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OneMain Holdings, Inc. - Quarter Report: 2018 June (Form 10-Q)




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
 
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018
 
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission file number 001-36129

ONEMAIN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
27-3379612
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
601 N.W. Second Street, Evansville, IN
 
47708
(Address of principal executive offices)
 
(Zip Code)

(812) 424-8031
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
Emerging growth company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At August 1, 2018, there were 135,787,008 shares of the registrant’s common stock, $0.01 par value, outstanding.
 

1




TABLE OF CONTENTS

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2




GLOSSARY
Terms and abbreviations used in this report are defined below.
Term or Abbreviation
 
Definition
 
 
 
2017 Annual Report on Form
10-K
 
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 21, 2018
2022 SFC Notes
 
$500 million of 6.125% Senior Notes due 2022 issued by SFC on May 15, 2017 and guaranteed by OMH
30-89 Delinquency ratio
 
net finance receivables 30-89 days past due as a percentage of net finance receivables
5.25% SFC Notes
 
$700 million of 5.25% Senior Notes due 2019 issued by SFC on December 3, 2014 and guaranteed by OMH
5.625% SFC Notes
 
$875 million of 5.625% Senior Notes due 2023 issued by SFC on December 8, 2017 and guaranteed by OMH
6.125% SFC Notes
 
collectively, the 2022 SFC Notes and the Additional SFC Notes
6.875% SFC Notes
 
$1.25 billion aggregate principal amount of 6.875% Senior Notes due 2025 issued by SFC on March 12, 2018 and guaranteed by OMH
7.125% SFC Notes
 
$900 million of 7.125% Senior Notes due 2026 issued by SFC on May 11, 2018 and guaranteed by OMH
8.25% SFC Notes
 
$1.0 billion of 8.25% Senior Notes due 2020 issued by SFC on April 11, 2016 and guaranteed by OMH
ABS
 
asset-backed securities
Accretable yield
 
the excess of the cash flows expected to be collected on the purchased credit impaired finance receivables over the discounted cash flows
Additional SFC Notes
 
$500 million of 6.125% Senior Notes due 2022 issued by SFC on May 30, 2017 and guaranteed by OMH
Adjusted pretax income (loss)
 
a non-GAAP financial measure used by management as a key performance measure of our segments
AHL
 
American Health and Life Insurance Company, an insurance subsidiary of OMFH
AIG
 
AIG Capital Corporation, a subsidiary of American International Group, Inc.
AOCI
 
Accumulated other comprehensive income (loss)
Apollo
 
Apollo Global Management, LLC and its consolidated subsidiaries
Apollo-Värde Group
 
an investor group led by funds managed by Apollo and Värde
Apollo-Värde Transaction
 
the purchase by the Apollo-Värde Group of 54,937,500 shares of OMH common stock from SFH pursuant to the Share Purchase Agreement for an aggregate purchase price of approximately $1.4 billion in cash on June 25, 2018
ASC
 
Accounting Standards Codification
ASU
 
Accounting Standards Update
Average debt
 
average of debt for each day in the period
Average net receivables
 
average of monthly average net finance receivables (net finance receivables at the beginning and end of each month divided by two) in the period
Blackstone
 
collectively, BTO Willow Holdings II, L.P. and Blackstone Family Tactical Opportunities Investment Partnership—NQ—ESC L.P.
CDO
 
collateralized debt obligations
CFPB
 
Consumer Financial Protection Bureau
CMBS
 
commercial mortgage-backed securities
Dodd-Frank Act
 
the Dodd-Frank Wall Street Reform and Consumer Protection Act
Exchange Act
 
Securities Exchange Act of 1934, as amended
FA Loans
 
purchased credit impaired finance receivables related to the Fortress Acquisition
FASB
 
Financial Accounting Standards Board
FHLB
 
Federal Home Loan Bank
FICO score
 
a credit score created by Fair Isaac Corporation
Fixed charge ratio
 
earnings less income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends
Fortress
 
Fortress Investment Group LLC
Fortress Acquisition

 
transaction by which FCFI Acquisition LLC, an affiliate of Fortress, acquired an 80% economic interest of the sole stockholder of SFC for a cash purchase price of $119 million, effective November 30, 2010


3




Term or Abbreviation
 
Definition
 
 
 
GAAP
 
generally accepted accounting principles in the United States of America
Gross charge-off ratio
 
annualized gross charge-offs as a percentage of average net receivables
Independence
 
Independence Holdings, LLC
Indiana DOI
 
Indiana Department of Insurance
IRS
 
Internal Revenue Service
Junior Subordinated Debenture
 
$350 million aggregate principal amount of 60-year junior subordinated debt issued by SFC under an indenture dated January 22, 2007, by and between SFC and Deutsche Bank Trust Company, as trustee, and guaranteed by OMH
LIBOR
 
London Interbank Offered Rate
Merit
 
Merit Life Insurance Co., an insurance subsidiary of SFC
Nationstar
 
Nationstar Mortgage LLC, dba “Mr. Cooper”
Net charge-off ratio
 
annualized net charge-offs as a percentage of average net receivables
Net interest income
 
interest income less interest expense
NRZ
 
New Residential Investment Corp.
ODART
 
OneMain Direct Auto Receivables Trust
OM Loans
 
purchased credit impaired personal loans acquired in the OneMain Acquisition
OMFH
 
OneMain Financial Holdings, LLC
OMFH Indenture
 
Indenture entered into on December 11, 2014, as amended or supplemented from time to time, by OMFH and certain of its subsidiaries in connection with the issuance of the OMFH Notes
OMFH Notes
 
collectively, $700 million aggregate principal amount of 6.75% Senior Notes due 2019 and $800 million in aggregate principal amount of 7.25% Senior Notes due 2021
OMFH Supplemental Indenture
 
Second Supplemental Indenture dated as of November 8, 2016, to the OMFH Indenture
OMFIT
 
OneMain Financial Issuance Trust
OMH
 
OneMain Holdings, Inc.
OneMain
 
OMFH, collectively with its subsidiaries
OneMain Acquisition
 
Acquisition of OneMain from CitiFinancial Credit Company, effective November 1, 2015
Other Securities
 
securities for which the fair value option was elected and equity securities. Other Securities recognize unrealized gains and losses in investment revenues
Other SFC Notes
 
collectively, SFC’s 8.25% Senior Notes due 2023, 7.75% Senior Notes due 2021, and 6.00% Senior Notes due 2020, on a senior unsecured basis, and the Junior Subordinated Debenture, on a junior subordinated basis, issued by SFC and guaranteed by OMH
Recovery ratio
 
annualized recoveries on net charge-offs as a percentage of average net receivables
Retail sales finance
 
collectively, retail sales contracts and revolving retail accounts
RMBS
 
residential mortgage-backed securities
RSAs
 
restricted stock awards
RSUs
 
restricted stock units
SEC
 
U.S. Securities and Exchange Commission
Securities Act
 
Securities Act of 1933, as amended
Segment Accounting Basis
 
a basis used to report the operating results of our segments, which reflects our allocation methodologies for certain costs and excludes the impact of applying purchase accounting
Settlement Agreement
 
a Settlement Agreement with the U.S. Department of Justice entered into by OMH and certain of its subsidiaries on November 13, 2015, in connection with the OneMain Acquisition
SFC
 
Springleaf Finance Corporation
SFC Base Indenture
 
Indenture dated as of December 3, 2014
SFC First Supplemental Indenture
 
First Supplemental Indenture dated as of December 3, 2014, to the SFC Base Indenture
SFC Fourth Supplemental Indenture
 
Fourth Supplemental Indenture dated as of December 8, 2017, to the SFC Base Indenture
SFC Fifth Supplemental Indenture
 
Fifth Supplemental Indenture dated as of March 12, 2018, to the SFC Base Indenture
SFC Guaranty Agreements
 
agreements entered into on December 30, 2013 by OMH whereby it agreed to fully and unconditionally guarantee the payments of principal, premium (if any) and interest on the Other SFC Notes

4




Term or Abbreviation
 
Definition
 
 
 
SFC Notes
 
collectively, the issued and outstanding senior unsecured notes issued pursuant to the SFC Senior Notes Indentures
SFC Second Supplemental Indenture
 
Second Supplemental Indenture dated as of April 11, 2016, to the SFC Base Indenture
SFC Senior Notes Indentures

 
the SFC Base Indenture as supplemented by the SFC First Supplemental Indenture, the SFC Second Supplemental Indenture, the SFC Third Supplemental Indenture, the SFC Fourth Supplemental Indenture, the SFC Fifth Supplemental Indenture and the SFC Sixth Supplemental Indenture
SFC Sixth Supplemental Indenture
 
Sixth Supplemental Indenture dated as of May 11, 2018, to the SFC Base Indenture
SFC Third Supplemental Indenture
 
Third Supplemental Indenture dated as of May 15, 2017, to the SFC Base Indenture
SFC Trust Guaranty Agreement
 
agreement entered into on December 30, 2013 by OMH whereby it agreed to fully and unconditionally guarantee the related payment obligations under the trust preferred securities in connection with the Junior Subordinated Debenture
SFH
 
Springleaf Financial Holdings LLC, an entity owned primarily by a private equity fund managed by an affiliate of Fortress that sold 54,937,500 shares of OMH’s common stock to the Apollo-Värde Group in the Apollo-Värde Transaction
SFI
 
Springleaf Finance, Inc.
Share Purchase Agreement
 
Share Purchase Agreement entered into on January 3, 2018, among the Apollo-Värde Group, SFH and the Company to acquire from SFH 54,937,500 shares of our common stock that was issued and outstanding as of such date, representing the entire holdings of our stock beneficially owned by Fortress
SLFT
 
Springleaf Funding Trust
SpringCastle Interests Sale
 
the March 31, 2016 sale by SpringCastle Holdings, LLC and Springleaf Acquisition Corporation of the equity interest in the SpringCastle Joint Venture
SpringCastle Joint Venture
 
joint venture among SpringCastle America, LLC, SpringCastle Credit, LLC, SpringCastle Finance, LLC, and SpringCastle Acquisition LLC in which SpringCastle Holdings, LLC previously owned a 47% equity interest in each of SpringCastle America, LLC, SpringCastle Credit, LLC and SpringCastle Finance, LLC and Springleaf Acquisition Corporation previously owned a 47% equity interest in SpringCastle Acquisition LLC
SpringCastle Portfolio
 
loans acquired through the SpringCastle Joint Venture
Springleaf
 
OMH and its subsidiaries (other than OneMain)
Tangible equity
 
total equity less accumulated other comprehensive income or loss
Tangible managed assets
 
total assets less goodwill and other intangible assets
Tax Act
 
Public Law 115-97 amending the Internal Revenue Code of 1986
TDR finance receivables
 
troubled debt restructured finance receivables
Texas DOI
 
Texas Department of Insurance
Triton
 
Triton Insurance Company, an insurance subsidiary of OMFH
Trust preferred securities
 
capital securities classified as debt for accounting purposes but due to their terms are afforded, at least in part, equity capital treatment in the calculation of effective leverage by rating agencies
Unearned finance charges
 
the amount of interest that is capitalized at time of origination on a precompute loan that will be earned over the remaining contractual life of the loan
UPB
 
unpaid principal balance for interest bearing accounts and the gross remaining contractual payments less the unaccreted balance of unearned finance charges for precompute accounts
Värde
 
Värde Partners, Inc.
VIEs
 
variable interest entities
Weighted average interest rate
 
annualized interest expense as a percentage of average debt
Yield
 
annualized finance charges as a percentage of average net receivables
Yosemite
 
Yosemite Insurance Company, an insurance subsidiary of SFC

5




PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.    

ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)

(dollars in millions, except par value amount)
 
June 30,
2018
 
December 31,
2017
 
 
 
 
 
Assets
 
 

 
 

Cash and cash equivalents
 
$
556

 
$
987

Investment securities
 
1,720

 
1,697

Net finance receivables:
 
 

 
 

Personal loans (includes loans of consolidated VIEs of $9.1 billion in 2018 and $9.8 billion in 2017)
 
15,384

 
14,823

Other receivables
 
124

 
134

Net finance receivables
 
15,508

 
14,957

Unearned insurance premium and claim reserves
 
(611
)
 
(590
)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $459 million in 2018 and $465 million in 2017)
 
(702
)
 
(697
)
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses
 
14,195

 
13,670

Finance receivables held for sale
 
123

 
132

Restricted cash and restricted cash equivalents (includes restricted cash and restricted cash equivalents of consolidated VIEs of $569 million in 2018 and $482 million in 2017)
 
587

 
498

Goodwill
 
1,422

 
1,422

Other intangible assets
 
409

 
440

Other assets
 
628

 
587

 
 
 
 
 
Total assets
 
$
19,640

 
$
19,433

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 

 
 

Long-term debt (includes debt of consolidated VIEs of $8.1 billion in 2018 and $8.7 billion in 2017)
 
$
15,054

 
$
15,050

Insurance claims and policyholder liabilities
 
690

 
737

Deferred and accrued taxes
 
3

 
45

Other liabilities (includes other liabilities of consolidated VIEs of $14 million in 2018 and 2017)
 
404

 
323

Total liabilities
 
16,151

 
16,155

Commitments and contingent liabilities (Note 14)
 


 

 
 
 
 
 
Shareholders’ equity:
 
 

 
 

Common stock, par value $.01 per share; 2,000,000,000 shares authorized, 135,780,755 and 135,349,638 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
 
1

 
1

Additional paid-in capital
 
1,674

 
1,560

Accumulated other comprehensive income (loss)
 
(21
)
 
11

Retained earnings
 
1,835

 
1,706

Total shareholders’ equity
 
3,489

 
3,278

 
 
 
 
 
Total liabilities and shareholders’ equity
 
$
19,640

 
$
19,433


See Notes to Condensed Consolidated Financial Statements (Unaudited).

6




ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(dollars in millions, except per share amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 

 
 
 

Interest income:
 
 
 
 
 
 
 
 
Finance charges
 
$
902

 
$
768

 
$
1,761

 
$
1,524

Finance receivables held for sale originated as held for investment
 
3

 
4

 
6

 
7

Total interest income
 
905

 
772

 
1,767

 
1,531

 
 
 
 
 
 
 
 
 
Interest expense
 
220

 
203

 
420

 
405

 
 
 
 
 
 
 
 
 
Net interest income
 
685

 
569

 
1,347

 
1,126

 
 
 
 
 
 
 
 
 
Provision for finance receivable losses
 
260

 
236

 
514

 
481

 
 
 
 
 
 
 
 
 
Net interest income after provision for finance receivable losses
 
425

 
333

 
833

 
645

 
 
 
 
 
 
 
 
 
Other revenues:
 
 

 
 

 
 

 
 

Insurance
 
107

 
104

 
212

 
207

Investment
 
19

 
20

 
32

 
39

Net loss on repurchases and repayments of debt
 
(7
)
 
(27
)
 
(8
)
 
(28
)
Other
 
21

 
24

 
41

 
44

Total other revenues
 
140

 
121

 
277

 
262

 
 
 
 
 
 
 
 
 
Other expenses:
 
 

 
 

 
 

 
 

Operating expenses:
 
 

 
 

 
 

 
 

Salaries and benefits
 
306

 
191

 
500

 
377

Acquisition-related transaction and integration expenses
 
28

 
14

 
39

 
37

Other operating expenses
 
137

 
137

 
264

 
279

Insurance policy benefits and claims
 
51

 
46

 
96

 
91

Total other expenses
 
522

 
388

 
899

 
784

 
 
 
 
 
 
 
 
 
Income before income taxes
 
43

 
66

 
211

 
123

 
 
 
 
 
 
 
 
 
Income taxes
 
36

 
24

 
80

 
48

 
 
 
 
 
 
 
 
 
Net income
 
$
7

 
$
42

 
$
131

 
$
75

 
 
 
 
 
 
 
 
 
Share Data:
 
 

 
 

 
 

 
 

Weighted average number of shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
135,678,914

 
135,249,610

 
135,637,825

 
135,234,143

Diluted
 
135,969,045

 
135,513,427

 
135,933,399

 
135,543,342

Earnings per share:
 
 

 
 

 
 

 
 

Basic
 
$
0.05

 
$
0.31

 
$
0.96

 
$
0.55

Diluted
 
$
0.05

 
$
0.30

 
$
0.96

 
$
0.55


See Notes to Condensed Consolidated Financial Statements (Unaudited).

