EXHIBIT 99
FORWARD-LOOKING STATEMENTS
From time to time, National Penn or its representatives make written or
oral statements that may include "forward-looking statements" with respect to
its:
* Financial condition.
* Results of operations.
* Asset quality.
* Product, geographic and other business expansion plans and
activities.
* Investments in new subsidiaries and other companies.
* Capital expenditures, including investments in technology.
* Pending or completed mergers with or acquisitions of financial
or non-financial companies or their assets, loans, deposits
and branches, and the revenue enhancements, cost savings and
other benefits anticipated in those transactions.
* Pending or completed sales of businesses or assets, and the
benefits anticipated in those transactions.
* Other matters.
Many of these statements can be identified by looking for words such as
"believes," "expects," "anticipates," "estimates", "projects" or similar words
or expressions.
These forward-looking statements involve substantial risks and
uncertainties. There are many factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements. These
factors include, among other things, the following possibilities:
* National Penn's unified branding campaign and other marketing
initiatives may be less effective than expected in building
name recognition and greater customer awareness of National
Penn's products and services. Use of non-National Penn brands
may be counter-productive.
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* National Penn may be unable to differentiate itself from its
competitors by a higher level of customer service, as intended
by its business strategy.
* Expansion of National Penn's products and services offerings
may take longer, and may meet with more effective competitive
resistance from others already offering such products and
services, than expected.
* New product development by new and existing competitors may be
more effective, and take place more quickly, than expected.
* Competitors with substantially greater resources may enter
product market, geographic or other niches currently served by
National Penn.
* Geographic expansion may be more difficult, take longer, and
present more operational and management risks and challenges,
than expected.
* Business development in newly entered geographic areas,
including those entered by mergers and acquisitions, may be
more difficult, and take longer, than expected.
* Competitive pressures may increase significantly and have an
adverse effect on National Penn's pricing, spending,
third-party relationships and revenues.
* Customers may substitute competitors' products and services
for National Penn's products and services, due to price
advantage, technological advantages, or otherwise.
* National Penn may be less effective in cross-selling its
various products and services, and in utilizing alternative
delivery systems such as the Internet, than expected.
* Projected business increases following new product
development, geographic expansion, and productivity and
investment initiatives, may be lower than expected, and
recovery of associated costs may take longer than expected.
* National Penn may be unable to retain key executives and other
key personnel due to intense competition for such persons or
otherwise.
* Increasing interest rates may increase funding costs and
reduce interest margins, and may adversely affect
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business volumes, including mortgage origination levels.
* Growth and profitability of National Penn's non-interest
income or fee income may be less than expected, including
income from mortgage banking activities.
* General economic or business conditions, either nationally or
in the regions in which National Penn will be doing business,
may be less favorable than expected, resulting in, among other
things, a deterioration in credit quality or a reduced demand
for credit, including the resultant effect on National Penn's
loan portfolio and allowance for loan losses.
* Expected synergies and cost savings from mergers and
acquisitions may not be fully realized or realized as quickly
as expected.
* Revenues and loan growth following mergers and acquisitions
may be lower than expected.
* Loan losses, deposit attrition, operating costs, customer and
key employee losses, and business disruption following mergers
and acquisitions may be greater than expected.
* Business opportunities and strategies potentially available to
National Penn after mergers and acquisitions may not be
successfully or fully acted upon.
* Costs, difficulties or delays related to the integration of
businesses of acquired companies with National Penn's business
may be greater or take longer than expected.
* Technological changes may be harder to make or more expensive
than expected or present unanticipated operational issues.
* Recent and proposed legislative or regulatory changes,
including changes in accounting rules and practices, and
customer privacy and data protection requirements, and
intensified regulatory scrutiny of the financial services
industry in general, may adversely affect National Penn's
costs and business.
* Market volatility may continue in the securities markets, with
an adverse effect on National Penn's securities and asset
management activities.
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* There may be unanticipated regulatory rulings or developments.
* Changes in consumer spending and savings habits could
adversely affect National Penn's business.
* Negative publicity with respect to any National Penn product
or service, whether legally justified or not, could adversely
affect National Penn's reputation and business.
* Various domestic or international military or terrorist
activities or conflicts may have a negative impact on National
Penn's business as well as the foregoing and other risks.
* National Penn may be unable to successfully manage the
foregoing and other risks and to achieve its current
short-term and long-term business plans and objectives.
Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
statements. National Penn cautions shareholders not to place undue reliance on
such statements.
All written or oral forward-looking statements attributable to National
Penn or any person acting on its behalf made after the date of this Report are
expressly qualified in their entirety by the cautionary statements contained in
this Report. National Penn does not undertake any obligation to release publicly
any revisions to such forward-looking statements to reflect events or
circumstances after the date of this Report or to reflect the occurrence of
unanticipated events.
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