those debt securities) on the affected series immediately. Upon payment of the principal or other specified amount in the currency in which the debt securities of that series are denominated (except as otherwise provided in the indenture or the applicable prospectus supplement), our obligations in respect of the payment of principal of the debt securities of that series will terminate. (Section 5.02)

        Subject to the provisions of the indenture relating to the duties of the trustee, in the case of a continuing event of default, the trustee may refuse to exercise any of its rights or powers under such indenture at the request, order or direction of any of the holders of debt securities of the affected series unless it first receives reasonable indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request. (Section 6.03) Subject to this limitation, the holders of a majority in principal amount of the outstanding debt securities of the affected series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 5.12)

        At any time before a judgment or decree for payment of money due has been obtained by the trustee as provided in the indenture following a declaration of acceleration with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul such declaration and its consequences if:

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        No such rescission and waiver will affect any subsequent default or impair any right consequent thereon. (Section 5.02)

        We are required to provide the trustee with an officers' certificate each fiscal year stating whether or not we have complied with all conditions and covenants under the indenture. (Section 12.02)

Merger or Consolidation

        We may not consolidate with or merge into any other corporation or convey, transfer or lease our properties and assets substantially as an entirety to any person, unless:

Modification or Waiver

        We and the trustee may, at any time and from time to time, amend the indenture without the consent of the holders of outstanding debt securities for any of the following purposes:

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        In addition, we and the trustee may modify the indenture with the consent of the holders of not less than a majority in principal amount of each series of outstanding debt securities affected by such modification (voting as separate classes) to add, change or eliminate any provision of, or to modify the rights of holders of debt securities under, the indenture. But we may not take any of the following actions without the consent of each holder of outstanding debt securities affected thereby:

        A modification with respect to one or more particular series of debt securities and related coupons, if any, will not affect the rights under the indenture of the holders of debt securities of any other series and related coupons, if any. (Section 11.02)

        The holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive any past default under the indenture

12


with respect to that series, except a default (1) in the payment of principal of, premium, if any, or interest on, or any sinking fund installment or similar obligation with respect to, any debt security or (2) in respect of a covenant or provision which, as described above, cannot be modified or amended without the consent of each holder of outstanding debt securities of the affected series. Upon any such waiver, the default will cease to exist and any event of default arising therefrom will be deemed to have been cured for every purpose of the debt securities of that series under the indenture, but the waiver will not extend to any subsequent or other default or impair any right consequent thereon. (Section 5.13)

        We may omit in any particular instance to comply with certain covenants set forth in the indenture or the debt securities of any series (except as otherwise provided in the applicable prospectus supplement and the covenants described above under "—Certain Covenants of Debt Securities") if, before the time for such compliance, the holders of at least a majority in principal amount of the outstanding debt securities of that series either waive compliance in that instance or generally waive compliance with those provisions, but the waiver may not extend to or affect any term, provision or condition except to the extent expressly so waived, and, until the waiver becomes effective, our obligations and the duties of the trustee in respect of any such provision will remain in full force and effect. (Section 12.10)

Discharge, Legal Defeasance and Covenant Defeasance

        We may be discharged from all of our obligations with respect to the outstanding debt securities of any series (except as otherwise provided in the indenture) when:

        If so provided, and except as otherwise specified in the applicable prospectus supplement, the provisions of the indenture relating to defeasance will apply to registered debt securities of any series

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which are denominated and payable only in U.S. dollars. Defeasance provisions, if any, for debt securities denominated in a foreign currency or currencies or issued in bearer form may be specified in the applicable prospectus supplement. (Section 15.01)

        We may elect (1) to be discharged from our obligations with respect to the outstanding debt securities of any series (except as otherwise specified in the indenture) or (2) to be released from our obligation to comply with the provisions of the indenture described above under "—Merger or Consolidation" and under "—Certain Covenants of Debt Securities" with respect to the outstanding debt securities of any series (and, if so specified, any other obligation or restrictive covenant added for the benefit of that series), in either case, if we satisfy each of the following conditions:

        Notwithstanding the foregoing, if we exercise our option under clause (2) above and an event of default under the provisions of the indenture relating to certain events of bankruptcy or insolvency or event which, with notice or lapse of time or both, would become an event of default under such bankruptcy or insolvency provisions shall have occurred and be continuing on the 91st day after the date of such deposit, our obligation to comply with the provisions of the indenture described above under "—Merger or Consolidation" and under "—Certain Covenants of Debt Securities" with respect to those debt securities will be reinstated. (Section 15.02)