7




ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net income
 
$
7

 
$
42

 
$
131

 
$
75

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 

 
 

 
 

 
 

Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities
 
(13
)
 
10

 
(37
)
 
20

Foreign currency translation adjustments
 
(2
)
 
4

 
(5
)
 
4

Income tax effect:
 
 

 
 

 
 

 
 

Net unrealized gains (losses) on non-credit impaired available-for-sale securities
 
3

 
(4
)
 
7

 
(7
)
Retirement plan liability adjustments
 
2

 

 
2

 

Foreign currency translation adjustments
 
(1
)
 
(2
)
 
(1
)
 
(2
)
Other comprehensive income (loss), net of tax, before reclassification adjustments
 
(11
)
 
8

 
(34
)
 
15

Reclassification adjustments included in net income:
 
 

 
 

 
 

 
 

Net realized gains on available-for-sale securities
 

 
(4
)
 

 
(8
)
Income tax effect:
 
 

 
 

 
 

 
 

Net realized gains on available-for-sale securities
 

 
1

 

 
2

Reclassification adjustments included in net income, net of tax
 

 
(3
)
 

 
(6
)
Other comprehensive income (loss), net of tax
 
(11
)
 
5

 
(34
)
 
9

 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
 
$
(4
)
 
$
47

 
$
97

 
$
84


See Notes to Condensed Consolidated Financial Statements (Unaudited).


8




ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(dollars in millions)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other Comprehensive
Income (Loss)
 
Retained
Earnings
 
Total
Shareholders’
Equity
Balance, January 1, 2018
 
$
1

 
$
1,560

 
$
11

 
$
1,706

 
$
3,278

Non-cash incentive compensation from SFH
 

 
110

 

 

 
110

Share-based compensation expense, net of forfeitures
 

 
13

 

 

 
13

Withholding tax on share-based compensation
 

 
(9
)
 

 

 
(9
)
Other comprehensive income (loss)
 

 

 
(34
)
 

 
(34
)
Impact of AOCI reclassification due to the Tax Act
 

 

 
2

 
(2
)
 

Net income
 

 

 

 
131

 
131

Balance, June 30, 2018
 
$
1

 
$
1,674

 
$
(21
)
 
$
1,835

 
$
3,489

 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2017
 
$
1

 
$
1,548

 
$
(6
)
 
$
1,523

 
$
3,066

Share-based compensation expense, net of forfeitures
 

 
9

 

 

 
9

Withholding tax on share-based compensation
 

 
(5
)
 

 

 
(5
)
Other comprehensive income
 

 

 
9

 

 
9

Net income
 

 

 

 
75

 
75

Balance, June 30, 2017
 
$
1

 
$
1,552

 
$
3

 
$
1,598

 
$
3,154


See Notes to Condensed Consolidated Financial Statements (Unaudited).


9




ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(dollars in millions)
 
Six Months Ended June 30,
 
2018
 
2017
 
 
 
 
 
Cash flows from operating activities
 
 

 
 

Net income
 
$
131

 
$
75

Reconciling adjustments:
 
 

 
 

Provision for finance receivable losses
 
514

 
481

Depreciation and amortization
 
131

 
182

Deferred income tax charge (benefit)
 
7

 
(11
)
Net loss on repurchases and repayments of debt
 
8

 
28

Non-cash incentive compensation from SFH
 
110

 

Share-based compensation expense, net of forfeitures
 
13

 
9

Other
 
8

 

Cash flows due to changes in other assets and other liabilities
 
22

 
(24
)
Net cash provided by operating activities
 
944

 
740

 
 
 
 
 
Cash flows from investing activities
 
 

 
 

Net principal originations of finance receivables held for investment and held for sale
 
(1,116
)
 
(884
)
Available-for-sale securities purchased
 
(394
)
 
(351
)
Available-for-sale securities called, sold, and matured
 
280

 
382

Trading and other securities called, sold, and matured
 
20

 
6

Other, net
 
(30
)
 
(7
)
Net cash used for investing activities
 
(1,240
)
 
(854
)
 
 
 
 
 
Cash flows from financing activities
 
 

 
 

Proceeds from issuance of long-term debt, net of commissions
 
3,739

 
2,633

Repayment of long-term debt
 
(3,776
)
 
(2,254
)
Withholding tax on share-based compensation
 
(9
)
 
(5
)
Net cash provided by (used for) financing activities
 
(46
)
 
374

 
 
 
 
 
Net change in cash and cash equivalents and restricted cash and restricted cash equivalents
 
(342
)
 
260

Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period
 
1,485

 
1,147

Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period
 
$
1,143

 
$
1,407

 
 
 
 
 
Supplemental cash flow information
 
 
 
 
Cash and cash equivalents
 
$
556

 
$
862

Restricted cash and restricted cash equivalents
 
587

 
545

Total cash and cash equivalents and restricted cash and restricted cash equivalents
 
$
1,143

 
$
1,407

 
 
 
 
 
Supplemental non-cash activities
 
 
 
 
Transfer of finance receivables to real estate owned
 
$
3

 
$
5

Net unsettled investment security purchases
 
(1
)
 
(3
)
 

Restricted cash and restricted cash equivalents primarily represent funds required to be used for future debt payments relating to our securitization transactions and escrow deposits.

See Notes to Condensed Consolidated Financial Statements (Unaudited).


10




ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2018

1. Business and Basis of Presentation    

OneMain Holdings, Inc. is referred to in this report as “OMH” or, collectively with its subsidiaries, whether directly or indirectly owned, the “Company,” “we,” “us,” or “our.” OMH is a Delaware corporation. At December 31, 2017, prior to the transactions described below, Springleaf Financial Holdings LLC (“SFH”), owned approximately 44% of OMH’s common stock. SFH was owned primarily by a private equity fund managed by an affiliate of Fortress.

On January 3, 2018, the Apollo-Värde Group entered into a Share Purchase Agreement with SFH and the Company to acquire from SFH 54,937,500 shares of OMH common stock, par value $0.01 per share, at a purchase price per share of $26.00, representing the entire holdings of our stock beneficially owned by Fortress. This transaction closed on June 25, 2018 for an aggregate purchase price of approximately $1.4 billion in cash.

The Share Purchase Agreement was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 4, 2018. Upon closing of the Apollo-Värde Transaction, we entered into an Amended and Restated Stockholders’ Agreement, the terms of which are described in our Current Report on Form 8-K, filed with the SEC on June 25, 2018. As disclosed in Note 21 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K, certain executives of the Company had previously been granted incentive units that only provide benefits (in the form of distributions) if SFH makes distributions to one or more of its common members that exceed specified amounts. In connection with the Apollo-Värde Transaction, certain executive officers who are holders of SFH incentive units received a distribution of approximately $106 million in the aggregate from SFH as a result of their ownership interests in SFH. Although the distribution was not made by the Company or its subsidiaries, in accordance with ASC Topic 710, Compensation-General, we recorded non-cash incentive compensation expense of approximately $106 million, with an equal and offsetting increase to additional paid-in-capital. The impact to the Company was non-cash, equity neutral and not tax deductible.

On February 21, 2018, OMH entered into an underwriting agreement among OMH, SFH and Morgan Stanley & Co. LLC as underwriter in connection with the sale by SFH of 4,179,678 shares of its common stock. These shares were beneficially owned by AIG Capital Corporation (“AIG”), a subsidiary of American International Group, Inc., and represented the entire holdings of our stock beneficially owned by AIG. In connection with this sale of our common stock by SFH, certain executive officers who are holders of SFH incentive units, as described above, received a distribution of approximately $4 million in the first quarter of 2018. Consistent with the accounting for distribution from the Apollo-Värde Transaction described above, the Company recognized non-cash incentive compensation expense of approximately $4 million, with an equal and offsetting increase to additional paid-in-capital. Again, the impact to the Company was non-cash, equity neutral and not tax deductible.

At June 30, 2018, the Apollo-Värde Group owned approximately 40.5% of OMH’s common stock.

OMH is a financial services holding company whose principal subsidiary is SFI. SFI’s principal subsidiary is SFC. On June 22, 2018, SFI entered into a contribution agreement with OMH, whereby OMH contributed all of the common interests of Independence to SFI. Immediately thereafter, SFI entered into a separate contribution agreement with SFC, pursuant to which SFI contributed all of the common interests of Independence to SFC. As a result of the contribution from SFI to SFC, Independence became a wholly owned direct subsidiary of SFC on June 22, 2018. Independence, through its wholly owned subsidiary OMFH and OMFH’s subsidiaries, and SFC engage in the consumer finance and insurance businesses.

BASIS OF PRESENTATION

We prepared our condensed consolidated financial statements using GAAP. These statements are unaudited. The year-end condensed balance sheet data was derived from our audited financial statements but does not include all disclosures required by GAAP. The statements include the accounts of OMH, its subsidiaries (all of which are wholly owned), and VIEs in which we hold a controlling financial interest and for which we are considered to be the primary beneficiary as of the financial statement date.


11




We eliminated all material intercompany accounts and transactions. We made judgments, estimates, and assumptions that affect amounts reported in our condensed consolidated financial statements and disclosures of contingent assets and liabilities. In management’s opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of results. Ultimate results could differ from our estimates. We evaluated the effects of and the need to disclose events that occurred subsequent to the balance sheet date. To conform to the 2018 presentation, we have reclassified certain items in prior periods of our condensed consolidated financial statements.

The condensed consolidated financial statements in this report should be read in conjunction with the consolidated financial statements and related notes included in our 2017 Annual Report on Form 10-K. We follow the same significant accounting policies for our interim reporting, except for the new accounting pronouncements subsequently adopted and disclosed in Note 2 below.

2. Recent Accounting Pronouncements    

ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED

Revenue Recognition

In May of 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides a consistent revenue accounting model across industries. Management has reviewed this update and other ASUs that were subsequently issued to further clarify the implementation guidance outlined in ASU 2014-09. The Company’s implementation efforts included the identification of revenue streams that are within the scope of the new guidance and the review of related contracts with customers to determine their effect on certain non-interest income items presented in our consolidated statements of operations and the additional presentation disclosures required. We concluded that substantially all of the Company’s revenues are generated from activities that are outside the scope of this ASU. We adopted the amendments of this ASU as of January 1, 2018 and concluded they do not have a material impact on our consolidated financial statements.

Financial Instruments

In January of 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which simplifies the impairment assessment of equity investments. The update requires equity investments to be measured at fair value with changes recognized in net income. This ASU eliminates the requirement to disclose the methods and assumptions to estimate fair value for financial instruments, requires the use of the exit price for disclosure purposes, requires the change in liability due to a change in credit risk to be presented in other comprehensive income for financial liabilities measured under the fair value option, requires separate presentation of financial assets and liabilities by measurement category and form of asset (securities and loans), and clarifies the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. In February of 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall, which made technical corrections and improvements to the codification, specifically related to ASU 2016-01. The Company has adopted these ASUs as of January 1, 2018 using a cumulative-effect adjustment to the balance sheet. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) shall be applied prospectively to equity investments that exist as of the date of adoption of this update. We adopted all other amendments of these ASUs as of January 1, 2018 and presented this change on a retrospective basis for all periods presented. We concluded that these ASUs do not have a material impact on our consolidated financial statements.

In March of 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs, which amends the amortization period for certain purchased callable debt securities held at a premium. This ASU shortens the amortization period for the premium from the adjustment of yield over the contractual life of the instrument to the earliest call date. The amendments in this ASU become effective for the Company for fiscal years beginning January 1, 2019. As the Company’s existing accounting policy was in accordance with the amendments of this ASU, we elected to early adopt as of January 1, 2018 and concluded that it does not have a material impact on our consolidated financial statements.

Statement of Cash Flows

In August of 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted the amendments of this ASU as of January 1, 2018 and concluded that they do not have a material impact on our consolidated financial statements.


12




Income Taxes

In October of 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted the amendments of this ASU as of January 1, 2018 and concluded that they do not have a material impact on our consolidated financial statements.

In February of 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income: Reclassifications of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits the reclassification of stranded tax effects within accumulated other comprehensive income to retained earnings from the passage of the Tax Act. This update requires additional disclosures describing the nature of the stranded tax effects. The amendments within this ASU become effective for the Company for fiscal years beginning after January 1, 2019, with early adoption permitted. We elected to early adopt as of April 1, 2018 and reclassified $2 million of stranded tax effects resulting in a decrease to retained earnings and an increase to accumulated other comprehensive income.

Compensation and Benefits

In March of 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, to improve the presentation of the net periodic pension cost and net periodic postretirement benefit costs. It requires that a company present the service cost component separately from other components of net benefit cost on the income statement. We adopted the amendments of this ASU as of January 1, 2018 and concluded that they do not have a material impact on our consolidated financial statements.

In May of 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award requires an entity to apply modification accounting. We adopted the amendments of this ASU as of January 1, 2018 and concluded that they do not have a material impact on our consolidated financial statements.

Goodwill Impairment

In January of 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by eliminating Step 2 of the impairment testing process. The amendments in this ASU will become effective for the Company for fiscal years beginning January 1, 2020. We elected to early adopt as of January 1, 2018 and concluded that it does not have a material impact on our consolidated financial statements.

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

Leases

In February of 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a liability for the obligation to make payments on leases with terms greater than 12 months and to disclose information related to the amount, timing and uncertainty of cash flows arising from leases, including various qualitative and quantitative requirements. Management has reviewed this update and other ASUs that were subsequently issued to further clarify the implementation guidance outlined in ASU 2016-02.

The amendments in this ASU become effective for the Company for fiscal years beginning January 1, 2019. The Company’s cross-functional implementation team continues to make progress in line with the established project plan to ensure we comply with all updates from this ASU at the time of adoption. We are currently in the process of implementing a new leasing system that will allow us to better account for the leases in accordance with the new guidance. We are assessing new system updates to ensure both qualitative and quantitative data requirements will be met at the time of adoption. The Company’s leases primarily consist of leased office space, automobiles and information technology equipment. At December 31, 2017, the Company had approximately $180 million of minimum lease commitments from these operating leases (refer to Note 19 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K). The adoption of this ASU will result in an increase in our reported assets and liabilities on the consolidated balance sheets due to the recognition of the right-of-use asset and lease liability, and we are in the process of quantifying the expected impact.





13




Allowance for Finance Receivables Losses

In June of 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, which significantly changes the way that entities will be required to measure credit losses. The new standard requires that the estimated credit loss be based upon an “expected credit loss” approach rather than the “incurred loss” approach currently required. The new approach will require entities to measure all expected credit losses for financial assets based on historical experience, current conditions, and reasonable forecasts of collectability. It is anticipated that the expected credit loss model will require earlier recognition of credit losses than the incurred loss approach. Therefore, we would expect changes in the allowance for finance receivable losses will be driven primarily by the nature and growth of the Company’s loan portfolio and the economic environment at that time.

The ASU requires that credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination that are measured at amortized cost basis be determined in a similar manner to other financial assets measured at amortized cost basis; however, the initial allowance for credit losses is added to the purchase price of the financial asset rather than being reported as a credit loss expense. Subsequent changes in the allowance for credit losses are recorded in earnings. Interest income should be recognized based on the effective rate, excluding the discount embedded in the purchase price attributable to expected credit losses at acquisition.

The ASU also requires companies to record allowances for held-to-maturity and available-for-sale debt securities rather than write-downs of such assets.

In addition, the ASU requires qualitative and quantitative disclosures that provide information about the allowance and the significant factors that influenced management’s estimate of the allowance.

The ASU will become effective for the Company for fiscal years beginning January 1, 2020. Early adoption is permitted for fiscal years beginning January 1, 2019. The Company’s cross-functional implementation team continues to make progress in line with the established project plan to ensure we comply with all updates from this ASU at the time of adoption. We continue to refine the development of an acceptable model to estimate the expected credit losses. After the model has been reviewed and validated in accordance with our governance policies, the Company will provide further disclosure regarding the estimated impact on our allowance for finance receivables losses. In addition to the development of the model, we are assessing the additional disclosure requirements from this update and the impact the adoption may have on any available-for-sale securities held by the Company. We believe the adoption of this ASU will have a material effect on our consolidated financial statements through an increase to the allowance for finance receivable losses and a corresponding one-time cumulative effect reduction to retained earnings in the consolidated balance sheet as of the beginning of the year of adoption. We are in the process of quantifying the expected impacts.

We do not believe that any other accounting pronouncements issued during the six months ended June 30, 2018, but not yet effective, would have a material impact on our consolidated financial statements or disclosures, if adopted.

3. Finance Receivables    

Our finance receivable types include personal loans and other receivables as defined below:

Personal loans — are secured by consumer goods, automobiles, or other personal property or are unsecured, typically non-revolving with a fixed-rate and a fixed, original term of three to six years.

Other receivables — consist of our loan portfolios in a liquidating status. We ceased originating real estate loans in 2012 and purchasing retail sales contracts and revolving retail accounts in 2013. We continue to service or sub-service the liquidating real estate loans and retail sales contracts and will provide revolving retail sales financing services on our revolving retail accounts.

Beginning in 2018, we combined real estate and retail sales finance loans into “Other Receivables.” Previously, we presented real estate and retail sales finance loans as distinct receivable types. In order to conform to this new alignment, we have revised our prior period finance receivable disclosures.


