HEARTLAND 39.3 SERIES PROMOTION CODE

Some of our program agreements also provide that, upon expiration or termination, our partner may purchase or designate a third party to purchase the accounts and loans generated with respect to its program and all related customer data. If we maintain or are required to maintain too much liquidity, it could be costly and reduce our financial flexibility. Active accounts in millions. Programs with manufacturers, buying groups and industry associations generally are made available to Payment Solutions partners such as individual retail outlets, dealers and merchants under dealer agreements, which typically may be terminated at will by the other party on short notice to us e. Unless renewed or extended by the parties, our principal agreements with First Data expire under their existing terms at various times between and Our ability to generate new loans and the interest income and fees and other income associated with them is dependent upon sales of merchandise and services by our partners. In addition, success is dependent on factors such as partner and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the availability of appropriate technologies and business processes and regulatory approvals. Our use of our new name for our existing or any new products in the United States or other countries may be challenged by third parties, and we may become involved in legal proceedings to protect or defend our rights with respect to our new name, all of which could have a material adverse effect on our business and results of operations.

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 consuming and expensive and could result in the diversion of time and attention of our management and employees. Competition among direct banks is intense because online banking provides customers the ability to rapidly deposit and withdraw funds and open and close accounts in favor of products and services offered by competitors. However, we expect to incur additional costs and expenses in connection with the actions required under the Consent Order, in addition to the amounts we are required to pay under the Consent Order and the Assurance. These changes may also require us to invest significant management attention and resources to make any necessary changes and could adversely affect our business, results of operations and financial condition. In addition, some of our competitors for partners have a business model that allows for their partners to manage underwriting e. In addition, our resolutions with the CFPB and the New York Attorney General do not preclude other regulators or state attorneys general from seeking additional monetary or injunctive relief with respect to CareCredit, and any such relief could have a material adverse effect on our business, results of operations or financial condition.

The unaudited pro forma information also should not be considered representative of our future financial condition or results of operations. A prolonged period of slow economic growth or a significant deterioration in economic conditions would likely affect consumer spending levels and the ability and willingness of customers to pay amounts owed to us, and could have a material adverse effect on our business, results of operations and financial condition.

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.

As a result, we are more susceptible to fluctuations and risks particular to U. We have an experienced risk management team and an enterprise risk management infrastructure that we believe enable us to effectively manage our risk. Lower payment rates, and in particular, payment rates that are low enough that we are required to lengthen our accumulation periods, could materially adversely affect our liquidity and financial condition. In addition, for our Dual Cards, we are subject to the operating regulations and procedures set forth by the interchange network, and our failure to comply with these operating regulations, which may change from time to time, could subject us to various penalties or fees, or the termination of our license to use the interchange network, all of which could have a material adverse effect on our business and results of operations.

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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 promotioh could materially adversely affect our funding costs and liquidity.

We need to effectively manage our funding and liquidity in order to meet our cash requirements such as day to day operating expenses, extensions of credit to our customers, payments of principal and interest on our borrowings and payments on our other obligations.

PayPal, we expect to extend our program agreement for two years beyond its current contractual expiration date in Our ability to develop, acquire or commercialize competitive technologies, products or services on acceptable terms or at all may be limited by intellectual property rights that third parties, including competitors and potential competitors, may assert. If the CFPB changes seriss which were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or modifies through supervision or enforcement past related regulatory guidance or interprets existing regulations seeries a different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our compliance costs and litigation seriez could increase.

Customers with insufficient cash flow to fund daily living expenses and lack of access to other sources of credit may be more likely to increase their card usage and ultimately default on their payment obligations to us, resulting in higher credit losses in our portfolio.

We may not realize the value of strategic investments that we pursue and such investments could divert resources or introduce unforeseen risks to our business.

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Customer attrition from any or all of our credit products or any lowering of the pricing of our products by reducing interest rates or fees in order to retain customers could reduce our revenues and therefore our earnings. The errors or inaccuracies in our models may be material, and could lead us to make wrong or sub-optimal decisions in managing our business, and this could have a material adverse effect on our business, results of operations and financial condition.

The pace of technology change is high and our industry is intensely competitive, and we cannot assure you that we will be able to sustain our investment in new technology as critical systems and applications become obsolete and better ones become available.

Our inability to securitize our loans would have a material adverse effect seriss our business, liquidity, cost of funds and financial condition.

This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. If the models that we use to manage these risks are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected.

Certain of these program agreements are also subject to early seriees by a party if the other party has a material adverse change in its financial condition.

Recently, financial services companies have been experiencing increased reputational risk as consumers take issue with certain of their practices or judgments. We and the Bank are subject to restrictions that promotiln our ability to pay dividends and repurchase our capital stock. In connection with applicable capital adequacy seriea, Synchrony, the Bank and GECC also will be required to conduct stress tests on an annual basis.

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In the event we are unable to refinance existing asset-backed securities from our publicly registered securitization trust with new securities from the same trust, there are structural and regulatory constraints on our ability to refinance these asset-backed securities with Bank deposits or other promoyion at the Bank, and therefore we would be required to rely on sources outside of the Bank.

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Value to Our Customers. Although we offer a variety of consumer credit products, some of our hesrtland provide a broader selection of services, including home and automobile loans, debit cards and bank branch ATM access, which may position them better among customers who prefer to use a single hearltand institution to meet all of their financial needs.

Our results of operations and growth depend on our ability to retain existing partners and attract new partners.

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 centersour partners and their business and our customers.

The Dodd-Frank Act and regulations promulgated thereunder have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. CareCredit is a leading provider of promotional financing to consumers for elective healthcare procedures or services, such as dental, veterinary, cosmetic, vision and audiology.

Some of our competitors are substantially larger, have substantially greater resources and may offer a broader range of products and services. Our ability to establish and maintain deep, collaborative relationships with our partners is a core skill that we have developed through decades of experience. In addition, failure to maintain the well capitalized status of the Bank could result in our having to invest additional capital in the Bank, which promotikn in turn require us to raise additional capital.

We may execute strategic acquisitions or partnerships or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business. Our resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent fraud. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions that are designed to disrupt key business services, such as consumer-facing web sites.

Other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners. Interest and fees on loans. The consumer credit and payments industry is also highly competitive, and we will face 93.3 increasingly dynamic industry as emerging technologies enter the marketplace. The failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business.

Our ability to manage credit risk and avoid high charge-off rates also may be adversely affected by economic conditions that may be difficult to predict, such as the recent financial crisis. When we migrate our data centers, our partners will also need to make changes to their networks to establish connectivity with us. A downgrade in our unsecured debt or asset-backed securities credit ratings or investor concerns that a hesrtland may occur could materially increase the cost of our funding from, and restrict our access to, the capital serjes.