Payment and Paying Agents

        If we issue a series of debt securities only in registered form, we will maintain in each place of payment for those debt securities an office or agency where the debt securities may be presented or

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surrendered for payment or for registration of transfer or exchange and where holders may serve us with notices and demands in respect of the debt securities and the indenture. If debt securities of a series may be issued in bearer form, we will maintain the following offices or agencies:

        We will give prompt written notice to the trustee of the location, and any change in the location, of such office or agency. If we fail to maintain any required office or agency or fail to furnish the trustee with the address of such office or agency, presentations, surrenders, notices and demands may be made or served at the corporate trust office of the trustee (in the case of registered debt securities) and at the principal London office of the trustee (in the case of debt securities in bearer form). We have appointed each trustee as our agent to receive all presentations, surrenders, notices and demands with respect to the applicable series of debt securities. (Section 12.03)

        We may not make any payment of principal of or premium or interest on debt securities issued in bearer form at any office or agency in the United States, by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States. However, if so provided in the applicable prospectus supplement, we may make payment of principal of and any premium and interest on debt securities of a series which are denominated and payable in U.S. dollars at the office of our paying agent in the Borough of Manhattan, the City and State of New York, or in Minneapolis, Minnesota, but only if payment in U.S. dollars of the full amount of such principal, premium, interest or additional amounts, as the case may be, at all offices or agencies outside the United States maintained by us in accordance with the indenture is illegal or effectively precluded by exchange controls or other similar restrictions. (Section 12.03)

Book-Entry Debt Securities

        We may issue the debt securities of a series in whole or in part in global form that we will deposit with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities may be issued in either registered or bearer form and in either temporary or permanent form. We will make payments of principal of, and premium, if any, and interest on debt securities represented by a global security to the trustee and then by the trustee to the depositary.

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        We anticipate that any global securities will be deposited with, or on behalf of, The Depository Trust Company (DTC), New York, New York, and will be registered in the name of DTC's nominee, and that the following provisions will apply to the depositary arrangements with respect to any global securities. We will describe additional or differing terms of the depositary arrangements in the prospectus supplement relating to a particular series of debt securities issued in the form of global securities.

        So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole holder of the debt securities represented by the global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have debt securities represented by a global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities in certificated form and will not be considered the owners or holders thereof under the indenture. The laws of some states require that certain purchasers of securities take physical delivery of those securities in certificated form; accordingly, these laws may limit the transferability of beneficial interests in a global security.

        If DTC is at any time unwilling or unable to continue as depositary, or ceases to be a clearing agency registered under the Exchange Act, and we do not appoint a successor depositary within 90 days, we will issue individual debt securities in certificated form in exchange for the global securities. In addition, we may at any time, in our sole discretion, determine not to have any debt securities represented by one or more global securities. If we so determine, we will issue individual debt securities in certificated form in exchange for the relevant global securities. If registered debt securities of any series are issued in the form of one or more global securities and if an event of default with respect to that series of debt securities occurs and is continuing, we will issue individual debt securities in certificated form in exchange for the relevant global securities.

        The following is based on information furnished by DTC:

        DTC will act as securities depositary for debt securities represented by one or more global securities. The debt securities will be issued as fully-registered debt securities registered in the name of Cede & Co. (DTC's partnership nominee) or another name as may be requested by an authorized representative of DTC. One fully-registered global security will be issued for each issue of debt securities, each in the aggregate principal amount of the issue, and will be deposited with, or on behalf of, DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one global security will be issued with respect to each $500 million of principal amount, and an additional global security will be issued with respect to any remaining principal amount of that issue.

        DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over two million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's direct participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

        DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (DTCC). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing

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Corporation and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to DTC's system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. DTC has Standard & Poor's highest rating: AAA. DTC's rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

        Purchases of debt securities represented by one or more global securities under DTC's system must be made by or through direct participants, which will receive a credit for the global securities on DTC's records. The ownership interest of each beneficial owner of each global security is in turn recorded on the direct and indirect participants' records. A beneficial owner will not receive written confirmation from DTC of its purchase, but is, however, expected to receive a written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in global securities will be accomplished by entries made on the books of direct and indirect participants acting on behalf of the beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in global securities, except in the event that use of the book-entry system for the global securities is discontinued.

        To facilitate subsequent transfers, all global securities deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or another name as may be requested by an authorized representative of DTC. The deposit of global securities with DTC and their registration in the name of Cede & Co. (or such other name) do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the global securities; DTC's records reflect only the identity of the direct participants to whose accounts global securities are credited, which may or may not be the beneficial owners. The direct and indirect participants remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults and proposed amendments to the debt security documents. For example, beneficial owners may wish to ascertain that the nominee holding the global securities for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

        Redemption notices will be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.

        Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the global securities unless authorized by a direct participant in accordance with DTC's procedures. Under its usual procedures, DTC will mail an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the global securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

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        Principal, premium, if any, and interest payments on the global securities will be made to Cede & Co., or another nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us or the paying agent, on the relevant payment date in accordance with the direct participants' respective holdings shown on DTC's records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with debt securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of the participant and not of DTC, the paying agent or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co., or another nominee as may be requested by an authorized representative of DTC, is our responsibility or the responsibility of the paying agent, disbursement of those payments to direct participants is the responsibility of DTC, and disbursement of those payments to the beneficial owners is the responsibility of direct and indirect participants.

        A beneficial owner must give notice to elect to have its debt securities represented by global securities purchased or tendered, through its participant, to the paying agent, and must effect delivery of those debt securities by causing the direct participant to transfer the participant's interest in the global securities, on DTC's records, to the paying agent. The requirement for physical delivery of debt securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the global securities are transferred by direct participants on DTC's records and followed by a book-entry credit of tendered global securities to the paying agent's DTC account.

        DTC may discontinue providing its services as depositary with respect to the debt securities at any time by giving reasonable notice to us or the paying agents. If we do not appoint a successor securities depositary within 90 days, certificates representing debt securities will be printed and delivered in exchange for the debt securities represented by the global securities held by DTC.

        In addition, if we decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary), certificates representing debt securities will be printed and delivered in exchange for the debt securities represented by the global securities held by DTC.

        We have obtained the information in this section concerning DTC and DTC's book-entry system from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

        Neither we nor any underwriter or agent, trustee, paying agent or registrar of any debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Conversion Rights

        We will describe in the applicable prospectus supplement the particular terms and conditions, if any, on which debt securities may be convertible into shares of our common stock. These terms will include the conversion price, the conversion period, provisions as to whether conversion will be at our option or the option of the holder, events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of the debt securities.

The Trustee Under the Indenture

        We maintain ordinary banking relationships and, from time to time, obtain credit facilities and lines of credit with a number of banks, including the trustee, Wells Fargo Bank Minnesota, National Association.

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Certain Definitions

        We have summarized below certain defined terms as used in the indenture. We refer you to Section 1.01 of the indenture for the full definition of these terms.

        "Consolidated Stockholders' Equity," at any time, means the total stockholders' equity of our company and our consolidated subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, as of the end of our most recently completed fiscal quarter for which financial information is then available.

        "Funded Debt" means any indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed which would, in accordance with generally accepted accounting practice, be classified as long-term debt, but in any event including all indebtedness for money borrowed, whether secured or unsecured, maturing more than one year or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities).

        "Indebtedness" means:

        "Principal Facility" means the real property, fixtures, machinery and equipment relating to any facility owned by us or any of our subsidiaries, except any facility that, in the opinion of our Board of Directors, is not of material importance to the our business.

        "Restricted Subsidiary," at any time, means any of our subsidiaries which has revenues, determined on a consolidated basis (with its subsidiaries) in accordance with generally accepted accounting principles, equal to or exceeding 10% of our consolidated revenues for our most recently completed fiscal year for which financial information is then available.


DESCRIPTION OF CAPITAL STOCK

        As of the date of this prospectus, our authorized capital stock consists of 2,000,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $1.00 per share. As of March 31, 2003, approximately 747,957,303 shares of common stock were issued and outstanding. No shares of preferred stock are currently outstanding.

        The following summary description of our capital stock does not purport to be complete and is qualified in its entirety by reference to our Second Amended and Restated Certificate of Incorporation,

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including the certificate of designation relating to the particular class or series of preferred stock being offered, and to the Delaware General Corporation Law. See "Where You Can Find More Information."

Common Stock

        Each holder of common stock is entitled to one vote for each share held on all matters submitted to a vote of the stockholders. Holders of common stock do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive ratably dividends, if any, as may be declared by our board of directors out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock and certain dividend limitations contained in our outstanding senior promissory notes. Upon the liquidation, dissolution or winding up of our company, holders of common stock are entitled to receive ratably our net assets remaining after payment of all debts and other liabilities, subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. All outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any class or series of preferred stock which we may designate and issue in the future.

Preferred Stock

        Under our Second Amended and Restated Certificate of Incorporation, we may issue, in one or more classes or series, up to 10,000,000 shares of preferred stock.