14




Components of net finance receivables held for investment by type were as follows:
(dollars in millions)
 
Personal
Loans
 
Other Receivables
 
Total
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

Gross receivables (a)(b)
 
$
15,216

 
$
123

 
$
15,339

Unearned points and fees
 
(176
)
 

 
(176
)
Accrued finance charges
 
219

 
1

 
220

Deferred origination costs
 
125

 

 
125

Total
 
$
15,384

 
$
124

 
$
15,508

 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

Gross receivables (a)(b)
 
$
14,664

 
$
133

 
$
14,797

Unearned points and fees
 
(168
)
 

 
(168
)
Accrued finance charges
 
210

 
1

 
211

Deferred origination costs
 
117

 

 
117

Total
 
$
14,823

 
$
134

 
$
14,957

                                      
(a)
Gross receivables are defined as follows:

Finance receivables purchased as a performing receivable — gross finance receivables equal the UPB and the remaining unearned discount, net of premium established at the time of purchase to reflect the finance receivable balance at its initial fair value;

Finance receivables originated subsequent to the OneMain Acquisition and the Fortress Acquisition — gross finance receivables equal the UPB;

Purchased credit impaired finance receivables — gross finance receivables equal the remaining estimated cash flows less the current balance of accretable yield on the purchased credit impaired accounts; and

TDR finance receivables — gross finance receivables equal the UPB and, if applicable, the remaining unearned premium, net of discount established at the time of purchase if previously purchased as a performing receivable.

(b)
As of January 1, 2018, we have reclassified unearned finance charges to gross receivables. To conform to this presentation, we have reclassified the prior period.

At June 30, 2018 and December 31, 2017, unused lines of credit extended to customers by the Company were immaterial.

CREDIT QUALITY INDICATOR

We consider the value and concentration of secured loans and the delinquency status of our finance receivables as our primary credit quality indicators. At June 30, 2018 and December 31, 2017, 44% and 43% of our personal loans were secured by titled collateral, respectively. We monitor delinquency trends to manage our exposure to credit risk. When finance receivables are 60 days contractually past due, we consider these accounts to be at an increased risk for loss and we transfer collection of these accounts to our centralized operations. At 90 days or more contractually past due, we consider our finance receivables to be nonperforming.


15




The following is a summary of net finance receivables held for investment by type and by number of days delinquent:
(dollars in millions)
 
Personal
Loans
 
Other Receivables
 
Total
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

Performing
 
 
 
 
 
 
Current
 
$
14,766

 
$
95

 
$
14,861

30-59 days past due
 
193

 
9

 
202

60-89 days past due
 
133

 
3

 
136

Total performing
 
15,092

 
107

 
15,199

Nonperforming
 
 
 
 
 
 
90-179 days past due
 
284

 
4

 
288

180 days or more past due
 
8

 
13

 
21

Total nonperforming
 
292

 
17

 
309

Total
 
$
15,384

 
$
124

 
$
15,508

 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

Performing
 
 
 
 
 
 
Current
 
$
14,124

 
$
104

 
$
14,228

30-59 days past due
 
204

 
8

 
212

60-89 days past due
 
157

 
3

 
160

Total performing
 
14,485

 
115

 
14,600

Nonperforming
 
 
 
 
 
 
90-179 days past due
 
332

 
4

 
336

180 days or more past due
 
6

 
15

 
21

Total nonperforming
 
338

 
19

 
357

Total
 
$
14,823

 
$
134

 
$
14,957


PURCHASED CREDIT IMPAIRED FINANCE RECEIVABLES

Our purchased credit impaired finance receivables consist of receivables purchased in connection with the OneMain Acquisition and the Fortress Acquisition.

We report the carrying amount (which initially was the fair value) of our purchased credit impaired finance receivables in net finance receivables, less allowance for finance receivable losses or in finance receivables held for sale as discussed below.

At June 30, 2018 and December 31, 2017, finance receivables held for sale totaled $123 million and $132 million, respectively, which include purchased credit impaired finance receivables, as well as TDR finance receivables. Therefore, we are presenting the financial information for our purchased credit impaired finance receivables and TDR finance receivables combined for finance receivables held for investment and finance receivables held for sale in the tables below. See Note 5 for further information on our finance receivables held for sale.


16




Information regarding our purchased credit impaired finance receivables held for investment and held for sale were as follows:
(dollars in millions)
 
June 30, 2018
 
December 31, 2017
 
 
 
 
 
OM Loans
 
 
 
 
Carrying amount, net of allowance
 
$
127

 
$
176

Outstanding balance (a)
 
180

 
243

Allowance for purchased credit impaired finance receivable losses
 

 
6

 
 
 
 
 
FA Loans (b)
 
 
 
 
Carrying amount, net of allowance
 
$
53

 
$
57

Outstanding balance (a)
 
90

 
94

Allowance for purchased credit impaired finance receivable losses
 
9

 
9

                                      
(a)
Outstanding balance is defined as UPB of the loans with a net carrying amount.

(b)
Purchased credit impaired FA Loans held for sale included in the table above were as follows:
(dollars in millions)
 
June 30, 2018
 
December 31, 2017
 
 
 
 
 
Carrying amount
 
$
41

 
$
44

Outstanding balance
 
68

 
72


The allowance for purchased credit impaired finance receivable losses reflects the carrying value of the purchased credit impaired loans held for investment being higher than the present value of the expected cash flows.

Changes in accretable yield for purchased credit impaired finance receivables held for investment and held for sale were as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in millions)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
OM Loans
 
 
 
 

 
 
 
 
Balance at beginning of period
 
$
49

 
$
48

 
$
47

 
$
59

Accretion
 
(8
)
 
(9
)
 
(14
)
 
(20
)
Reclassifications from (to) nonaccretable difference *
 
11

 
10

 
19

 
10

Balance at end of period
 
$
52

 
$
49

 
$
52

 
$
49

 
 
 
 
 
 
 
 
 
FA Loans
 
 
 
 

 
 
 
 
Balance at beginning of period
 
$
52

 
$
59

 
$
53

 
$
60

Accretion
 
(1
)
 
(2
)
 
(2
)
 
(3
)
Reclassifications from (to) nonaccretable difference *
 

 
(2
)
 

 
(2
)
Balance at end of period
 
$
51

 
$
55

 
$
51

 
$
55

                                      
*
Reclassifications from (to) nonaccretable difference represents the increases (decreases) in accretable yield resulting from higher (lower)
estimated undiscounted cash flows.

17




TDR FINANCE RECEIVABLES

Information regarding TDR finance receivables held for investment and held for sale were as follows:
(dollars in millions)
 
Personal
Loans
 
Other Receivables (a)
 
Total
 
 
 
 
 

 
 
June 30, 2018
 
 
 
 

 
 
TDR gross finance receivables (b)
 
$
377

 
$
136

 
$
513

TDR net finance receivables
 
380

 
136

 
516

Allowance for TDR finance receivable losses
 
158

 
12

 
170

 
 
 
 
 

 
 
December 31, 2017
 
 
 
 

 
 
TDR gross finance receivables (b)
 
$
318

 
$
139

 
$
457

TDR net finance receivables
 
318

 
140

 
458

Allowance for TDR finance receivable losses
 
135

 
12

 
147

                                      
(a)
Other Receivables held for sale included in the table above were as follows:
(dollars in millions)
 
June 30,
2018
 
December 31, 2017
 
 
 
 
 

TDR gross finance receivables
 
$
87

 
$
90

TDR net finance receivables
 
87

 
91


(b)
As defined earlier in this Note.

As of June 30, 2018, we had no commitments to lend additional funds on our TDR finance receivables.

TDR average net receivables held for investment and held for sale and finance charges recognized on TDR finance receivables held for investment and held for sale were as follows:
(dollars in millions)
 
Personal
Loans
 
Other Receivables *
 
Total
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 

 
 

 
 

TDR average net receivables
 
$
367

 
$
137

 
$
504

TDR finance charges recognized
 
11

 
2

 
13

 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 
 
 
 
 
TDR average net receivables
 
$
197

 
$
140

 
$
337

TDR finance charges recognized
 
9

 
2

 
11

 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
TDR average net receivables
 
$
352

 
$
138

 
$
490

TDR finance charges recognized
 
22

 
4

 
26

 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
TDR average net receivables
 
$
175

 
$
138

 
$
313

TDR finance charges recognized
 
15

 
4

 
19


18




                                          
* Other Receivables held for sale included in the table above were as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in millions)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
TDR average net receivables
 
$
88

 
$
91

 
$
89

 
$
90

TDR finance charges recognized
 
2

 
2

 
3

 
3


Information regarding the new volume of the TDR finance receivables held for investment and held for sale were as follows:
(dollars in millions)
 
Personal
Loans
 
Other Receivables (a)
 
Total
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 

 
 

 
 

Pre-modification TDR net finance receivables
 
$
84

 
$

 
$
84

Post-modification TDR net finance receivables:
 
 
 
 
 
 
Rate reduction
 
$
63

 
$

 
$
63

Other (b)
 
21

 

 
21

Total post-modification TDR net finance receivables
 
$
84

 
$

 
$
84

Number of TDR accounts
 
12,778

 
15

 
12,793

 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 
 
 
 
 
Pre-modification TDR net finance receivables
 
$
115

 
$
10

 
$
125

Post-modification TDR net finance receivables:
 
 
 
 
 
 
Rate reduction
 
$
79

 
$
10

 
$
89

Other (b)
 
35

 

 
35

Total post-modification TDR net finance receivables
 
$
114

 
$
10

 
$
124

Number of TDR accounts
 
14,583

 
350

 
14,933

 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
Pre-modification TDR net finance receivables
 
$
179

 
$
2

 
$
181

Post-modification TDR net finance receivables:
 
 
 
 
 
 
Rate reduction
 
$
132

 
$
2

 
$
134

Other (b)
 
47

 

 
47

Total post-modification TDR net finance receivables
 
$
179

 
$
2

 
$
181

Number of TDR accounts
 
27,508

 
44

 
27,552

 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
Pre-modification TDR net finance receivables
 
$
159

 
$
13

 
$
172

Post-modification TDR net finance receivables:
 
 
 
 
 


Rate reduction
 
$
118

 
$
13

 
$
131

Other (b)
 
39

 

 
39

Total post-modification TDR net finance receivables
 
$
157

 
$
13

 
$
170

Number of TDR accounts
 
21,021

 
414

 
21,435

                                      
(a)
Other Receivables held for sale included in the table above were immaterial.

(b)
“Other” modifications primarily include potential principal and interest forgiveness contingent on future payment performance by the borrower under the modified terms.


19




Personal loans held for investment that were modified as TDR personal loans within the previous 12 months and for which there was a default during the period to cause the TDR personal loans to be considered nonperforming (90 days or more past due) were as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(dollars in millions)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 

 
 
 
 
TDR net finance receivables *
 
$
18

 
$
30

 
$
35

 
$
42

Number of TDR accounts
 
2,622

 
4,805

 
5,341

 
6,598

                                      
*
Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.

TDR other receivables for the three and six months ended June 30, 2018 and 2017 that defaulted during the previous 12-month period were immaterial.

4. Allowance for Finance Receivable Losses    

Changes in the allowance for finance receivable losses by finance receivable type were as follows:
(dollars in millions)
 
Personal
Loans
 
Other
Receivables
 
Total
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 

 
 

 
 

Balance at beginning of period
 
$
665

 
$
24

 
$
689

Provision for finance receivable losses
 
261

 
(1
)
 
260

Charge-offs
 
(278
)
 

 
(278
)
Recoveries
 
30

 
1

 
31

Balance at end of period
 
$
678

 
$
24

 
$
702

 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 

 
 

 
 

Balance at beginning of period
 
$
646

 
$
20

 
$
666

Provision for finance receivable losses
 
235

 
1

 
236

Charge-offs
 
(253
)
 
(2
)
 
(255
)
Recoveries
 
28

 
1

 
29

Balance at end of period
 
$
656

 
$
20

 
$
676

 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 

 
 

 
 

Balance at beginning of period
 
$
673

 
$
24

 
$
697

Provision for finance receivable losses
 
515

 
(1
)
 
514

Charge-offs
 
(567
)
 
(1
)
 
(568
)
Recoveries
 
57

 
2

 
59

Balance at end of period
 
$
678

 
$
24

 
$
702

 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 

 
 

 
 

Balance at beginning of period
 
$
669

 
$
20

 
$
689

Provision for finance receivable losses
 
479

 
2

 
481

Charge-offs
 
(549
)
 
(3
)
 
(552
)
Recoveries
 
57

 
1

 
58

Balance at end of period
 
$
656

 
$
20

 
$
676




20




The allowance for finance receivable losses and net finance receivables by type and by impairment method were as follows:
(dollars in millions)
 
Personal
Loans
 
Other
Receivables
 
Total
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

Allowance for finance receivable losses:
 
 

 
 

 
 

Collectively evaluated for impairment
 
$
520

 
$
3

 
$
523

Purchased credit impaired finance receivables
 

 
9

 
9

TDR finance receivables
 
158

 
12

 
170

Total
 
$
678

 
$
24

 
$
702

 
 
 
 
 
 
 
Finance receivables:
 
 

 
 

 
 

Collectively evaluated for impairment
 
$
14,877

 
$
54

 
$
14,931

Purchased credit impaired finance receivables
 
127

 
21

 
148

TDR finance receivables
 
380

 
49

 
429

Total
 
$
15,384

 
$
124

 
$
15,508

 
 
 
 
 
 
 
Allowance for finance receivable losses as a percentage of finance receivables
 
4.41
%
 
19.25
%
 
4.53
%
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

Allowance for finance receivable losses:
 
 

 
 

 
 

Collectively evaluated for impairment
 
$
532

 
$
3

 
$
535

Purchased credit impaired finance receivables
 
6

 
9

 
15

TDR finance receivables
 
135

 
12

 
147

Total
 
$
673

 
$
24

 
$
697

 
 
 
 
 
 
 
Finance receivables:
 
 

 
 

 
 

Collectively evaluated for impairment
 
$
14,323

 
$
63

 
$
14,386

Purchased credit impaired finance receivables
 
182

 
22

 
204

TDR finance receivables
 
318

 
49

 
367

Total
 
$
14,823

 
$
134

 
$
14,957

 
 
 
 
 
 
 
Allowance for finance receivable losses as a percentage of finance receivables
 
4.53
%
 
18.27
%
 
4.66
%

5. Finance Receivables Held for Sale    

We reported finance receivables held for sale of $123 million at June 30, 2018 and $132 million at December 31, 2017, which are carried at the lower of cost or fair value and consist entirely of real estate loans. At June 30, 2018 and December 31, 2017, the fair value of our finance receivables held for sale exceeded the cost. We used the aggregate basis to determine the lower of cost or fair value of finance receivables held for sale.

We did not have any material transfers to or from finance receivables held for sale during the three and six months ended June 30, 2018 and 2017.


21




6. Investment Securities    

AVAILABLE-FOR-SALE SECURITIES

Cost/amortized cost, unrealized gains and losses, and fair value of fixed maturity available-for-sale securities by type were as follows:
(dollars in millions)
 
Cost/
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

 
 

Fixed maturity available-for-sale securities:
 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 
$
23

 
$

 
$

 
$
23

Obligations of states, municipalities, and political subdivisions
 
135

 

 
(1
)
 
134

Certificates of deposit and commercial paper
 
26

 

 

 
26

Non-U.S. government and government sponsored entities
 
134

 

 
(2
)
 
132

Corporate debt
 
1,034

 
3

 
(26
)
 
1,011

Mortgage-backed, asset-backed, and collateralized:
 
 

 
 

 
 

 
 
RMBS
 
118

 
1

 
(3
)
 
116

CMBS
 
83

 

 
(1
)
 
82

CDO/ABS
 
95

 

 
(1
)
 
94

Total
 
$
1,648

 
$
4

 
$
(34
)
 
$
1,618

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

 
 

Fixed maturity available-for-sale securities:
 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 
$
28

 
$

 
$

 
$
28

Obligations of states, municipalities, and political subdivisions
 
135

 

 

 
135

Certificates of deposit and commercial paper
 
60

 

 

 
60

Non-U.S. government and government sponsored entities
 
126

 

 
(1
)
 
125

Corporate debt
 
941

 
12

 
(5
)
 
948

Mortgage-backed, asset-backed, and collateralized:
 
 

 
 

 
 

 
 
RMBS
 
100

 

 
(1
)
 
99

CMBS
 
88

 

 
(1
)
 
87

CDO/ABS
 
96

 

 

 
96

Total
 
$
1,574

 
$
12

 
$
(8
)
 
$
1,578



22




Fair value and unrealized losses on available-for-sale securities by type and length of time in a continuous unrealized loss position were as follows:
 
 
Less Than 12 Months
 
12 Months or Longer
 
Total
(dollars in millions)
 
Fair
Value
 
Unrealized
Losses *
 
Fair
Value
 
Unrealized
Losses *
 
Fair
Value
 
Unrealized
Losses
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 
$
12

 
$

 
$
8

 
$

 
$
20

 
$

Obligations of states, municipalities, and political subdivisions
 
84

 
(1
)
 
17

 

 
101

 
(1
)
Non-U.S. government and government sponsored entities
 
63

 
(1
)
 
57

 
(1
)
 
120

 
(2
)
Corporate debt
 
741

 
(22
)
 
99

 
(4
)
 
840

 
(26
)
RMBS
 
80

 
(2
)
 
32

 
(1
)
 
112

 
(3
)
CMBS
 
42

 

 
33

 
(1
)
 
75

 
(1
)
CDO/ABS
 
57

 
(1
)
 
18

 

 
75

 
(1
)
Total
 
$
1,079

 
$
(27
)
 
$
264

 
$
(7
)
 
$
1,343

 
$
(34
)
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 
$
21

 
$

 
$
3

 
$

 
$
24

 
$

Obligations of states, municipalities, and political subdivisions
 
65

 

 
20

 

 
85

 

Non-U.S. government and government sponsored entities
 
89

 
(1
)
 
13

 

 
102

 
(1
)
Corporate debt
 
387

 
(3
)
 
93

 
(2
)
 
480

 
(5
)
RMBS
 
40

 

 
25

 
(1
)
 
65

 
(1
)
CMBS
 
40

 

 
38

 
(1
)
 
78

 
(1
)
CDO/ABS
 
48

 

 
26

 

 
74

 

Total
 
$
690

 
$
(4
)
 
$
218

 
$
(4
)
 
$
908

 
$
(8
)
                                     
*
Unrealized losses on certain available-for-sale securities were less than $1 million and, therefore, are not quantified in the table above.

