1 unchanged sentence
Additional risks and uncertainties not presently known to us or that are currently not believed to be significant to our business may also affect our actual results and could harm our business, financial condition and results of operations.
−Removed: If any of the risks or uncertainties
−Removed: described below or any additional risks and uncertainties actually occur, our business, results of operations and financial condition could be materially and adversely affected.
+Added: If any of the risks or uncertainties described below or any additional risks and uncertainties actually occur, our business, results of operations and financial condition could be materially and adversely affected.
Business, Strategic, and Reputational Risks
4 unchanged sentences
The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Weakness in the economy may disproportionately and materially adversely affect our business and results of operations.
−Removed: Any economic downturn could result in financial stress on our borrowers that would adversely affect consumer confidence, a reduction in general business activity and increased market volatility.
+Added: Economic conditions have affected and could continue to adversely affect our revenues and profits.
+Added: Our success depends, to a certain extent, upon favorable economic and political conditions, local and national, as well as governmental monetary policies.
+Added: Conditions such as recession, unemployment, changes in interest rates, inflation, money supply, and other factors beyond the Company’s control may adversely affect deposit levels, costs, loan demand and/or asset quality and, therefore, our earnings.
+Added: Further, any economic downturn could result in financial stress on our borrowers that would adversely affect consumer confidence, a reduction in general business activity and increased market volatility.
The resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets could adversely affect our business, financial condition, results of operations and stock price.
−Removed: Our ability to properly assess the creditworthiness of our customers and to estimate the losses inherent in our credit exposure would be made more complex by difficult market and economic conditions.
+Added: Our ability to properly assess the creditworthiness of our customers and to estimate the losses inherent in our credit exposure would be made more complex by difficult or rapidly changing market and economic conditions.
Accordingly, if market conditions worsen, we may experience increases in foreclosures, delinquencies, write-offs and customer bankruptcies, as well as more restricted access to funds.
1 unchanged sentence
Competition in the banking and financial services industry is strong.
−Removed: We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, fintechs, mutual funds, insurance companies and securities brokerage and investment banking firms operating locally and nationwide.
+Added: We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, fintechs, mutual funds, insurance companies and securities brokerage and investment banking firms operating locally and nationwide and may soon compete with entities that granted “special purpose national bank” (“SPNB”) charters by the Office of the Comptroller of the Currency.
Some of our competitors have greater name recognition and market presence than we do and offer certain services that we do not or cannot provide.
In addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to increase our market share and remain profitable on a long-term basis.
−Removed: In 2018, the Office of the Comptroller of the Currency announced that it would begin to accept and evaluate charters for entities that wanted to conduct certain components of a banking business pursuant to a federal charter, known as a “special purpose national bank” (“SPNB”) charter.
−Removed: Intended to promote economic opportunity and spur financial innovation, SPNBs may engage in any of the following activities:
−Removed: paying checks, lending money, or taking deposits.
−Removed: If any such applications are granted, recipients of an SPNB charter may enter the U.S.
−Removed: payments market in which the Bank operates, which could have a material adverse effect on the Bank and certain of its business lines.
Reputational risk and social factors may negatively affect us.
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If these risks were to materialize, they could negatively affect our business, financial condition and results of operations.
−Removed: We have and expect to incur substantial costs related to the merger with First Century (the “merger”) and integration.
−Removed: We have incurred and expect to incur a number of non-recurring costs associated with the merger.
−Removed: These costs include legal, financial advisory, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, regulatory fees, closing, integration and other related costs.
−Removed: Some of these costs are payable regardless of whether or not the merger is completed.
−Removed: The merger may be more difficult, costly, or time-consuming than expected, and we may not realize the anticipated benefits of the merger.
−Removed: The anticipated benefits of the merger, including revenue diversification and growth, may not be realized fully or at all or may take longer to realize than expected and integration may result in additional and unforeseen expenses.
−Removed: An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect upon our operating results following the completion of the merger.
−Removed: In addition, we and First Century have operated and, until the completion of the merger, must continue to operate, independently.
