HEARTLAND 39.3 SERIES PROMOTION CODE

As a new savings and loan holding company, the Company historically has not been required by regulators to disclose capital ratios, and therefore these capital ratios are non-GAAP measures. Table of Contents State sales tax rules and regulations, and their application and interpretation by the respective states, could change and adversely affect our results of operations. Experienced and effective risk management. In addition, to the extent we undertake actions requiring regulatory approval or non-objection, our regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business, results of operations and financial condition. The complexities of these arrangements and the services provided will increase the operational risk associated with the Separation, and this increased risk could result in unanticipated expenses, disruptions to our operations or other adverse consequences, all of which could have a material adverse effect on our business. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive and restricting our ability to offer them.

While financial market conditions have stabilized and, in many cases, improved since the financial crisis, there can be no assurance that significant disruptions, uncertainties and volatility will not occur in the future. The level of our fraud charge-offs and results of operations could be materially adversely affected if fraudulent activity were to significantly increase. In addition, some of our program agreements limit the rate of interest we can charge to customers under those agreements. In addition, our contractual arrangements may not effectively prevent disclosure of our intellectual property or confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. We are subject to catastrophes such as natural disasters, severe weather conditions, health pandemics and terrorist attacks, any of which could have a negative effect on our business and technology infrastructure including our computer network systems and data centers , our partners and their business and our customers. The success of our business depends on our ability to retain existing partners and attract new partners.

Industry and Market Data. Table of Contents Our strategies to both increase promoton among our current partners and attract new partners include the following elements:. We rely extensively on models in managing many aspects of our business, including liquidity and capital planning including stress testingcustomer selection, credit and promtion risk management, pricing, reserving and collections management. In addition, because our products and services typically are marketed through our partners, if our partners are unwilling or unable to effectively implement our new technologies, products, services or enhancements, we may be unable to grow our business.

Competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. Table of Contents The occurrence of an early amortization of our securitization facilities would have a material adverse effect on our liquidity and cost of funds. Securities to Be Registered. Table of Contents continue existing or pursue new business activities, require us to change certain of our business practices or alter our relationships with customers, affect retention of our key personnel, or expose us to additional costs including increased compliance costs.

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If this Form is filed to register additional securities 399.3 an offering pursuant to Rule b under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Adverse perceptions regarding our reputation could lead to difficulties in attracting and retaining deposits accounts.

Strategic investments neartland not perform as expected due to lack of acceptance by partners, customers or employees, higher than forecasted costs, lengthy transition periods, synergies or savings not being realized and a variety of other factors. The clde and demand for, and cost of, our asset-backed securities also could be adversely affected by failure to meet current or future capital requirements. Increase customer penetration at our existing partners.

Credit risk is the risk of loss that arises when an obligor fails to meet the terms of an obligation. Our collection operations may not. Due to our CareCredit platform, we are also more susceptible 39.3 increased regulations and legal and other regulatory actions targeted at elective healthcare related procedures or services, in contrast to other industries.

As a result, the ultimate impact of the Dodd-Frank Act and its implementing regulations remains unclear and could have a material adverse effect on our business, results of operations and financial condition. We have an experienced risk management team rpomotion an enterprise risk management infrastructure that we believe enable us to effectively manage our risk.

The rating agencies regularly evaluate our credit ratings and those of GECC, as well as the credit ratings of our asset-backed securities. We operate in multiple jurisdictions and we are subject to tax laws and regulations of the U.

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Any such actions could subject us to civil money penalties, customer remediations and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices.

We remain subject to conditions in the consumer credit environment. Our business is heavily concentrated in U. Table of Contents Our results depend, to a significant extent, on the active and effective promotion and support of our products by our partners.

Seroes of Contents Fraudulent activity associated with our products and services could negatively impact our brand and reputation and cause the use of our products and services to decrease and our fraud losses to increase.

A significant percentage of our platform revenue comes from relationships with a small number of Retail Card partners, and the loss of any of these Retail Card partners could adversely affect our business and results of operations.

These securities may not be sold until the srries statement filed with the Securities and Exchange Commission is effective.

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Capital Ratios for the Company Changes in interest rates could materially reduce our net interest income and our net earnings, and could also increase our funding costs and reduce our liquidity, especially if actual conditions turn out to be materially different from those we assumed.

You should carefully consider the following risks before investing in our common stock. Our industry is subject to rapid and significant changes in technologies, products and services.

A key part of our financial success depends on our ability to develop and commercialize new products and services or enhancements to existing products and services, including with respect to loyalty programs and mobile and point of sale technologies.

Our risk management processes and procedures may not be effective in mitigating our risks. We select our customers, manage their accounts and establish terms and credit limits using proprietary scoring models and other analytical techniques that are designed to set terms and credit limits to appropriately compensate us for the credit risk we accept, while encouraging customers to use their available credit.

Changes to our methods of offering our CareCredit products could materially impact operating results.

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We intend to grow our business and increase our profitability by building on our financial and ccode strengths and capitalizing on projected favorable industry trends, as well as by pursuing a number of important growth strategies for our business, including the following:.

Equity to assets 8. Reductions in interchange fees may reduce the competitive advantages our private label credit card products currently have by virtue of not charging interchange fees and would reduce promottion income from those fees. Although we do not expect the program agreement to be extended beyond the two year extension, we expect that we will agree to a fixed formula for PayPal to purchase the portfolio after the extension expires.

This would xode impact our liquidity, including our ability to originate new loans under existing accounts, and require us to rely on alternative funding sources, which might increase our funding costs or might not be available when needed.

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Changes in interest rates and competitor responses to these changes may also impact customer decisions to maintain deposits with us, and reductions in deposits could materially adversely affect our funding costs and liquidity. Return on assets 6.

Our success depends on our ability to manage our credit risk while attracting new customers with profitable usage patterns.

Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time seriea and expensive and could result in the diversion of time and attention of our management and employees.