On a lot basis, we had 1,872 and 1,229 investment securities in an unrealized loss position at June 30, 2018 and December 31, 2017, respectively. We do not consider the unrealized losses to be credit-related, as these unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. Additionally, at June 30, 2018, we had no plans to sell any investment securities with unrealized losses, and we believe it is more likely than not that we would not be required to sell such investment securities before recovery of their amortized cost.

We continue to monitor unrealized loss positions for potential impairments. During the three months ended June 30, 2018, we did not recognize any other-than-temporary impairment credit losses and during the six months ended June 30, 2018 we recognized less than $1 million of other-than-temporary impairment credit losses on our available-for-sale securities in investment revenues. During the three and six months ended June 30, 2017, we did not recognize any other-than-temporary impairment credit losses on our available-for-sale securities in investment revenues.

During the three and six months ended June 30, 2018 and 2017, there were no material additions or reductions in the cumulative amount of credit losses (recognized in earnings) on other-than-temporarily impaired available-for-sale securities.


23




The proceeds of available-for-sale securities sold or redeemed and the resulting net realized gains were as follows:
(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Proceeds from sales and redemptions
 
$
69

 
$
167

 
$
140

 
$
280

 
 
 
 
 
 
 
 
 
Realized gains
 
$

 
$
5

 
$

 
$
9

Realized losses
 

 
(1
)
 

 
(1
)
Net realized gains (losses)
 
$

 
$
4

 
$

 
$
8


Contractual maturities of fixed-maturity available-for-sale securities at June 30, 2018 were as follows:
(dollars in millions)
 
Fair
Value
 
Amortized
Cost
 
 
 
 
 
Fixed maturities, excluding mortgage-backed, asset-backed, and collateralized securities:
 
 

 
 

Due in 1 year or less
 
$
148

 
$
148

Due after 1 year through 5 years
 
596

 
604

Due after 5 years through 10 years
 
385

 
396

Due after 10 years
 
197

 
204

Mortgage-backed, asset-backed, and collateralized securities
 
292

 
296

Total
 
$
1,618

 
$
1,648


Actual maturities may differ from contractual maturities since issuers and borrowers may have the right to call or prepay obligations. We may sell investment securities before maturity for general corporate and working capital purposes and to achieve certain investment strategies.

The fair value of securities on deposit with third parties totaled $500 million and $537 million at June 30, 2018 and December 31, 2017, respectively.

OTHER SECURITIES

The fair value of other securities by type was as follows:
(dollars in millions)
 
June 30,
2018
 
December 31,
2017
 
 
 
 
 
Fixed maturity other securities:
 
 

 
 

Bonds
 
 

 
 

Non-U.S. government and government sponsored entities
 
$
1

 
$
1

Corporate debt
 
51

 
68

Mortgage-backed, asset-backed, and collateralized:
 
 
 
 

RMBS
 
1

 
1

CDO/ABS
 
3

 
4

Total bonds
 
56

 
74

Preferred stock *
 
22

 
20

Common stock *
 
23

 
23

Other long-term investments
 
1

 
1

Total
 
$
102

 
$
118

                                     
*
The Company employs an income equity strategy targeting investments in stocks with strong current dividend yields. Stocks included have a history of stable or increasing dividend payments.



24




Net unrealized losses on other securities held at June 30, 2018 and 2017, were less than $1 million and $3 million for the three and six months ended June 30, 2018, respectively, and were less than $1 million for the three and six months ended June 30, 2017. Net realized gains and losses on other securities sold or redeemed during the 2018 and 2017 periods were immaterial for the three and six months ended June 30, 2018 and 2017. We report these gains and losses in investment revenues.

7. Transactions with Affiliates    

Upon closing of the Apollo-Värde Transaction, on June 25, 2018, Fortress and its affiliates are no longer considered related-parties or affiliates. See Note 1 for additional information regarding the Apollo-Värde Transaction.

SUBSERVICING AGREEMENT

Nationstar subservices the real estate loans of certain of our indirect subsidiaries. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar. The subservicing fees paid to Nationstar, prior to the closing of the Apollo-Värde Transaction, were immaterial for the three and six months ended June 30, 2018 and 2017.

SERVICING AGREEMENT

In 2016, we sold our equity interest in the SpringCastle Joint Venture, which owns the SpringCastle Portfolio, to certain subsidiaries of NRZ and Blackstone. NRZ is managed by an affiliate of Fortress.

Unless we are terminated, we will continue as the servicer of the SpringCastle Portfolio for the SpringCastle Funding Trust pursuant to a servicing agreement. Prior to the closing of the Apollo-Värde Transaction, servicing fees revenue totaled $8 million and $16 million for the three and six months ended June 30, 2018, respectively, compared to $10 million and $20 million for the three and six months ended June 30, 2017, respectively. At June 30, 2018 and December 31, 2017, the servicing fees receivable from the SpringCastle Funding Trust that were incurred prior to the closing of the Apollo-Värde Transaction totaled $2 million and $3 million, respectively.

8. Long-term Debt    

Principal maturities of long-term debt (excluding projected repayments on securitizations and revolving conduit facilities by period) by type of debt at June 30, 2018 were as follows:
 
 
Senior Debt
 
 
 
 
(dollars in millions)
 
Securitizations
 
Medium
Term
Notes
 
Junior
Subordinated
Debt
 
Total
 
 
 
 
 
 
 
 
 
Interest rates (a)
 
2.04% - 6.94%

 
5.25% - 8.25%

 
4.10
%
 
 
 
 
 
 
 
 
 
 
 
Remainder of 2018
 

 

 

 

2019
 

 
696

 

 
696

2020
 

 
1,299

 

 
1,299

2021
 

 
646

 

 
646

2022
 

 
1,000

 

 
1,000

2023
 

 
1,175

 

 
1,175

2024-2067
 

 
2,149

 
350

 
2,499

Securitizations (b)
 
8,119

 

 

 
8,119

Total principal maturities
 
$
8,119

 
$
6,965

 
$
350

 
$
15,434

 
 
 
 
 
 
 
 
 
Total carrying amount
 
$
8,094

 
$
6,788

 
$
172

 
$
15,054

Debt issuance costs (c)
 
$
(24
)
 
$
(55
)
 
$

 
$
(79
)
                                      
(a)
The interest rates shown are the range of contractual rates in effect at June 30, 2018. The interest rate on the UPB of the Junior Subordinated Debenture consists of a variable floating rate (determined quarterly) equal to 3-month LIBOR plus 1.75%, or 4.10% as of June 30, 2018.


25




(b)
Securitizations have a stated maturity date but are not included in the above maturities by period due to their variable monthly repayments, which may result in pay-off prior to the stated maturity date. At June 30, 2018, there were no amounts drawn under our revolving conduit facilities. See Note 9 for further information on our long-term debt associated with securitizations and revolving conduit facilities.

(c)
Debt issuance costs are reported as a direct deduction from long-term debt, with the exception of debt issuance costs associated with our revolving conduit facilities, which totaled $24 million at June 30, 2018 and are reported in other assets.

SFC’S OFFERING OF 7.125% SENIOR NOTES DUE 2026

On May 11, 2018, SFC issued $900 million aggregate principal amount of 7.125% Senior Notes due 2026 (the “7.125% SFC Notes”) under the SFC Senior Notes Indentures, pursuant to which OMH provided a guarantee of the 7.125% SFC Notes on an unsecured basis.

SFC used a portion of the net proceeds from this offering to redeem the remaining $400 million in aggregate principal amount of the OMFH 7.25% Senior Notes due 2021 and will use the remaining proceeds for other general corporate purposes, which may include other debt repurchases and repayments.

SFC’S OFFERING OF 6.875% SENIOR NOTES DUE 2025

On March 12, 2018, SFC issued $1.25 billion aggregate principal amount of 6.875% Senior Notes due 2025 (the “6.875% SFC Notes”) under the SFC Senior Notes Indentures, pursuant to which OMH provided a guarantee of the 6.875% SFC Notes on an unsecured basis.

SFC used the net proceeds from the sale of the 6.875% SFC Notes for general corporate purposes, which included debt repurchases.

The 6.875% and 7.125% SFC Notes are SFC’s senior unsecured obligations and rank equally in right of payment to all of SFC’s other existing and future unsubordinated indebtedness from time to time outstanding. The notes are effectively subordinated to all of SFC’s secured obligations to the extent of the value of the assets securing such obligations and structurally subordinated to any existing and future obligations of SFC’s subsidiaries with respect to claims against the assets of such subsidiaries.

The notes may be redeemed at any time and from time to time, at the option of SFC, in whole or in part at a “make-whole” redemption price specified in the SFC Senior Notes Indentures. The notes will not have the benefit of any sinking fund.

GUARANTY AGREEMENTS

OMH entered into the SFC Base Indenture and the following SFC supplemental indentures, pursuant to which OMH agreed to fully and unconditionally guarantee, on a senior unsecured basis the payments of principal, premium (if any) and interest on the following notes:
Guarantee Agreement
 
Date Entered
 
SFC Supplemental Indentures
 
Interest rate
 
June 30, 2018 Outstanding balance
(dollars in millions)
 
 
 
 
 
 
 
 
 
7.125% SFC Notes
 
5/11/2018
 
SFC Sixth Supplemental Indenture
 
7.125%
 
$
900

6.875% SFC Notes
 
3/12/2018
 
SFC Fifth Supplemental Indenture
 
6.875%
 
1,250

5.625% SFC Notes
 
12/8/2017
 
SFC Fourth Supplemental Indenture
 
5.625%
 
875

6.125% SFC Notes
 
5/15/2017
 
SFC Third Supplemental Indenture
 
6.125%
 
1,000

8.25% SFC Notes
 
4/11/2016
 
SFC Second Supplemental Indenture
 
8.25%
 
1,000

5.25% SFC Notes
 
12/3/2014
 
SFC First Supplemental Indenture
 
5.25%
 
700


The supplemental indentures listed above contain covenants that, among other things, (i) limit SFC’s ability to create liens on assets and (ii) restrict SFC’s ability to consolidate, merge or sell its assets. The SFC Senior Notes Indentures also provide for events of default which, if any of them were to occur, would permit or require the principal of and accrued interest on the SFC Notes to become, or to be declared, due and payable. We describe our guarantee agreements in Note 12 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K.


26




Other SFC Notes

On December 30, 2013, OMH entered into SFC Guaranty Agreements whereby it agreed to fully and unconditionally guarantee the payments of principal, premium (if any) and interest on the Other SFC Notes. The Other SFC Notes consisted of the following:

8.25% Senior Notes due 2023;
7.75% Senior Notes due 2021;
6.00% Senior Notes due 2020; and
the Junior Subordinated Debenture.

The Junior Subordinated Debenture underlies the trust preferred securities sold by a trust sponsored by SFC. On December 30, 2013, OMH entered into the SFC Trust Guaranty Agreement whereby it agreed to fully and unconditionally guarantee the related payment obligations under the trust preferred securities. As of June 30, 2018, $1.6 billion aggregate principal amount of the Other SFC Notes were outstanding.

The OMH guarantees of SFC’s long-term debt discussed above are subject to customary release provisions.

OMFH Notes

On December 11, 2014, OMFH and certain of its subsidiaries entered into the OMFH Indenture, among OMFH, the guarantors listed therein and The Bank of New York Mellon, as trustee, in connection with OMFH’s issuance of the OMFH Notes. The OMFH Notes are OMFH’s unsecured senior obligations, guaranteed on a senior unsecured basis by each of its wholly owned domestic subsidiaries, other than certain subsidiaries, including its insurance subsidiaries and securitization subsidiaries.

On November 8, 2016, OMH entered into the OMFH Supplemental Indenture, pursuant to which OMH agreed to fully, unconditionally and irrevocably guarantee the outstanding OMFH Notes in accordance with and subject to the terms of the OMFH Indenture. Further, as permitted by the terms of the OMFH Indenture up to the point of redemption of the OMFH Notes described below, OMFH satisfied its reporting obligations under the OMFH Indenture with respect to providing OMFH financial information to the holders of the OMFH Notes by furnishing financial information relating to the Company.

On December 8, 2017, OMFH provided notice to note holders to redeem on January 8, 2018, all $700 million outstanding principal amount of OMFH Notes due 2019 at a redemption price equal to 103.375%, plus accrued and unpaid interest to the redemption date. The notes were redeemed on January 8, 2018. In connection with the redemption, we recognized $1 million of net loss on repurchases and repayments of debt for the six months ended June 30, 2018.

On March 19, 2018, OMFH provided notice to note holders to redeem $400 million in aggregate principal amount of OMFH Notes due 2021 on April 18, 2018, at a redemption price in cash equal to 103.625%, plus accrued and unpaid interest to the redemption date. The notes were redeemed on April 18, 2018. In connection with the redemption, we recognized $4 million of net loss on repurchases and repayments of debt for the six months ended June 30, 2018.

On May 14, 2018, OMFH provided notice to note holders to redeem the remaining $400 million in aggregate principal amount of OMFH Notes due 2021 on June 13, 2018, at a redemption price in cash equal to 103.625%, plus accrued and unpaid interest to the redemption date. In connection with the redemption, we recognized $3 million of net loss on repurchases and repayments of debt for the six months ended June 30, 2018.

On June 13, 2018, OMFH redeemed the remaining principal amount of the OMFH Notes due 2021 and received notice of satisfaction and discharge with respect to the OMFH Notes. As of June 30, 2018, OMFH is no longer subject to the covenants or other terms of the OMFH Indenture.


27




9. Variable Interest Entities    

CONSOLIDATED VIES

As part of our overall funding strategy, we have transferred certain finance receivables to VIEs for asset-backed financing transactions, including securitization and conduit transactions. We have determined that we are the primary beneficiary of these VIEs and, as a result, we include each VIE’s assets, including any finance receivables securing the VIE’s debt obligations, and related liabilities in our consolidated financial statements and each VIE’s asset-backed debt obligations are accounted for as secured borrowings.

See Note 3 and Note 13 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K for more detail regarding VIEs.

We parenthetically disclose on our consolidated balance sheets the VIE’s assets that can only be used to settle the VIE’s obligations and liabilities if its creditors have no recourse against the primary beneficiary’s general credit. The carrying amounts of consolidated VIE assets and liabilities associated with our securitization trusts were as follows:
(dollars in millions)
 
June 30,
2018
 
December 31,
2017
 
 
 
 
 
Assets
 
 

 
 

Cash and cash equivalents
 
$
3

 
$
4

Finance receivables:
 
 

 
 

Personal loans
 
9,135

 
9,769

Allowance for finance receivable losses
 
459

 
465

Restricted cash and restricted cash equivalents
 
569

 
482

Other assets
 
24

 
20

 
 
 
 
 
Liabilities
 
 

 
 

Long-term debt
 
$
8,094

 
$
8,688

Other liabilities
 
15

 
15



28




SECURITIZED BORROWINGS

Each of our securitizations contains a revolving period ranging from one to five years during which no principal payments are required to be made on the related asset-backed notes, except for the ODART 2016-1 securitization which has no revolving period. The indentures governing our securitization borrowings contain early amortization events and events of default, that, if triggered, may result in the acceleration of the obligation to pay principal and interest on the related asset-backed notes.