−Removed: It is possible that the integration process could result in the loss of key employees, including employees of First Century, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies that adversely affect each company’s ability to maintain relationships with clients, customers, depositors, and employees or to achieve the anticipated benefits of the merger.
−Removed: Integration efforts between the companies may also divert management attention and resources.
−Removed: These integration matters could have an adverse effect on the Company during this transition period and for an undetermined period after completion of the merger.
−Removed: Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the Company following the merger .
−Removed: Before the merger and the merger of First Century Bank, N.A.
−Removed: into the Bank may be completed, various approvals, consents, and non-objections must be obtained from the FDIC, the Federal Reserve, and other regulatory authorities in the United States.
−Removed: In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party.
−Removed: These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals;
−Removed: governmental, political or community group inquiries, investigations or opposition;
−Removed: or changes in legislation or the political environment generally.
−Removed: The approvals that are granted may impose terms and conditions, limitations, obligations, or costs, or place restrictions on the conduct of our business or require changes to the terms of the transactions contemplated by the merger agreement.
−Removed: There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions and that such conditions, limitations, obligations, or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting our revenues following the merger or otherwise reducing the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe.
−Removed: In addition, there can be no assurance that any such conditions, terms, obligations, or restrictions will not result in the delay or abandonment of the merger.
−Removed: Failure to complete the merger could negatively impact the Company .
−Removed: If the merger is not completed for any reason, there may be various adverse consequences and we may experience negative reactions from the financial markets and from our customers and employees.
−Removed: Additionally, if the merger agreement is terminated, the market price of our common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed.
−Removed: We also could be subject to litigation related to any failure to complete the merger or to perform our obligations under the merger agreement.
−Removed: We will be subject to business uncertainties and contractual restrictions while the merger is pending.
−Removed: Uncertainty about the effect of the merger on employees and customers may have an adverse effect on the Company and/or First Century.
−Removed: These uncertainties may impair First Century and/or our ability to attract, retain and motivate key
−Removed: personnel until the merger is completed, and could cause customers and others that deal with First Century and/or the Company to seek to change existing business relationships with First Century and/or the Company.
−Removed: The merger agreement may be terminated in accordance with its terms and the merger may not be completed.
−Removed: The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger.
−Removed: Those conditions include:
−Removed: (i) approval by First Century shareholders;
−Removed: (ii) the receipt of required regulatory approvals, including the approval of the DFI, the FDIC and the Federal Reserve;
−Removed: and (iii) the absence of any statute, rule, regulation, injunction, order, or decree, which shall have been enacted, entered, promulgated, or enforced, which prohibits, prevents, or makes illegal the completion of the merger, and no material claim, litigation or proceeding shall have been initiated and pending or threatened relating to the merger agreement or the merger or seeking to prevent the completion of the merger.
−Removed: Each party’s obligation to complete the merger is also subject to certain additional customary conditions.
−Removed: These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed.
−Removed: We may not have discovered certain liabilities or other matters related to First Century, which may adversely affect the future financial performance of the combined company.
−Removed: In the course of the due diligence review that we conducted prior to the execution of the merger agreement, we may not have discovered, or may have been unable to properly quantify, certain liabilities of First Century or other factors that may have an adverse effect on the business, results of operations, financial condition, and cash flows of the combined company after the consummation of the merger.
−Removed: Our estimates and judgments related to the acquisition accounting methods used to record the purchase price allocation related to the merger may be inaccurate.
−Removed: Our management will make significant accounting judgments and estimates related to the application of acquisition accounting of the merger under GAAP, as well as the underlying valuation models.
−Removed: Our business, operating results, and financial condition could be materially adversely impacted in future periods if the accounting judgments and estimates prove to be inaccurate.
New lines of business, and new products and services may result in exposure to new risks and the value and earnings related to existing lines of business are subject to market conditions.
5 unchanged sentences
Failure to manage these risks, or failure of any product or service offerings to be successful and profitable, could have a material adverse effect on our financial condition and results of operations.