        The powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions of any such class or series of preferred stock will be designated in resolutions adopted by our board of directors or one of its committees. Holders of preferred stock will have no preemptive rights. All shares of preferred stock, when issued, will be fully paid and nonassessable.

        We will describe in a supplement to this prospectus the particular terms of each class or series of preferred stock being offered, including:

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        Subject to our Second Amended and Restated Certificate of Incorporation and to any limitations contained in any then outstanding class or series of preferred stock, we may issue additional classes or series of preferred stock, at various times, with powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as our board of directors or one of its committees determines, all without further action of the stockholders, including holders of then outstanding preferred stock.

Certain Provisions of Our Second Amended and Restated Certificate of Incorporation and By-Laws

        Certain provisions of our Second Amended and Restated Certificate of Incorporation and By-laws summarized below may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

        Our Second Amended and Restated Certificate of Incorporation or By-laws provide that:

        In addition, our By-laws specify an advance notice procedure for the nomination by stockholders of candidates for election as directors and other stockholder proposals to be considered at annual meetings of stockholders. In general, we must receive notice from a stockholder of his or her intent to nominate a director or raise business at an annual meeting not less than 90 nor more than 120 days prior to the anniversary of the previous year's annual meeting. The notice must contain certain information concerning the person to be nominated or the matters to be brought before the meeting and the stockholder submitting the proposal.

        Our Second Amended and Restated Certificate of Incorporation also provides that any action required or permitted to be taken by stockholders may be effected only at an annual or special meeting of stockholders. Stockholder action by written consent in lieu of a meeting is prohibited. The affirmative vote of the holders of more than 80% of the voting power of our capital stock entitled to vote is required to alter, amend or repeal, or adopt any provision inconsistent with, this provision. In addition, special meetings of stockholders may be called only by the chairman of the board, chairman of the executive committee, our chief executive officer, president or secretary or any such officer at the request in writing of our board of directors.

Statutory Provisions

        We have elected, pursuant to a provision of our Second Amended and Restated Certificate of Incorporation, not to be governed by Section 203 of the Delaware General Corporation Law. Section 203 prohibits certain transactions between a Delaware corporation and an "interested

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stockholder," which is defined as a person who, together with that person's affiliates and/or associates, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. This provision prohibits certain business combinations (including mergers, consolidations, sales or other dispositions of assets having an aggregate value in excess of 10% of the consolidated assets of the corporation and certain transactions that would increase the interested stockholder's proportionate share ownership in the corporation) between an interested stockholder and a corporation for a period of three years after the date the interested stockholder acquired its stock, unless:

Transfer Agent And Registrar

        Wells Fargo Bank Minnesota, National Association serves as the transfer agent and registrar for our common stock.


PLAN OF DISTRIBUTION

        We may sell securities offered by this prospectus in and/or outside the United States:

        We will describe in the applicable prospectus supplement the particular terms of any offering of securities, including:

        We may change the initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers from time to time.

        If we offer the securities through underwriters, the underwriters will acquire the securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. We may offer the securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more underwriters. We will specify on the cover of the applicable prospectus supplement the underwriter or underwriters with respect to a particular underwritten offering of securities, or, if an underwriting syndicate is used, the managing underwriter or underwriters. Unless we state otherwise, the obligations of the underwriters to purchase

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the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of the securities if any are purchased.

        If we offer the securities through dealers, and if so specified in the applicable prospectus supplement, we will sell the securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices determined by the dealers at the time of resale. We will list the names of the dealers and describe the terms of the transaction in the applicable prospectus supplement.

        We may also sell the securities directly or through agents we designate from time to time. We will name in the applicable prospectus supplement any agent involved in the offer or sale of the securities in respect to which this prospectus is delivered, and describe any commissions we will pay to the agent.

        We may agree to indemnify any underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make in respect thereof. Underwriters, dealers and agents may be customers of, may engage in transactions with or perform services for, us in the ordinary course of business.


LEGAL MATTERS

        Stanley J. Andersen, our Counsel, will issue an opinion about the legality of securities offered pursuant to this prospectus. Mr. Andersen is a beneficial owner of 8,445 shares of our common stock.


EXPERTS

        Our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

        With respect to our unaudited condensed consolidated interim financial information for the three-month periods ended March 31, 2003 and March 31, 2002, incorporated by reference in this prospectus, Ernst & Young LLP have reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report, included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference, states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted considering the limited nature of the review procedures applied. The independent auditors are not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by the auditors within the meaning of Sections 7 and 11 of the Securities Act.

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GRAPHIC