Our securitized borrowings at June 30, 2018 consisted of the following:
(dollars in millions)
 
Issue Amount (a)
 
Current
Note Amounts
Outstanding (a)
 
Current
Weighted Average
Interest Rate
 
Original
Revolving
Period
 
Issue Date
 
Maturity Date
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer Securitizations:
 
 
 
 
 
 
 
 
 
 
 
 
SLFT 2015-A
 
$
1,163

 
$
817

 
3.60
%
 
3 years

 
02/26/15
 
11/2024
SLFT 2015-B
 
314

 
314

 
3.78
%
 
5 years

 
04/07/15
 
05/2028
SLFT 2016-A (b)
 
532

 
500

 
3.10
%
 
2 years

 
12/14/16
 
11/2029
SLFT 2017-A (b)
 
652

 
619

 
2.98
%
 
3 years

 
06/28/17
 
07/2030
OMFIT 2014-2
 
1,185

 
164

 
5.06
%
 
2 years

 
07/30/14
 
09/2024
OMFIT 2015-1
 
1,229

 
834

 
4.00
%
 
3 years

 
02/05/15
 
03/2026
OMFIT 2015-2
 
1,250

 
462

 
3.91
%
 
2 years

 
05/21/15
 
07/2025
OMFIT 2015-3
 
293

 
293

 
4.21
%
 
5 years

 
09/29/15
 
11/2028
OMFIT 2016-1 (b)
 
500

 
459

 
4.01
%
 
3 years

 
02/10/16
 
02/2029
OMFIT 2016-2 (b)
 
890

 
616

 
4.63
%
 
2 years

 
03/23/16
 
03/2028
OMFIT 2016-3 (b)
 
350

 
317

 
4.33
%
 
5 years

 
06/07/16
 
06/2031
OMFIT 2017-1 (b)
 
947

 
900

 
2.73
%
 
2 years

 
09/06/17
 
09/2032
OMFIT 2018-1 (c)
 
632

 
600

 
3.60
%
 
3 years

 
02/28/18
 
03/2029
OMFIT 2018-2 (d)
 
368

 
350

 
3.87
%
 
5 years

 
03/19/18
 
03/2033
Total consumer securitizations
 
 
 
7,245

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Auto Securitizations:
 
 
 
 
 
 
 
 
 
 
 
 
ODART 2016-1 (b)
 
754

 
99

 
3.70
%
 

 
07/19/16
 
Various
ODART 2017-1 (b)
 
300

 
200

 
2.76
%
 
1 year

 
02/01/17
 
Various
ODART 2017-2 (b)
 
605

 
575

 
2.63
%
 
1 year

 
12/11/17
 
Various
Total auto securitizations
 
 
 
874

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total secured structured financings
 
 
 
$
8,119

 
 
 
 
 
 
 
 
                                      
(a)
Issue Amount includes the retained interest amounts as applicable and as noted below while the Current Note Amounts Outstanding balances reflect pay-downs subsequent to note issuance and exclude retained interest amounts.

(b)
For these borrowings, we describe our consumer and auto securitizations initial retained amounts in Note 13 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K.

(c)
OMFIT 2018-1 Securitization. We initially retained approximately $32 million of the asset-backed notes.

(d)
OMFIT 2018-2 Securitization. We initially retained approximately $18 million of the asset-backed notes.


29




REVOLVING CONDUIT FACILITIES

As of June 30, 2018, our borrowings under conduit facilities consisted of the following:
(dollar in millions)

Advance Maximum
Balance

Amount
Drawn

Revolving
Period End
 
Collateral Type
 
Due and Payable (a)







 
 
 
 
Seine River Funding, LLC
 
$
500

 
$

 
December 2019
 
Personal loans
 
December 2022
Rocky River Funding, LLC (b)
 
400

 

 
June 2020
 
Personal loans
 
July 2021
Thur River Funding, LLC
 
350

 

 
June 2020
 
Personal loans
 
February 2027
OneMain Financial Funding IX, LLC
 
600

 

 
June 2020
 
Personal loans
 
July 2021
Mystic River Funding, LLC
 
850

 

 
September 2020
 
Personal loans and auto loans
 
October 2023
Fourth Avenue Auto Funding, LLC
 
250

 

 
September 2020
 
Auto loans
 
October 2021
OneMain Financial Funding VIII, LLC (c)
 
450

 

 
January 2021
 
Personal loans
 
February 2023
OneMain Financial Auto Funding I, LLC (d)
 
850

 

 
June 2021
 
Auto loans
 
July 2028
OneMain Financial Funding VII, LLC (e)
 
850

 

 
June 2021
 
Personal loans
 
July 2023
Thayer Brook Funding, LLC (f)
 
250

 

 
July 2021
 
Auto loans
 
August 2022
Total

$
5,350


$



 
 
 
 
                                      
(a)
The date following the revolving period that the principal balance of the outstanding loans, if any, will be reduced as cash payments are received on the underlying loans and will be due and payable in full.

(b)
On June 27, 2018, we amended the loan and security agreement with Rocky River Funding, LLC to, among other things, (i) increase the advance maximum balance from $250 million to $400 million and (ii) extend the revolving period ending September 2019 to June 2020 thereby extending the final maturity to July 2021.

(c)
On February 2, 2018, we entered into a loan and security agreement with OneMain Financial Funding VIII, LLC concurrently with the voluntary termination of the note purchase agreement with the OneMain Financial B6 Warehouse Trust.
    
(d)
On June 26, 2018, we amended the loan and security agreement with OneMain Financial Auto Funding I, LLC, to, among other things, (i) increase the advance maximum balance from $750 million to $850 million and (ii) extend the revolving period ending October 2020 to June 2021 thereby extending the final maturity to July 2028.

(e)
On May 31, 2018, we amended the loan and security agreement with OneMain Financial Funding VII, LLC to, among other things, (i) increase the advance maximum balance from $650 million to $850 million and (ii) extend the revolving period ending October 2019 to June 2021 thereby extending the final maturity to July 2023.

(f)
On June 28, 2018, we entered into a new loan and security agreement with Thayer Brook Funding, LLC.


VIE INTEREST EXPENSE

Other than the retained subordinate and residual interests in our consolidated VIEs, we are under no further obligation than is otherwise noted herein, either contractually or implicitly, to provide financial support to these entities. Consolidated interest expense related to our VIEs for the three and six months ended June 30, 2018 totaled $87 million and $173 million, compared to $78 million and $158 million for the three and six months ended June 30, 2017.

30




10. Insurance    

Changes in the reserve for unpaid claims and loss adjustment expenses (not considering reinsurance recoverable) were as follows:
 
 
At or for the
Six Months Ended June 30,
(dollars in millions)
 
2018
 
2017
 
 
 
 
 
Balance at beginning of period
 
$
154

 
$
158

Less reinsurance recoverables
 
(23
)
 
(26
)
Net balance at beginning of period
 
131

 
132

Additions for losses and loss adjustment expenses incurred to:
 
 
 
 
Current year
 
102

 
96

Prior years *
 
(5
)
 
2

Total
 
97

 
98

Reductions for losses and loss adjustment expenses paid related to:
 
 
 
 
Current year
 
(47
)
 
(45
)
Prior years
 
(51
)
 
(58
)
Total
 
(98
)
 
(103
)
Net balance at end of period
 
130

 
127

Plus reinsurance recoverables
 
4

 
25

Transfer of reserves
 
(19
)
 

Balance at end of period
 
$
115

 
$
152

                                      
*
Reflects (i) a redundancy in the prior years’ net reserves of $5 million at June 30, 2018 primarily due to favorable development of credit disability and unemployment claims during the year and (ii) a shortfall in the prior years’ net reserves of $2 million at June 30, 2017 primarily due to adverse development on ordinary life and credit disability during the year.



31




11. Earnings Per Share    

The computation of earnings per share was as follows:
(dollars in millions, except per share data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Numerator (basic and diluted):
 
 

 
 

 
 

 
 

Net income attributable to OneMain Holdings, Inc.
 
$
7

 
$
42

 
$
131

 
$
75

Denominator:
 
 

 
 

 
 

 
 

Weighted average number of shares outstanding (basic)
 
135,678,914


135,249,610


135,637,825


135,234,143

Effect of dilutive securities *
 
290,131


263,817


295,574


309,199

Weighted average number of shares outstanding (diluted)
 
135,969,045


135,513,427


135,933,399


135,543,342

Earnings per share:
 
 

 
 

 
 

 
 

Basic
 
$
0.05

 
$
0.31

 
$
0.96

 
$
0.55

Diluted
 
$
0.05

 
$
0.30

 
$
0.96

 
$
0.55

                                      
*    We have excluded the following shares in the diluted earnings per share calculation for the three and six months ended June 30, 2018 and 2017 because these shares would be anti-dilutive, which could impact the earnings per share calculation in the future:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Performance-based shares
 
45,467

 
25,089

 
71,314

 
27,887

Service-based shares
 
159,698

 
795,321

 
240,467

 
775,476


Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during each period. Diluted earnings per share is computed based on the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares represent outstanding unvested RSUs and RSAs.


32




12. Accumulated Other Comprehensive Income (Loss)    

Changes, net of tax, in accumulated other comprehensive income (loss) were as follows:
(dollars in millions)
 
Unrealized
Gains (Losses)
Available-for-Sale Securities
 
Retirement
Plan Liabilities
Adjustments
 
Foreign
Currency
Translation
Adjustments
 
Total
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 

 
 

 
 

 
 

Balance at beginning of period
 
$
(16
)
 
$
4

 
$

 
$
(12
)
Other comprehensive income (loss) before reclassifications
 
(10
)
 
2

 
(3
)
 
(11
)
Impact of AOCI reclassification due to the Tax Act
 
2

 
(3
)
 
3

 
2

Balance at end of period
 
$
(24
)
 
$
3

 
$

 
$
(21
)
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 

 
 

 
 

 
 

Balance at beginning of period
 
$
3

 
$
(4
)
 
$
(1
)
 
$
(2
)
Other comprehensive income before reclassifications
 
6

 

 
2

 
8

Reclassification adjustments from accumulated other comprehensive loss
 
(3
)
 

 

 
(3
)
Balance at end of period
 
$
6

 
$
(4
)
 
$
1

 
$
3

 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 

 
 

 
 

 
 

Balance at beginning of period
 
$
4

 
$
4

 
$
3

 
$
11

Other comprehensive income (loss) before reclassifications
 
(30
)
 
2

 
(6
)
 
(34
)
Impact of AOCI reclassification due to the Tax Act
 
2

 
(3
)
 
3

 
2

Balance at end of period
 
$
(24
)
 
$
3

 
$

 
$
(21
)
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 

 
 

 
 

 
 

Balance at beginning of period
 
$
(1
)
 
$
(4
)
 
$
(1
)
 
$
(6
)
Other comprehensive income before reclassifications
 
13

 

 
2

 
15

Reclassification adjustments from accumulated other comprehensive loss
 
(6
)
 

 

 
(6
)
Balance at end of period
 
$
6

 
$
(4
)
 
$
1

 
$
3


Reclassification adjustments from accumulated other comprehensive income (loss) to the applicable line item on our condensed consolidated statements of operations were as follows:
(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Unrealized gains on available-for-sale securities:
 
 

 
 

 
 

 
 

Reclassification from accumulated other comprehensive income (loss) to investment revenues, before taxes
 
$

 
$
4

 
$

 
$
8

Income tax effect
 

 
(1
)
 

 
(2
)
Reclassification from accumulated other comprehensive income (loss) to investment revenues, net of taxes
 
$

 
$
3

 
$

 
$
6



33




13. Income Taxes    

We had a net deferred tax asset of $142 million and $143 million at June 30, 2018 and December 31, 2017, respectively.

The effective tax rate for the six months ended June 30, 2018 was 38.0%, compared to 39.0% for the same period in 2017. The effective tax rate for the six months ended June 30, 2018 differed from the federal statutory rate of 21% primarily due to the effect of discrete tax expense for non-deductible compensation and state income taxes. The effective tax rate for the six months ended June 30, 2017 differed from the then-applicable federal statutory rate of 35% primarily due to the effect of state income taxes and discrete expense from share-based compensation.

We are currently under examination of our U.S. federal tax return for the years 2012 and 2013 by the IRS. We are also under examination of various states for the years 2011 to 2016. Management believes it has adequately provided for taxes for such years.

Our gross unrecognized tax benefits, including related interest and penalties, totaled $16 million at June 30, 2018 and $15 million at December 31, 2017. We accrue interest related to uncertain tax positions in income tax expense. The amount of any change in the balance of uncertain tax liabilities over the next 12 months is not expected to be material to our consolidated financial statements.

On December 22, 2017, President Trump signed into law the Tax Act, which contains substantial changes to the Internal Revenue Code effective January 1, 2018, including a reduction in the federal corporate tax rate from 35% to 21%.

14. Contingencies    

LEGAL CONTINGENCIES

In the normal course of business, we have been named, from time to time, as defendants in various legal actions, including arbitrations, class actions and other litigation arising in connection with our activities. Some of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. While we will continue to evaluate legal actions to determine whether a loss is reasonably possible or probable and is reasonably estimable, there can be no assurance that material losses will not be incurred from pending, threatened or future litigation, investigations, examinations, or other claims.

We contest liability and/or the amount of damages, as appropriate, in each pending matter. Where available information indicates that it is probable that a liability had been incurred at the date of the condensed consolidated financial statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss by a charge to income. In many actions, however, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the amount of any loss. In addition, even where loss is reasonably possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is not always possible to reasonably estimate the size of the possible loss or range of loss.

For certain legal actions, we cannot reasonably estimate such losses, particularly for actions that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the actions in question, before a loss or additional loss or range of loss or additional loss can be reasonably estimated for any given action.

For certain other legal actions, we can estimate reasonably possible losses, additional losses, ranges of loss or ranges of additional loss in excess of amounts accrued, but do not believe, based on current knowledge and after consultation with counsel, that such losses will have a material adverse effect on our condensed consolidated financial statements as a whole.


34




Federal Securities Class Actions

On February 10, 2017, a putative class action lawsuit, Galestan v. OneMain Holdings, Inc., et al., was filed in the U.S. District Court for the Southern District of New York, naming as defendants the Company and two of its officers. The lawsuit alleges violations of the Exchange Act for allegedly making materially misleading statements and/or omitting material information concerning alleged integration issues after the OneMain Acquisition in November 2015, and was filed on behalf of a putative class of persons who purchased or otherwise acquired the Company’s common stock between February 25, 2016 and November 7, 2016. The complaint seeks an award of unspecified compensatory damages, an award of interest, reasonable attorney’s fees, expert fees and other costs, and equitable relief as the court may deem just and proper. On March 23, 2017, the court appointed a lead plaintiff for the putative class and approved the lead plaintiff’s selection of counsel. The plaintiff filed an amended complaint on June 13, 2017 challenging statements regarding the Company’s projections of future financial performance and certain statements regarding integration after the OneMain Acquisition. On September 29, 2017, pursuant to the Court’s Individual Rules and Practices, we sought permission to file a motion to dismiss the amended complaint. The Company believes that the allegations specified in the amended complaint are without merit, and intends to vigorously defend against the claims. As the lawsuit is in the preliminary stages, the Company is unable to estimate a reasonably possible range of loss, if any, that may result from the lawsuit.

SALES RECOURSE OBLIGATIONS

At June 30, 2018, our reserve for sales recourse obligations totaled $8 million, which primarily related to our real estate loan sales in 2014, with a minimal portion of the reserve related to net charge-off sales of our finance receivables. During the three and six months ended June 30, 2018 and 2017, we had no material repurchase activity related to these sales and no material activity related to our sales recourse obligations.
 
At June 30, 2018, there were no material recourse requests with loss exposure that management believed would not be covered by the reserve. However, we will continue to monitor any repurchase activity in the future and will adjust the reserve accordingly. When recourse losses are reasonably possible or exposure to such losses exists in excess of the liability already accrued, it is not always possible to reasonably estimate the size of the possible recourse losses or range of losses.

15. Benefit Plans    

During the three and six months ended June 30, 2018 and 2017, the components of net periodic benefit cost with respect to our defined benefit pension plans were immaterial. We do not currently fund post retirement benefits.

16. Segment Information    

Our segments coincide with how our businesses are managed. At June 30, 2018, our two segments were Consumer and Insurance and Acquisitions and Servicing. The remaining components (which we refer to as “Other”) consist of our non-originating legacy operations, which include our liquidating real estate loan portfolio and our liquidating retail sales finance portfolio.