−Removed: Significant external events could adversely affect our business and results of operations.
−Removed: We could experience other external events such as severe weather, natural disasters, acts of war, such as the current conflict in Ukraine, or terrorism or other widespread public health issues or continued circumstances that could impair the ability of our customers to repay outstanding loans;
+Added: The wind-down of our consumer mortgage operations may take longer than expected and may cost more than anticipated.
+Added: Due to the steep decline in consumer mortgage volumes and the negative outlook for consumer mortgage lending over the next several years, the Company decided to exit the consumer mortgage business during the first quarter of 2023.
+Added: We have incurred and expect to incur a number of costs associated with the wind-down of the consumer mortgage business through at least the end of the second quarter of 2023.
+Added: Our management made accounting judgments and estimates related to the wind-down of the consumer mortgage business.
+Added: Our operating results could be adversely impacted in future periods if the accounting judgments and estimates prove to be inaccurate, if the wind-down takes significantly longer than anticipated, if we incur additional, unanticipated costs, or if we face litigation related to the exit.
+Added: Significant external events, including continued spread of the COVID-19 pandemic or outbreak of a highly contagious disease, could adversely affect our business and results of operations.
+Added: We could experience other external events such as severe weather, natural disasters, acts of war, such as the current conflict in Ukraine, terrorism or widespread public health issues, such as the COVID-19 pandemic or another highly contagious or infectious disease, that could impair the ability of our customers to repay outstanding loans;
impair the value of collateral, if any, securing outstanding loans;
5 unchanged sentences
The occurrence or continuation of any such event could materially adversely impact our business, our ability to provide our services, demand for our services, asset quality, financial condition and results of operations.
−Removed: The COVID-19 pandemic, or other such epidemic, pandemic or outbreak of a highly contagious disease, occurring in the United States or in the geographies in which we conduct operations, could adversely affect our business operations, asset valuations, financial condition and results of operations.
−Removed: Our business is dependent upon the willingness and ability of our customers to conduct banking and other financial transactions.
−Removed: The COVID-19 pandemic, or outbreak of another highly contagious or infectious disease, could negatively impact the ability of our employees and customers to conduct such transactions and disrupt the business activities and operations of our customers in the geographic areas in which we operate.
−Removed: The spread of the COVID-19 virus had an impact on our operations during fiscal year 2021, and we expect that the virus will continue to have an impact on our business, financial condition and results of operations and those of our customers during 2022.
−Removed: The COVID-19 pandemic has caused changes in the behavior of customers, businesses and their employees, including illness, quarantines, social distancing practices, cancellation of events and travel, business and school shutdowns, reduction in commercial activity and financial transactions, supply chain interruptions, increased unemployment and overall economic and financial market instability.
−Removed: Future effects, including additional actions taken by federal, state, and local governments to contain COVID-19 or treat its impact, are unknown.
−Removed: Any sustained disruption to our operations is likely to negatively impact our financial condition and results of operations.
−Removed: Notwithstanding our contingency and business continuity plans and other safeguards against pandemics or another contagious disease, the spread of COVID-19 could also negatively impact the availability of our personnel who are necessary to conduct our business operations, as well as potentially impact the business and operations of our third party service providers who perform critical services for us.
−Removed: If the response to contain COVID-19, or another highly infectious or contagious disease, is unsuccessful, we could experience a material adverse effect on our business operations, asset valuations, financial condition and results of operations.
−Removed: Material adverse impacts may include all or a combination of allowance for loan losses, income taxes, valuation and impairments of investment securities and goodwill, as well as fair value measurements of derivatives, loans held-for-sale and other real estate owned.
Anti-takeover provisions could negatively impact our shareholders.
6 unchanged sentences
Our commercial loan portfolio exposes us to higher credit risks than residential real estate loans, including risks relating to the success of the underlying business and conditions in the market or the economy and concentrations in our commercial loan portfolio.
−Removed: Our commercial loans totaled $2.4 billion, or 81.8% of our total loan portfolio.
+Added: Our commercial loans totaled $2.7 billion, or 77.7% of our total loan portfolio as of December 31, 2022.
These loans generally involve higher credit risks than residential real estate loans and are dependent upon our lenders maintaining close relationships with the borrowers.
3 unchanged sentences
Our failure to manage this commercial loan growth and the related risks could have a material adverse effect on our business, financial condition and results of operations.
−Removed: In addition, with respect to CRE, federal and state banking regulators are examining CRE lending activity with heightened scrutiny and may require banks with higher levels of CRE loans to implement more stringent underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and
−Removed: capital levels as a result of CRE lending growth and exposures.
+Added: In addition, with respect to CRE, federal and state banking regulators are examining CRE lending activity with heightened scrutiny and may require banks with higher levels of CRE loans to implement more stringent underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of CRE lending growth and exposures.
Because a significant portion of our loan portfolio is comprised of CRE loans, our banking regulators may require us to maintain higher levels of capital than we would otherwise be expected to maintain, which could limit our ability to leverage our capital and have a material adverse effect on our business, financial condition, results of operations and prospects.
Portions of our commercial lending activities are geographically concentrated in Central Indiana and adjacent markets, and changes in local economic conditions may impact their performance.
−Removed: We offer our residential mortgage and consumer lending as well as public finance, healthcare finance, franchise finance, small business lending and single tenant financing products and services throughout the United States.
+Added: We offer our consumer lending as well as public finance, healthcare finance, franchise finance, small business lending and single tenant financing products and services throughout the United States.
However, we serve CRE and C&I borrowers primarily in Central Indiana and adjacent markets.
2 unchanged sentences
Additionally, unfavorable local economic conditions could reduce or limit the growth rate of our CRE and C&I loan portfolios for a significant period of time, or otherwise decrease the ability of those borrowers to repay their loans, which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We are subject to risks arising from conditions in the real estate market, as a significant portion of our loans are secured by commercial and residential real estate .
+Added: We are subject to risks arising from conditions in the real estate market, as a significant portion of our loans are secured by real estate .
At December 31, 2022, approximately 48.2% of our loans held for investment portfolio was comprised of loans with real estate as the primary component of collateral.
11 unchanged sentences
However, the allowance for loan and lease losses may increase upon the adoption of CECL and any such increased allowance level would decrease shareholders' equity and the Company's and Bank's regulatory capital ratios.
−Removed: A significant amount of time and resources may be needed to implement CECL effectively, including the design and implementation of adequate internal controls, which may adversely affect our results of operations.
+Added: A significant amount of time and resources may be needed to implement CECL effectively, including the implementation of adequate internal controls, which may adversely affect our results of operations.
If we are unable to maintain effective internal control over financial reporting relating to CECL, or otherwise, our ability to report our financial condition and results of operations accurately and on a timely basis could also be adversely affected.
−Removed: Our active participation in the PPP, or in other relief programs, may expose us to credit losses as well as litigation and compliance risk.
−Removed: To support our customers, businesses, and communities, we have participated in the PPP as a lender.
−Removed: As of December 31, 2021, we had originated 728 loans with balances in excess of $85 million to new and existing customers through the PPP.
−Removed: As of December 31, 2021, only 23 PPP loans, with aggregate outstanding principal balances of $3.15 million, had not been repaid or forgiven.
−Removed: Because of the short timeframe between the passing of the CARES Act and the April 3, 2020 opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the program, which exposes the Company to risks relating to noncompliance with the PPP.
−Removed: In addition, since the commencement of the PPP, several other banks have been subject to litigation regarding the process and procedures that such banks followed in accepting and processing applications for the PPP.
−Removed: We may be exposed to the risk of similar litigation.
−Removed: The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the program.
−Removed: In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Corporation, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Bank.
−Removed: Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.
Market, Interest Rate, and Liquidity Risks
3 unchanged sentences
If our investment securities experience a decline in value, we would need to determine whether the decline represented an other-than-temporary impairment, in which case we would be required to record a write-down of the investment and a corresponding charge to our earnings.