Due to the nature of the OneMain Acquisition and the Fortress Acquisition, we applied purchase accounting. However, we report the operating results of Consumer and Insurance, Acquisitions and Servicing, and Other using the Segment Accounting Basis, which (i) reflects our allocation methodologies for certain costs, primarily interest expense, loan loss reserves, and acquisition costs to reflect the manner in which we assess our business results and (ii) excludes the impact of applying purchase accounting (eliminates premiums/discounts on our finance receivables and long-term debt at acquisition, as well as the amortization/accretion in future periods).

The accounting policies of the segments are the same as those disclosed in Note 3 and Note 22 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K.


35




The following tables present information about the Company’s segments, as well as reconciliations to the condensed consolidated financial statement amounts.
(dollars in millions)
 
Consumer
and
Insurance
 
Acquisitions
and
Servicing
 
Other
 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
911

 
$

 
$
5

 
$
(11
)
 
$
905

Interest expense
 
212

 

 
5

 
3

 
220

Provision for finance receivable losses
 
261

 

 
(3
)
 
2

 
260

Net interest income after provision for finance receivable losses
 
438

 

 
3

 
(16
)
 
425

Other revenues
 
106

 
8

 

 
26

 
140

Acquisition-related transaction and integration expenses
 
22

 

 

 
6

 
28

Other expenses
 
368

 
8

 
112

 
6

 
494

Income (loss) before income tax expense (benefit)
 
$
154

 
$

 
$
(109
)
 
$
(2
)
 
$
43

Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
801

 
$

 
$
6

 
$
(35
)
 
$
772

Interest expense
 
189

 

 
5

 
9

 
203

Provision for finance receivable losses
 
234

 

 

 
2

 
236

Net interest income after provision for finance receivable losses
 
378

 

 
1

 
(46
)
 
333

Other revenues
 
127

 
10

 
1

 
(17
)
 
121

Acquisition-related transaction and integration expenses
 
14

 

 

 

 
14

Other expenses
 
347

 
10

 
10

 
7

 
374

Income (loss) before income tax expense (benefit)
 
$
144

 
$

 
$
(8
)
 
$
(70
)
 
$
66

At or for the Six Months Ended June 30, 2018
 
 
 
 

 
 

 
 

 
 

Interest income
 
$
1,784

 
$

 
$
9

 
$
(26
)
 
$
1,767

Interest expense
 
406

 

 
9

 
5

 
420

Provision for finance receivable losses
 
519

 

 
(5
)
 

 
514

Net interest income after provision for finance receivable losses
 
859

 

 
5

 
(31
)
 
833

Other revenues
 
211

 
17

 
(2
)
 
51

 
277

Acquisition-related transaction and integration expenses
 
32

 

 

 
7

 
39

Other expenses
 
711

 
16

 
122

 
11

 
860

Income (loss) before income tax expense (benefit)
 
$
327

 
$
1


$
(119
)
 
$
2

 
$
211

 
 
 
 
 
 
 
 
 
 
 
Assets
 
$
17,258

 
$

 
$
248

 
$
2,134

 
$
19,640

At or for the Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
1,599

 
$

 
$
12

 
$
(80
)
 
$
1,531

Interest expense
 
375

 

 
11

 
19

 
405

Provision for finance receivable losses
 
473

 

 
1

 
7

 
481

Net interest income after provision for finance receivable losses
 
751

 

 

 
(106
)
 
645

Other revenues
 
264

 
22

 
1

 
(25
)
 
262

Acquisition-related transaction and integration expenses
 
34

 

 
6

 
(3
)
 
37

Other expenses
 
695

 
21

 
16

 
15

 
747

Income (loss) before income tax expense (benefit)
 
$
286

 
$
1

 
$
(21
)
 
$
(143
)
 
$
123

 
 
 
 
 
 
 
 
 
 
 
Assets
 
$
16,420

 
$
5

 
$
352

 
$
1,921

 
$
18,698


36




17. Fair Value Measurements    

The fair value of a financial instrument is the amount that would be expected to be received if an asset were to be sold or the amount that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. The accounting policies of our Fair Value Measurements are the same as those disclosed in Note 3 and Note 23 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K.

The following table presents the carrying amounts and estimated fair values of our financial instruments and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used:
 
 
Fair Value Measurements Using
 
Total
Fair
Value
 
Total
Carrying
Value
(dollars in millions)
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
524

 
$
32

 
$

 
$
556

 
$
556

Investment securities
 
38

 
1,677

 
5

 
1,720

 
1,720

Net finance receivables, less allowance for finance receivable losses
 

 

 
16,198

 
16,198

 
14,806

Finance receivables held for sale
 

 

 
133

 
133

 
123

Restricted cash and restricted cash equivalents
 
587

 

 

 
587

 
587

Other assets *
 

 

 
11

 
11

 
11

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
$

 
$
15,450

 
$

 
$
15,450

 
$
15,054

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
933

 
$
54

 
$

 
$
987

 
$
987

Investment securities
 
36

 
1,654

 
7

 
1,697

 
1,697

Net finance receivables, less allowance for finance receivable losses
 

 

 
15,656

 
15,656

 
14,260

Finance receivables held for sale
 

 

 
139

 
139

 
132

Restricted cash and restricted cash equivalents
 
498

 

 

 
498

 
498

Other assets *
 

 

 
12

 
12

 
12

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 

 
 
Long-term debt
 
$

 
$
15,625

 
$

 
$
15,625

 
$
15,050

                                     
*
Other assets include commercial mortgage loans and escrow advance receivable.

37




FAIR VALUE MEASUREMENTS — RECURRING BASIS

The following tables present information about our assets measured at fair value on a recurring basis and indicates the fair value hierarchy based on the levels of inputs we utilized to determine such fair value:
 
 
Fair Value Measurements Using
 
Total Carried At Fair Value
(dollars in millions)
 
Level 1
 
Level 2
 
Level 3 *
 
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 

 
 

 
 

 
 

Assets
 
 

 
 

 
 

 
 

Cash equivalents in mutual funds
 
$
368

 
$

 
$

 
$
368

Cash equivalents in securities
 

 
32

 

 
32

Investment securities:
 
 

 
 

 
 

 
 

Available-for-sale securities
 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 

 
23

 

 
23

Obligations of states, municipalities, and political subdivisions
 

 
134

 

 
134

Certificates of deposit and commercial paper
 

 
26

 

 
26

Non-U.S. government and government sponsored entities
 

 
132

 

 
132

Corporate debt
 

 
1,009

 
2

 
1,011

RMBS
 

 
116

 

 
116

CMBS
 

 
82

 

 
82

CDO/ABS
 

 
93

 
1

 
94

Total available-for-sale securities
 

 
1,615

 
3

 
1,618

Other securities
 
 

 
 

 
 

 


Bonds:
 
 

 
 

 
 

 


Non-U.S. government and government sponsored entities
 

 
1

 

 
1

Corporate debt
 

 
50

 
1

 
51

RMBS
 

 
1

 

 
1

CDO/ABS
 

 
3

 

 
3

Total bonds
 

 
55

 
1

 
56

Preferred stock
 
15

 
7

 

 
22

Common stock
 
23

 

 

 
23

Other long-term investments
 

 

 
1

 
1

Total other securities
 
38

 
62

 
2

 
102

Total investment securities
 
38

 
1,677

 
5

 
1,720

Restricted cash in mutual funds
 
570

 

 

 
570

Total
 
$
976

 
$
1,709

 
$
5

 
$
2,690

                                     
*
Due to the insignificant activity within the Level 3 assets during the three and six months ended June 30, 2018, we have omitted the additional disclosures relating to the changes in Level 3 assets measured at fair value on a recurring basis and the quantitative information about Level 3 unobservable inputs.


38




 
 
Fair Value Measurements Using
 
Total Carried At Fair Value
(dollars in millions)
 
Level 1
 
Level 2
 
Level 3 (a)
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 

 
 

 
 

 
 

Assets
 
 

 
 

 
 

 
 

Cash equivalents in mutual funds
 
$
709

 
$

 
$

 
$
709

Cash equivalents in securities
 

 
54

 

 
54

Investment securities:
 
 

 
 

 
 

 
 

Available-for-sale securities
 
 

 
 

 
 

 
 

U.S. government and government sponsored entities
 

 
28

 

 
28

Obligations of states, municipalities, and political subdivisions
 

 
135

 

 
135

Certificates of deposit and commercial paper
 

 
60

 

 
60

Non-U.S. government and government sponsored entities
 

 
125

 

 
125

Corporate debt
 

 
946

 
2

 
948

RMBS
 

 
99

 

 
99

CMBS
 

 
87

 

 
87

CDO/ABS
 

 
95

 
1

 
96

Total available-for-sale securities (b)
 

 
1,575

 
3

 
1,578

Other securities
 
 

 
 

 
 

 
 
Bonds:
 
 

 
 

 
 

 
 

Non-U.S. government and government sponsored entities
 

 
1

 

 
1

Corporate debt
 

 
66

 
2

 
68

RMBS
 

 
1

 

 
1

CDO/ABS
 

 
4

 

 
4

Total bonds
 

 
72

 
2

 
74

Preferred stock
 
13

 
7

 

 
20

Common stock
 
23

 

 

 
23

Other long-term investments
 

 

 
1

 
1

Total other securities
 
36

 
79

 
3

 
118

Total investment securities
 
36

 
1,654

 
6

 
1,696

Restricted cash in mutual funds
 
484

 

 

 
484

Total
 
$
1,229

 
$
1,708

 
$
6

 
$
2,943

                                      
(a)
Due to the insignificant activity within the Level 3 assets during 2017, we have omitted the additional disclosures relating to the changes in Level 3 assets measured at fair value on a recurring basis and the quantitative information about Level 3 unobservable inputs.

(b)
Excludes an immaterial interest in a limited partnership that we account for using the equity method and FHLB common stock of $1 million at December 31, 2017, which is carried at cost.

We had no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2018.

FAIR VALUE MEASUREMENTS — NON-RECURRING BASIS

We measure the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Net impairment charges recorded on assets measured at fair value on a non-recurring basis were immaterial for the three and six months ended June 30, 2018 and 2017.

FAIR VALUE MEASUREMENTS — VALUATION METHODOLOGIES AND ASSUMPTIONS

See Note 23 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K for information regarding our methods and assumptions used to estimate fair value.


39




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

An index to our management’s discussion and analysis follows:

Topic
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Forward-Looking Statements    

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent only management’s current beliefs regarding future events. By their nature, forward-looking statements involve inherent risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements that speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events or performance, and underlying assumptions and other statements related thereto. Statements preceded by, followed by or that otherwise include the words “anticipates,” “appears,” “are likely,” “believes,” “estimates,” “expects,” “foresees,” “intends,” “plans,” “projects” and similar expressions or future or conditional verbs such as “would,” “should,” “could,” “may,” or “will,” are intended to identify forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those expressed in or implied by forward-looking statements include, without limitation, the following:

the inability to obtain, or delays in obtaining, cost savings and synergies from the OneMain Acquisition and risks and other uncertainties associated with the integration of the companies;

any litigation, fines or penalties that could arise relating to the OneMain Acquisition or Apollo-Värde Transaction;

effects, if any, of the Apollo-Värde Transaction, including effects on our business or operational strategies, goals or objectives or our relationships with our employees or third parties;

various risks relating to continued compliance with the Settlement Agreement;

changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we can access capital and also invest cash flows from our Consumer and Insurance segment;

levels of unemployment and personal bankruptcies;

natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or branches or other operating facilities;


40




war, acts of terrorism, riots, civil disruption, pandemics, disruptions in the operation of our information systems, or other events disrupting business or commerce;

effects on our business, reputation and our financial position, results of operations and cash flows of any cyberbreach or other cyber-related incident involving our information systems or the loss, theft or unauthorized disclosure of personally identifiable information of our present or former customers, including any costs, fines or penalties incurred in connection therewith not covered by insurance, whether as a result of litigation, governmental investigations, business interruption, remediation efforts or otherwise;

changes in the rate at which we can collect or potentially sell our finance receivables portfolio;

the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or lack of capacity to repay;

changes in our ability to attract and retain employees or key executives to support our businesses;

changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels, our ability to make technological improvements, and the strength and ability of our competitors to operate independently or to enter into business combinations that result in a more attractive range of customer products or provide greater financial resources;

risks related to the acquisition or sale of assets or businesses or the formation, termination or operation of joint ventures or other strategic alliances or arrangements, including loan delinquencies or net charge-offs, integration or migration issues, increased costs of servicing, incomplete records, and retention of customers;

risks associated with our insurance operations, including insurance claims that exceed our expectations or insurance losses that exceed our reserves;

the inability to successfully implement our growth strategy for our consumer lending business as well as various risks associated with successfully acquiring portfolios of consumer loans, pursuing acquisitions, and/or establishing joint ventures;

declines in collateral values or increases in actual or projected delinquencies or net charge-offs;

changes in federal, state or local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Act (which, among other things, established the CFPB, which has broad authority to regulate and examine financial institutions, including us), that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry, our use of third-party vendors and real estate loan servicing, or changes in corporate or individual income tax laws or regulations, including effects of the enactment of the Tax Act;

potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a representation or warranty made in connection with such transactions;

the costs and effects of any actual or alleged violations of any federal, state or local laws, rules or regulations, including any litigation associated therewith, any impact to our business operations, reputation, financial position, results of operations or cash flows arising therefrom, any impact to our relationships with lenders, investors or other third parties attributable thereto, and the costs and effects of any breach of any representation, warranty or covenant under any of our contractual arrangements, including indentures or other financing arrangements or contracts, as a result of any such violation;

the costs and effects of any fines, penalties, judgments, decrees, orders, inquiries, investigations, subpoenas, or enforcement or other proceedings of any governmental or quasi-governmental agency or authority and any litigation associated therewith;

our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements;

41





our ability to comply with our debt covenants;

our ability to generate sufficient cash to service all of our indebtedness;

any material impairment or write-down of the value of our assets;

the effects of any downgrade of our debt ratings by credit rating agencies, which could have a negative impact on our cost of and/or access to capital;

our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings;

the impacts of our securitizations and borrowings;

our ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries;

changes in accounting standards or tax policies and practices and the application of such new standards, policies and practices;

changes in accounting principles and policies or changes in accounting estimates;

any failure or inability to achieve the SpringCastle Portfolio performance requirements set forth in the SpringCastle Interests Sale purchase agreement; and

the effect of future sales of our remaining portfolio of real estate loans and the transfer of servicing of these loans, including the environmental liability and costs for damage caused by hazardous waste if a real estate loan goes into default.

We also direct readers to the other risks and uncertainties discussed in other documents we filed with the SEC.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this report that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.


42




Overview    

We are a leading provider of responsible personal loan products, primarily to non-prime customers. Our network of over 1,600 branch offices in 44 states as of June 30, 2018 is staffed with expert personnel and is complemented by our online consumer loan origination business and centralized operations, which allows us to reach customers located outside our branch footprint. Our digital platform provides current and prospective customers the option of obtaining a personal loan via our website, www.omf.com. The information on our website is not incorporated by reference into this report. In connection with our personal loan business, our insurance subsidiaries offer our customers credit and non-credit insurance.

In addition, we service loans owned by us and service or subservice loans owned by third-parties; pursue strategic acquisitions and dispositions of assets and businesses, including loan portfolios or other financial assets; and may establish joint ventures or enter into other strategic alliances or arrangements from time to time.

OUR PRODUCTS

Our product offerings include:

Personal Loans — We offer personal loans through our branch network and over the Internet through our centralized operations to customers who generally need timely access to cash. Our personal loans are typically non-revolving with a fixed-rate and a fixed, original term of three to six years and are secured by consumer goods, automobiles, or other personal property or are unsecured. At June 30, 2018, we had nearly 2.4 million personal loans, representing $15.4 billion of net finance receivables, compared to 2.4 million personal loans totaling $14.8 billion at December 31, 2017.

Insurance Products — We offer our customers credit insurance (life insurance, disability insurance, and involuntary unemployment insurance) and non-credit insurance through both our branch network and our centralized operations. Credit insurance and non-credit insurance products are provided by our affiliated insurance companies. We also offer home and auto membership plans of an unaffiliated company.

Our non-originating legacy products include:

Other Receivables — We ceased originating real estate loans in 2012 and purchasing retail sales contracts and revolving retail accounts in 2013. We continue to service or sub-service the liquidating real estate loans and retail sales contracts and will provide revolving retail sales financing services on our revolving retail accounts.

OUR SEGMENTS

At June 30, 2018, we had two operating segments:

Consumer and Insurance; and
Acquisitions and Servicing.

See Note 16 of the Notes to Condensed Consolidated Financial Statements included in this report for more information about our segments.


43




Recent Developments and Outlook    

RECENT DEVELOPMENTS    

Apollo-Värde Transaction

On January 3, 2018, the Apollo-Värde Group entered into a Share Purchase Agreement with SFH and the Company to acquire from SFH 54,937,500 shares of our common stock representing the entire holdings of our stock beneficially owned by Fortress. The Apollo-Värde Transaction closed on June 25, 2018 for an aggregate purchase price of approximately $1.4 billion in cash.

As disclosed in Note 21 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K, certain executives of the Company had previously been granted incentive units that only provide benefits (in the form of distributions) if SFH makes distributions to one or more of its common members that exceed specified amounts. In connection with the Apollo-Värde Transaction, certain executive officers who are holders of SFH incentive units received a distribution of approximately $106 million in the aggregate from SFH as a result of their ownership interests in SFH.  Although the distribution was not made by the Company or its subsidiaries, in accordance with ASC Topic 710, Compensation-General, we recorded non-cash incentive compensation expense of approximately $106 million, with an equal and offsetting increase to additional paid-in-capital. The impact to the Company was non-cash, equity neutral and not tax deductible.

AIG Secondary Offering

On February 21, 2018, OMH entered into an underwriting agreement among OMH, SFH and Morgan Stanley & Co. LLC as underwriter in connection with the sale by SFH of 4,179,678 shares of its common stock. These shares were beneficially owned by AIG and represented the entire holdings of our stock beneficially owned by AIG. In connection with this sale of our common stock by SFH, certain executive officers who are holders of SFH incentive units, as described above, received a distribution of approximately $4 million in the first quarter of 2018. Consistent with the accounting for distribution from the Apollo-Värde Transaction described above, the Company recognized non-cash incentive compensation expense of approximately $4 million, with an equal and offsetting increase to additional paid-in-capital. The impact to the Company was non-cash, equity neutral and not tax deductible.

Cost Synergies

As of June 30, 2018, we had incurred approximately $278 million of acquisition-related transaction and integration expenses ($39 million incurred during 2018) from the OneMain Acquisition.

As part of our continuing integration efforts from the OneMain Acquisition, on May 29, 2018, the Company entered into a Share Purchase Agreement with a third-party to sell all of the issued and outstanding shares of Yosemite. The transaction is expected to close in the third quarter of 2018 and is subject to regulatory approval and other customary closing conditions. The Company classified assets and liabilities of Yosemite that are subject to sale as held-for-sale as of June 30, 2018 and are reflected in other assets and other liabilities, respectively. Additionally, we recorded an impairment loss of $14 million in acquisition-related transaction and integration expenses for the three and six months ended June 30, 2018.


44




OUTLOOK                

With our experienced management team, long track record of successfully accessing the capital markets, and strong demand for consumer credit, we believe we are well positioned to execute on our strategic priorities to strengthen our capital base through the following key initiatives:

Continuing the growth in receivables through enhanced marketing strategies and customer product options;
Growing secured lending originations with a goal of enhancing credit performance;
Leveraging our scale and cost discipline across the Company to deliver improved operating leverage;
Increasing tangible equity and reducing leverage; and
Maintaining a strong liquidity level with diversified funding sources.

We continue to execute our strategy to increase the proportion of our loan originations secured by titled collateral (which typically have lower yields and credit losses relative to unsecured personal loans). Our yields have stabilized in the portfolio; and we expect an improvement in net credit losses over time as the portion of our secured portfolio continues to increase.

Assuming the U.S. economy continues to experience slow to moderate growth, we expect to continue our long history of strong credit performance and believe the strong credit quality of our loan portfolio will continue as the result of our disciplined underwriting practices and ongoing collection efforts. We have continued to see some migration of customer activity away from traditional channels, such as direct mail, to online channels (primarily serviced through our branch network), where we believe we are well suited to capture volume due to our scale, technology, and deployment of advanced analytics.

45




Results of Operations    

CONSOLIDATED RESULTS

See the table below for our consolidated operating results and selected financial statistics. A further discussion of our operating results for each of our operating segments is provided under “Segment Results” below.
(dollars in millions, except per share amounts)
 
At or for the
Three Months Ended June 30,
 
At or for the
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Interest income
 
$
905

 
$
772

 
$
1,767

 
$
1,531

Interest expense
 
220

 
203

 
420

 
405

Provision for finance receivable losses
 
260

 
236

 
514

 
481

Net interest income after provision for finance receivable losses
 
425

 
333

 
833

 
645

Other revenues
 
140

 
121

 
277

 
262

Acquisition-related transaction and integration expenses
 
28

 
14

 
39

 
37

Other expenses
 
494

 
374

 
860

 
747

Income before income taxes
 
43

 
66

 
211

 
123

Income taxes
 
36

 
24

 
80

 
48

Net income
 
$
7

 
$
42

 
$
131

 
$
75

 
 
 
 
 
 
 
 
 
Share Data:
 
 

 
 

 
 

 
 

Weighted average number of shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
135,678,914

 
135,249,610

 
135,637,825

 
135,234,143
Diluted
 
135,969,045

 
135,513,427

 
135,933,399

 
135,543,342
Earnings per share:
 
 

 
 

 
 

 
 

Basic
 
$
0.05

 
$
0.31

 
$
0.96

 
$
0.55

Diluted
 
$
0.05

 
$
0.30

 
$
0.96

 
$
0.55

 
 
 
 
 
 
 
 
 
Selected Financial Statistics *
 
 

 
 

 
 

 
 

Finance receivables held for investment:
 
 
 
 
 
 
 
 
Net finance receivables
 
$
15,508

 
$
14,050

 
$
15,508

 
$
14,050

Number of accounts
 
2,373,671

 
2,231,010

 
2,373,671

 
2,231,010

Finance receivables held for sale:
 
 
 
 
 
 
 
 
Net finance receivables
 
$
123

 
$
141

 
$
123

 
$
141

Number of accounts
 
2,277

 
2,614

 
2,277

 
2,614

Finance receivables held for investment:
 
 
 
 
 
 
 
 
Average net receivables
 
$
15,239

 
$
13,681

 
$
15,113

 
$
13,597

Yield
 
23.74
 %
 
22.53
 %
 
23.50
 %
 
22.60
 %
Gross charge-off ratio
 
7.32
 %

7.46
 %

7.58
 %

8.18
 %
Recovery ratio
 
(0.82
)%

(0.84
)%

(0.79
)%

(0.87
)%
Net charge-off ratio
 
6.50
 %
 
6.62
 %
 
6.79
 %
 
7.31
 %
30-89 Delinquency ratio
 
2.18
 %
 
2.19
 %
 
2.18
 %
 
2.19
 %
Origination volume
 
$
3,216

 
$
2,953

 
$
5,756

 
$
4,765

Number of accounts originated
 
393,561

 
398,240

 
718,291

 
641,892

                                     
*
See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

46




Comparison of Consolidated Results for the Three Months Ended June 30, 2018 and 2017

Interest income increased $133 million for the three months ended June 30, 2018 when compared to the prior year quarter due to continued growth in our loan portfolio and higher yield primarily driven by lower amortization of purchase premium on our non-credit impaired finance receivables.

Interest expense increased $17 million for the three months ended June 30, 2018 when compared to the prior year quarter primarily due to the increase in average outstanding debt related to the issuance of the 6.875% and 7.125% SFC Notes, partially offset by lower interest expense due to a decrease in the weighted average interest rate resulting from the redemption of the OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.

See Notes 8 and 9 of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions and our conduit facilities.

Provision for finance receivable losses increased $24 million for the three months ended June 30, 2018 when compared to the prior year quarter primarily driven by the growth in the loan portfolio. The level of allowance for finance receivables losses as a percentage of net finance receivables has decreased from 2017 due to the continued change in portfolio mix to more secured personal loans, improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.

Other revenues increased $19 million for the three months ended June 30, 2018 primarily due to a higher net loss on repurchase of debt in the prior year quarter.

Acquisition-related transaction and integration costs increased $14 million for the three months ended June 30, 2018 when compared to the prior year quarter primarily due to asset impairment and intangible write-off related to Yosemite.

Other expenses increased $120 million for the three months ended June 30, 2018 when compared to the same period in 2017 primarily due to the non-cash incentive compensation expense of $106 million relating to the rights of certain executives to receive a portion of the cash proceeds from the sale of OMH’s common stock that were beneficially owned by Fortress.

Income taxes totaled $36 million for the three months ended June 30, 2018 compared to $24 million for the same period in 2017. The effective tax rate for the three months ended June 30, 2018 was 83.7% compared to 36.7% for the same period in 2017. The effective tax rate for the three months ended June 30, 2018 differed from the federal statutory rate of 21% primarily due to the effect of discrete expense for non-deductible compensation expense and state income taxes. The effective tax rate for the three months ended June 30, 2017 differed from the then-applicable federal statutory rate of 35% primarily due to the effect of state income taxes.


47




Comparison of Consolidated Results for the Six Months Ended June 30, 2018 and 2017

Interest income increased $236 million for the six months ended June 30, 2018 when compared to the same prior year period due to continued growth in our loan portfolio and higher yield primarily driven by lower amortization of purchase premium on our non-credit impaired finance receivables.

Interest expense increased $15 million for the six months ended June 30, 2018 when compared to the same prior year period primarily due to the increase in average outstanding debt related to the issuance of the 6.875% and 7.125% SFC Notes partially offset by lower interest expense due to a decrease in the weighted average interest rate resulting from the redemption of OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.

See Notes 8 and 9 of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions and our conduit facilities.

Provision for finance receivable losses increased $33 million for the six months ended June 30, 2018 when compared to the same prior year period primarily driven by the growth in the loan portfolio. The level of allowance for finance receivables losses as a percentage of net finance receivables has decreased from 2017 due to the continued change in portfolio mix to more secured personal loans, improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.

Other revenues increased $15 million for the six months ended June 30, 2018 primarily due to higher net losses on repurchase of debt in the prior year period.

Other expenses increased $113 million for the six months ended June 30, 2018 when compared to the same period in 2017 primarily due to the increase in non-cash incentive compensation expense of $106 million relating to the rights of certain executives to receive a portion of the cash proceeds from the sale of OMH’s common stock that were beneficially owned by Fortress.

Income taxes totaled $80 million for the six months ended June 30, 2018 compared to $48 million for the same period in 2017. The effective tax rate for the six months ended June 30, 2018 was 38.0% compared to 39.0% for the same period in 2017. The effective tax rate for the six months ended June 30, 2018 differed from the federal statutory rate of 21% primarily due to the effect of discrete tax expense for non-deductible compensation and state income taxes. The effective tax rate for the six months ended June 30, 2017 differed from the then-applicable federal statutory rate of 35% primarily due to the effect of state income taxes and discrete expense from share-based compensation.


48




NON-GAAP FINANCIAL MEASURES

Adjusted Pretax Income (Loss)

Management uses adjusted pretax income (loss), a non-GAAP financial measure, as a key performance measure of our segments. Management believes adjusted pretax income (loss) is useful in assessing the profitability of our segments and uses adjusted pretax income (loss) in evaluating our operating performance and as a performance goal under the Company’s executive compensation programs. We describe our adjusted pretax income (loss) in our “Results of Operations” of the Management’s Discussion and Analysis of Financial Condition in Part II - Item 7 included in our 2017 Annual Report on Form 10-K.

Adjusted pretax income (loss) is a non-GAAP financial measure and should be considered supplemental to, but not as a substitute for or superior to, income (loss) before income taxes, net income, or other measures of financial performance prepared in accordance with GAAP.

The reconciliations of income (loss) before income taxes on a Segment Accounting Basis to adjusted pretax income (loss) (non-GAAP) by segment were as follows:
(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Consumer and Insurance
 
 
 
 
 
 
 
 
Income before income taxes - Segment Accounting Basis
 
$
154

 
$
144

 
$
327

 
$
286

Adjustments:
 
 
 
 
 
 
 
 
Acquisition-related transaction and integration expenses
 
22

 
14

 
32

 
34

Net loss on repurchases and repayments of debt
 
35

 
16

 
62

 
17

Adjusted pretax income (non-GAAP)
 
$
211

 
$
174

 
$
421

 
$
337

 
 
 
 
 
 
 
 
 
Acquisitions and Servicing
 
 
 
 
 
 
 
 
Income before income taxes - Segment Accounting Basis
 
$

 
$

 
$
1

 
$
1

Adjustments:
 

 

 

 

Adjusted pretax income (non-GAAP)
 
$

 
$

 
$
1

 
$
1

 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
Loss before income tax benefit - Segment Accounting Basis
 
$
(109
)
 
$
(8
)
 
$
(119
)
 
$
(21
)
Adjustments:
 
 
 
 
 
 
 
 
Non-cash incentive compensation expense
 
106

 

 
106

 

Acquisition-related transaction and integration expenses
 

 

 

 
6

Adjusted pretax loss (non-GAAP)
 
$
(3
)
 
$
(8
)
 
$
(13
)
 
$
(15
)

We describe our acquisition-related transaction and integration expenses in our “Results of Operations” of the Management’s Discussion and Analysis of Financial Condition in Part II - Item 7 included in our 2017 Annual Report on Form 10-K.


49




Segment Results    

See Note 16 of the Notes to Condensed Consolidated Financial Statements included in this report for (i) a description of our segments, (ii) reconciliations of segment totals to condensed consolidated financial statement amounts and (iii) methodologies used to allocate revenues and expenses to each segment.

CONSUMER AND INSURANCE

Adjusted pretax income and selected financial statistics for Consumer and Insurance (which are reported on an adjusted Segment Accounting Basis) were as follows:
(dollars in millions)
 
At or for the
Three Months Ended June 30,
 
At or for the
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Interest income
 
$
911

 
$
801

 
$
1,784

 
$
1,599

Interest expense
 
212

 
189

 
406

 
375

Provision for finance receivable losses
 
261

 
234

 
519

 
473

Net interest income after provision for finance receivable losses
 
438

 
378

 
859

 
751

Other revenues
 
141

 
143

 
273

 
281

Other expenses
 
368

 
347

 
711

 
695

Adjusted pretax income (non-GAAP)
 
$
211

 
$
174

 
$
421

 
$
337

 
 
 
 
 
 
 
 
 
Selected Financial Statistics *
 
 

 
 

 
 

 
 

Finance receivables held for investment:
 
 
 
 
 
 
 
 
Net finance receivables
 
$
15,406

 
$
13,856

 
$
15,406

 
$
13,856

Number of accounts
 
2,369,661

 
2,224,930

 
2,369,661

 
2,224,930

Finance receivables held for investment:
 
 
 
 
 
 
 
 
Average net receivables
 
$
15,130

 
$
13,469

 
$
14,995

 
$
13,365

Yield
 
24.14
 %
 
23.85
 %
 
23.99
 %
 
24.12
 %
Gross charge-off ratio
 
7.56
 %
 
7.91
 %
 
7.82
 %
 
8.74
 %
Recovery ratio
 
(0.94
)%
 
(1.01
)%
 
(0.91
)%
 
(1.06
)%
Net charge-off ratio
 
6.62
 %
 
6.90
 %
 
6.91
 %
 
7.68
 %
30-89 Delinquency ratio
 
2.13
 %
 
2.13
 %
 
2.13
 %
 
2.13
 %
Origination volume
 
$
3,216

 
$
2,953

 
$
5,756

 
$
4,765

Number of accounts originated
 
393,561

 
398,240

 
718,291

 
641,892

                                     
*
See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.


50




Comparison of Adjusted Pretax Income for the Three Months Ended June 30, 2018 and 2017

Interest income increased $110 million for the three months ended June 30, 2018 when compared to the prior year quarter due to continued growth in our loan portfolio.

Interest expense increased $23 million for the three months ended June 30, 2018 when compared to the prior year quarter primarily due to the increase in average outstanding debt related to the issuance of the 6.875% and 7.125% SFC Notes, partially offset by lower interest expense due to a decrease in weighted average interest rate resulting from the redemption of the OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.
 
Provision for finance receivable losses increased $27 million for the three months ended June 30, 2018 when compared to the prior year quarter primarily driven by growth in the loan portfolio. The level of allowance for finance receivables losses as a percentage of net finance receivables has decreased from 2017 due to the continued change in portfolio mix to more secured personal loans, improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.

Other expenses increased $21 million for the three months ended June 30, 2018 when compared to the prior year quarter due largely to increased costs commensurate with the growth in our operations.


Comparison of Adjusted Pretax Income for the Six Months Ended June 30, 2018 and 2017

Interest income increased $185 million for the six months ended June 30, 2018 when compared to the same period in 2017 due to continued growth in our loan portfolio.

Interest expense increased $31 million for the six months ended June 30, 2018 when compared to the same prior year period primarily due to the increase in average outstanding debt related to the issuance of 6.875% and 7.125% SFC Notes and, partially offset by lower interest expense due to a decrease in the weighted average interest rate resulting from the redemption of the OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.