−Removed: An increase in interest rates, or the replacement of the London Inter-bank Offered Rate (“LIBOR”) with a benchmark rate that is higher or more volatile than LIBOR, could increase our cost of borrowing and could adversely impact our business, financial condition and results of operations.
+Added: Changes in interest rates could adversely affect the Company’s results of operations and financial condition.
+Added: The Company’s earnings depend substantially on the Company’s interest rate spread, which is the difference between (i) the rates the Bank earns on loans, securities, and other earning assets and (ii) the interest rates the Bank pays on deposits and other borrowings.
+Added: These rates are highly sensitive to many factors beyond the Company’s control, including general economic conditions and the policies of various governmental and regulatory authorities.
+Added: If market interest rates continue to rise, especially at the pace they did in 2022, the Company will have competitive pressure to increase the rates the Bank pays on deposits, which could result in a decrease of net interest income.
+Added: If market interest rates decline, the Bank could experience fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets.
+Added: Earnings can also be impacted by the spread between short-term and long-term market interest rates.
+Added: The replacement of the London Inter-bank Offered Rate (“LIBOR”) with a benchmark rate that is higher or more volatile than LIBOR, could increase our cost of borrowing and could adversely impact our business, financial condition and results of operations.
In 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (the “Authority”) announced that the Authority intended to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the ICE Benchmark Administration Limited (together with any successor, “IBA”), as administrator of LIBOR In response to concerns regarding the future of LIBOR, Federal Reserve and the Federal Reserve Bank of New York convened the Alternative Reference Rates Committee (“ARRC”) to identify alternatives to LIBOR.
19 unchanged sentences
If we are unable to comply with applicable provisions of these statutes and regulations, the Bank may not be able to pay dividends to us, we may not be able to pay dividends on our outstanding common stock and our ability to service our debt may be materially impaired.
−Removed: We may need additional capital resources in the future, and these capital resources may not be available when needed or at all, without which our financial condition, results of operations and prospects could be materially impaired.
−Removed: In recent years, we have raised additional capital in the public debt and equity markets to support balance sheet growth, refinance existing debt obligations, or explore strategic alternatives which may include additional asset, deposit or revenue generation channels.
−Removed: Our ability to raise future capital, if needed, will depend upon our financial performance and conditions in the capital markets, as well as economic conditions generally.
+Added: We may need additional funding resources in the future, and these funding resources may not be available when needed or at all, without which our financial condition, results of operations and prospects could be materially impaired.
+Added: As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments.
+Added: These sources include brokered deposits and federal funds purchased.
+Added: Further, in recent years, we have raised additional capital in the public debt and equity markets to support balance sheet growth, refinance existing debt obligations, or explore strategic alternatives which may include additional asset, deposit or revenue generation channels.
+Added: Our ability to source deposits and raise future capital, if needed, will depend upon our financial performance and conditions in the capital markets, as well as economic conditions generally.
Accordingly, such financing may not be available to us on acceptable terms or at all.
If we cannot raise additional capital when needed, it could have a material adverse effect on our business, financial condition and results of operations.
+Added: The Company’s stock price can be volatile.
+Added: The Company’s stock price can fluctuate widely in response to a variety of factors, including without limitation:
+Added: actual or anticipated variations in the Company’s quarterly operating results;
+Added: recommendations by securities analysts;
+Added: significant acquisitions or business combinations;
+Added: strategic partnerships, joint ventures or capital commitments;
+Added: operating and stock price performance of other companies that investors deem comparable to the Company;
+Added: new technology used or services offered by the Company’s competitors;
+Added: news reports relating to trends, concerns and other issues in the banking and financial services industry, and changes in government regulations.
+Added: General market fluctuations, industry factors and general economic and political conditions and events, including terrorist attacks, increased inflation, economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, could also cause the Company’s stock price to decrease, regardless of the Company’s operating results.
Operational Risks
Because our business is highly dependent on technology that is subject to rapid change and transformation, we are subject to risks of obsolescence.
−Removed: The Bank conducts its deposit gathering activities and a significant portion of its residential mortgage lending activities through digital channels.
+Added: The Bank conducts its deposit gathering activities and a significant portion of its lending activities through digital channels.
The financial services industry is undergoing rapid technological change, and we face constant evolution of customer demand for technology-driven financial and banking products and services.
36 unchanged sentences
In addition, these laws, regulations and policies are subject to continual review by governmental authorities, and changes to these laws, regulations and policies, including changes in interpretation or implementation of these laws, regulations and policies, could affect us in substantial and unpredictable ways and often impose additional compliance costs.
−Removed: Further, any new laws, rules and
−Removed: regulations could make compliance more difficult or expensive.
+Added: Further, any new laws, rules and regulations could make compliance more difficult or expensive.
All of these laws and regulations, and the supervisory framework applicable to our industry, could have a material adverse effect on our business, financial condition and results of operations.
14 unchanged sentences
(i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of 4.5%, plus a 2.5% “capital conservation buffer” (resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of 7.0%);
−Removed: (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio of 8.5%);
+Added: (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, plus the capital conservation buffer (resulting in a minimum Tier 1 capital ratio
(iii) a minimum ratio of Total capital to risk-weighted assets of 8.0%, plus the capital conservation buffer (resulting in a minimum Total capital ratio of 10.5%);
29 unchanged sentences
Additionally, as with other financial institutions, we may incur legal liability or reputational risk, if we unknowingly process payments for companies in violation of money laundering laws or regulations or immoral activities.
−Removed: The merger and our introduction of new products and programs in partnership with fintechs is expected to increase account and transaction volume at the Bank and thereby increase the foregoing risks, the results of which could have a material adverse effect on our business, financial condition and results of operations.
+Added: Our introduction of new products and programs in partnership with fintechs is expected to increase account and transaction volume at the Bank and thereby increase the foregoing risks, the results of which could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to potential liability and business risk from actions by our regulators related to supervision of third parties.
−Removed: Our regulators or auditors may require us to increase the level and manner of our oversight of the third parties which provide marketing and other services through which we offer products and services, whether in connection with the merger, our introduction of new programs and products, or otherwise.
+Added: Our regulators or auditors may require us to increase the level and manner of our oversight of the third parties which provide marketing and other services through which we offer products and services, whether in connection with our introduction of new programs and products, or otherwise.
Although we have significant compliance staff and have used outside consultants, our internal and external compliance examiners continually evaluate our practices and must be satisfied with the results of our third-party oversight activities.
2 unchanged sentences
Our ongoing review and analysis of our compliance management system and implementation of any changes resulting from that review and analysis will likely result in increased non-interest expense.
−Removed: Federal banking laws limit the acquisition and ownership of our common stock.
−Removed: Because we are a bank holding company, any purchaser of certain specified amounts of our common stock may be required to file a notice with or obtain the approval of the Federal Reserve under the BHCA, as amended, and the Change in
−Removed: Bank Control Act of 1978, as amended.
+Added: Federal banking laws limit the acquisition, ownership and repurchase of our common stock.
+Added: Because we are a bank holding company, any purchaser of certain specified amounts of our common stock may be required to file a notice with or obtain the approval of the Federal Reserve under the BHCA, as amended, and the Change in Bank Control Act of 1978, as amended.
Specifically, under regulations adopted by the Federal Reserve, (1) any other bank holding company may be required to obtain the approval of the Federal Reserve before acquiring 5% or more of our common stock and (2) any person may be required to file a notice with and not be disapproved by the Federal Reserve to acquire 10% or more of our common stock and will be required to file a notice with and not be disapproved by the Federal Reserve to acquire 25% or more of our common stock.
+Added: Further, recently enacted laws impose an excise tax on a public company’s repurchase of its own stock.
+Added: There are discussions and proposed legislation to increase that excise tax.
+Added: Increases in the excise tax on stock repurchases could negatively affect our current stock repurchase program and our ability to repurchase common stock in the future.
Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.