Provision for finance receivable losses increased $46 million for the six months ended June 30, 2018 when compared to the same period in 2017 primarily driven by the growth in the loan portfolio. The level of allowance for finance receivables losses as a percentage of net finance receivables has decreased from 2017 due to the continued change in portfolio mix to more secured personal loans, improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.


51




ACQUISITIONS AND SERVICING

Adjusted pretax income (which is reported on an adjusted Segment Accounting Basis) was as follows:
(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Other revenues
 
8

 
10

 
$
17

 
$
22

Other expenses
 
8

 
10

 
16

 
21

Adjusted pretax income (non-GAAP)
 
$

 
$

 
$
1

 
$
1



OTHER

“Other” consists of our non-originating legacy operations, which include other receivables consisting of (i) our liquidating real estate loan portfolio and (ii) our liquidating retail sales finance portfolio.

Adjusted pretax loss of the Other components (which is reported on an adjusted Segment Accounting Basis) was as follows:
(dollars in millions)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Interest income
 
$
5

 
$
6

 
$
9

 
$
12

Interest expense
 
5

 
5

 
9

 
11

Provision for finance receivable losses
 
(3
)
 

 
(5
)
 
1

Net interest income after provision for finance receivable losses
 
3

 
1

 
5

 

Other revenues
 

 
1

 
(2
)
 
1

Other expenses
 
6

 
10

 
16

 
16

Adjusted pretax loss (non-GAAP)
 
$
(3
)
 
$
(8
)
 
$
(13
)
 
$
(15
)

Net finance receivables of the Other components (which are reported on a Segment Accounting Basis) were as follows:
(dollars in millions)
 
June 30,
 
2018
 
2017
Net finance receivables held for investment:
 
 
 
 
Personal loans
 
$

 
$
6

Other receivables
 
131

 
150

Total
 
$
131

 
$
156

 
 
 
 
 
Net finance receivables held for sale:
 
 
 
 
Other receivables
 
$
130

 
$
146



52




Credit Quality    

FINANCE RECEIVABLE COMPOSITION

The following table presents the composition of our finance receivables for each of the Company’s segments on a Segment Accounting Basis, as well as reconciliations to our total net finance receivables on a GAAP basis:
(dollars in millions)
 
Consumer
and
Insurance
 
Other
 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 
 
 
 
 
 
 
Personal loans
 
$
15,406

 
$

 
$
(22
)
 
$
15,384

Other receivables
 

 
131

 
(7
)
 
124

Total
 
$
15,406

 
$
131

 
$
(29
)
 
$
15,508

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Personal loans
 
$
14,820

 
$

 
$
3

 
$
14,823

Other receivables
 

 
142

 
(8
)
 
134

Total
 
$
14,820

 
$
142

 
$
(5
)
 
$
14,957


The largest component of our finance receivables and primary source of our interest income is our personal loan portfolio. Our personal loans are typically non-revolving with a fixed-rate and a fixed, original term of three to six years and are secured by consumer goods, automobiles, or other personal property or are unsecured. We consider the value and concentration of secured loans and the delinquency status of our finance receivables as the primary indicators of credit quality. At June 30, 2018 and December 31, 2017, 44% and 43% of our personal loans were secured by titled collateral, respectively.

Distribution of Finance Receivables by FICO Score

There are many different categorizations used in the consumer lending industry to describe the creditworthiness of a borrower, including prime, non-prime, and sub-prime. We track and analyze the performance of our finance receivable portfolio using many different parameters, including FICO scores, which is widely recognized in the consumer lending industry.

We group FICO scores into the following credit strength categories:

Prime: FICO score of 660 or higher
Non-prime: FICO score of 620-659
Sub-prime: FICO score of 619 or below

Our customers are described as prime at one end of the credit spectrum and sub-prime at the other. Our customers’ demographics are in many respects near the national median but may vary from national norms in terms of credit and repayment histories. Many of our customers have experienced some level of prior financial difficulty or have limited credit experience and require higher levels of servicing and support from our branch network.


53




Our net finance receivables grouped into the following categories based solely on borrower FICO credit scores at the purchase, origination, renewal, or most recently refreshed date were as follows:
(dollars in millions)
 
Personal
Loans
 
Other Receivables
 
Total
 
 
 
 
 
 
 
June 30, 2018
 
 
 
 
 
 
FICO scores
 
 
 
 
 
 
660 or higher
 
$
4,122

 
$
43

 
$
4,165

620-659
 
4,084

 
21

 
4,105

619 or below
 
7,178

 
60

 
7,238

Total
 
$
15,384

 
$
124

 
$
15,508

 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
FICO scores
 
 
 
 
 
 
660 or higher
 
$
3,950

 
$
45

 
$
3,995

620-659
 
3,919

 
22

 
3,941

619 or below
 
6,954

 
67

 
7,021

Total
 
$
14,823

 
$
134

 
$
14,957


DELINQUENCY

We monitor delinquency trends to evaluate the risk of future credit losses and employ advanced analytical tools to manage our exposure and appetite. Our branch team members work with customers through occasional periods of financial difficulty and offer a variety of borrower assistance programs to help customers continue to make payments. Team members also actively engage in collection activities throughout the early stages of delinquency. We closely track and report the percentage of receivables that are contractually 30-89 days past due as a benchmark of portfolio quality, collections effectiveness, and as a strong indicator of losses in coming quarters.

When finance receivables are contractually 60 days past due, we consider these accounts to be at an increased risk for loss and we transfer collection of these accounts to our centralized operations. Use of our centralized operations teams for managing late stage delinquency allows us to apply more advanced collections technologies/ tools and drives operating efficiencies in servicing. At 90 days contractually past due, we consider our finance receivables to be nonperforming.


54




The following table presents (i) delinquency information of the Company’s segments on a Segment Accounting Basis, (ii) reconciliations to our total net finance receivables on a GAAP basis, by number of days delinquent, and (iii) delinquency ratios as a percentage of net finance receivables:
(dollars in millions)
 
Consumer
and
Insurance
 
Other
 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 
 
 
 
 
 
 
Current
 
$
14,785

 
$
101

 
$
(25
)
 
$
14,861

30-59 days past due
 
194

 
9

 
(1
)
 
202

Delinquent (60-89 days past due)
 
134

 
3

 
(1
)
 
136

Performing
 
15,113

 
113

 
(27
)
 
15,199

 
 
 
 
 
 
 
 
 
Nonperforming (90+ days past due)
 
293

 
18

 
(2
)
 
309

Total net finance receivables
 
$
15,406

 
$
131

 
$
(29
)
 
$
15,508

 
 
 
 
 
 
 
 
 
Delinquency ratio
 
 
 
 
 
 
 
 
30-89 days past due
 
2.13
%
 
9.59
%
 
*

 
2.18
%
30+ days past due
 
4.03
%
 
23.15
%
 
*

 
4.17
%
60+ days past due
 
2.77
%
 
16.15
%
 
*

 
2.87
%
90+ days past due
 
1.90
%
 
13.56
%
 
*

 
1.99
%
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Current
 
$
14,119

 
$
109

 
$

 
$
14,228

30-59 days past due
 
205

 
9

 
(2
)
 
212

Delinquent (60-89 days past due)
 
157

 
4

 
(1
)
 
160

Performing
 
14,481

 
122

 
(3
)
 
14,600

 
 
 
 
 
 
 
 
 
Nonperforming (90+ days past due)
 
339

 
20

 
(2
)
 
357

Total net finance receivables
 
$
14,820

 
$
142

 
$
(5
)
 
$
14,957

 
 
 
 
 
 
 
 
 
Delinquency ratio
 
 
 
 
 
 
 
 
30-89 days past due
 
2.44
%
 
8.60
%
 
*

 
2.49
%
30+ days past due
 
4.73
%
 
22.75
%
 
*

 
4.88
%
60+ days past due
 
3.35
%
 
16.66
%
 
*

 
3.46
%
90+ days past due
 
2.29
%
 
14.15
%
 
*

 
2.39
%
                                      
*
Not applicable.


55




ALLOWANCE FOR FINANCE RECEIVABLE LOSSES

We record an allowance for finance receivable losses to cover incurred losses on our finance receivables. Our allowance for finance receivable losses may fluctuate based upon our continual review of the growth, credit quality, and collateral mix of the finance receivable portfolios and changes in economic conditions.

Changes in the allowance for finance receivable losses for each of the Company’s segments on a Segment Accounting Basis, as well as reconciliations to our total allowance for finance receivable losses on a GAAP basis, were as follows:
(dollars in millions)
 
Consumer
and
Insurance
 
Other
 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
718

 
$
32

 
$
(61
)
 
$
689

Provision for finance receivable losses
 
261

 
(3
)
 
2

 
260

Charge-offs
 
(285
)
 

 
7

 
(278
)
Recoveries
 
35

 
1

 
(5
)
 
31

Balance at end of period
 
$
729

 
$
30

 
$
(57
)
 
$
702

 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
694

 
$
30

 
$
(58
)
 
$
666

Provision for finance receivable losses
 
234

 

 
2

 
236

Charge-offs
 
(266
)
 
(4
)
 
15

 
(255
)
Recoveries
 
35

 
1

 
(7
)
 
29

Balance at end of period
 
$
697

 
$
27

 
$
(48
)
 
$
676

 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
724

 
$
35

 
$
(62
)
 
$
697

Provision for finance receivable losses
 
519

 
(5
)
 

 
514

Charge-offs
 
(582
)
 
(2
)
 
16

 
(568
)
Recoveries
 
68

 
2

 
(11
)
 
59

Balance at end of period
 
$
729

 
$
30

 
$
(57
)
 
$
702

 
 
 
 
 
 
 
 
 
Allowance ratio
 
4.73
%
 
22.76
%
 
(a)

 
4.53
%
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
732

 
$
31

 
$
(74
)
 
$
689

Provision for finance receivable losses
 
473

 
1

 
7

 
481

Charge-offs
 
(579
)
 
(6
)
 
33

 
(552
)
Recoveries
 
71

 
1

 
(14
)
 
58

Balance at end of period
 
$
697

 
$
27

 
$
(48
)
 
$
676

 
 
 
 
 
 
 
 
 
Allowance ratio
 
5.03
%
 
17.69
%
 
(a)

 
4.81
%
                                      
(a)
Not applicable.


56




The current delinquency status of our finance receivable portfolio, inclusive of recent borrower performance, the collateral mix, along with the volume of our TDR activity, and the level and recoverability of collateral securing our finance receivable portfolio are the primary drivers that can cause fluctuations in our allowance for finance receivable losses from period to period. We monitor the allowance ratio to ensure we have a sufficient level of allowance for finance receivable losses to cover estimated incurred losses in our finance receivable portfolio. The level of allowance for finance receivables losses as a percentage of net finance receivables has decreased from 2017 due to the continued change in portfolio mix to more secured personal loans, improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.

See Note 4 of the Notes to Condensed Consolidated Financial Statements included in this report for more information about the changes in the allowance for finance receivable losses.

TDR FINANCE RECEIVABLES

We make modifications to our finance receivables to assist borrowers during times of financial difficulties. When we modify a loan’s contractual terms for economic or other reasons related to the borrower’s financial difficulties and grant a concession that we would not otherwise consider, we classify that loan as a TDR finance receivable.

Information regarding TDR finance receivables held for investment for each of the Company’s segments on a Segment Accounting Basis, as well as reconciliations to information regarding our total TDR finance receivables held for investment on a GAAP basis, were as follows:
(dollars in millions)
 
Consumer
and
Insurance
 
Other
 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 
 
 
 
 
 
 
TDR net finance receivables
 
$
508

 
$
73

 
$
(152
)
 
$
429

Allowance for TDR finance receivable losses
 
205

 
23

 
(58
)
 
170

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
TDR net finance receivables
 
$
481

 
$
74

 
$
(188
)
 
$
367

Allowance for TDR finance receivable losses
 
191

 
26

 
(70
)
 
147


The allowance for non-TDR finance receivable losses continues to reflect our historical loss coverage.


57




Liquidity and Capital Resources    

SOURCES OF FUNDS

We finance the majority of our operating liquidity and capital needs through a combination of cash flows from operations, securitization debt, borrowings from conduit facilities, unsecured debt and equity, and may also utilize other corporate debt facilities in the future. As a holding company, all of the funds generated from our operations are earned by our operating subsidiaries.

Redemption of OMFH 2019 Notes

On December 8, 2017, OMFH issued a notice of redemption to redeem all $700 million outstanding principal amount of OMFH’s 6.75% Senior Notes due 2019 at a redemption price equal to 103.375%, plus accrued and unpaid interest to the redemption date. The notes were redeemed on January 8, 2018. In connection with the redemption, we recognized approximately $1 million of net loss on repurchases and repayments of debt for the six months ended June 30, 2018.

Redemption of OMFH 2021 Notes

On March 19, 2018, OMFH provided notice of redemption to redeem $400 million in aggregate principal amount of OMFH Notes due 2021 on April 18, 2018 at a redemption price in cash equal to the sum of (i) 103.625% of the principal amount of the notes and (ii) any accrued and unpaid interest to the redemption date on the principal amount. These notes were redeemed on April 18, 2018. In connection with the redemption, we recognized approximately $4 million of net loss on repurchases and repayments of debt for the six months ended June 30, 2018.

On May 14, 2018, OMFH provided notice of redemption to redeem the remaining $400 million in aggregate principal amount of the OMFH Notes due 2021 on June 13, 2018, at a redemption price in cash equal to the sum of (i) 103.625% of the principal amount of the notes and (ii) any accrued and unpaid interest to the redemption date on the principal amount. These notes were redeemed on June 13, 2018. In connection with the redemption, we recognized approximately $3 million of net loss on repurchase and repayments of debt for the six months ended June 30, 2018.

Termination of First Avenue Funding LLC

On June 10, 2018, First Avenue Funding LLC voluntarily terminated its note purchase agreement.

Termination of OneMain Financial B6 Warehouse Trust

On February 2, 2018, OneMain Financial B6 Warehouse Trust voluntarily terminated its note purchase agreement. Concurrently with such termination, we entered into a loan and security agreement with OneMain Financial Funding VIII, LLC with the same third party lenders who were party to the terminated note purchase agreement with the OneMain Financial B6 Warehouse Trust. Under the loan and security agreement with OneMain Financial Funding VIII, LLC, we may borrow up to a maximum principal balance of $450 million.

SFC’s Offering of 6.875% Senior Notes Due 2025

On March 12, 2018, SFC issued $1.25 billion aggregate principal amount of the 6.875% SFC Notes under the SFC Base Indenture, as supplemented by the SFC Fifth Supplemental Indenture, pursuant to which OMH provided a guarantee of the 6.875% SFC Notes on an unsecured basis. SFC used the net proceeds from the sale of the 6.875% SFC Notes for general corporate purposes, which included debt repurchases. See Note 8 of the Notes to the Condensed Consolidated Financial Statements included in this report for further information of the issuance.

SFC’s Offering of 7.125% Senior Notes Due 2026

On May 11, 2018, SFC issued $900 million aggregate principal amount of 7.125% SFC Notes under the SFC Base Indenture, as supplemented by the SFC Sixth Supplemental Indenture, pursuant to which OMH provided a guarantee of the 7.125% SFC Notes on an unsecured basis. SFC used the net proceeds from the sale of the 7.125% SFC Notes to redeem the remaining $400 million in aggregate principal amount of the OMFH 7.25% Senior Notes due 2021 and will use the remaining proceeds for other general corporate purposes, which may include other debt repurchases and repayments. See Note 8 of the Notes to the Condensed Consolidated Financial Statements included in this report for further information of the issuance.

58




Securitizations and Borrowings from Revolving Conduit Facilities

During the six months ended June 30, 2018, we completed two consumer loan securitizations. At June 30, 2018, we had approximately $9.2 billion in UPB of finance receivables pledged as collateral for our securitization transactions.

During the six months ended June 30, 2018, we (i) terminated two revolving conduit agreements, (ii) entered into two new conduit facilities, (iii) extended the revolving period on three existing conduit facilities, and (iv) amended three existing conduit facilities to increase the maximum principal balance.

See Notes 8 and 9 of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, loan securitization transactions and conduit facilities.

Subsequent to June 30, 2018, we completed the following transactions:

On July 5, 2018, we borrowed $50 million under the loan and security agreement with Thur River Funding, LLC.

On July 24, 2018, we issued $947 million in notes backed by direct auto loans (“ODART 2018-1”). The maturity dates of the ODART 2018-1 notes occur in December 2024 with respect to the Class A notes, April 2025 with respect to the Class B notes, October 2025 with respect to the Class C notes and January 2028 with respect to the Class D notes. We initially retained approximately $47 million distributed among each class of the notes.

On August 1, 2018, we amended the loan and security agreement with OneMain Financial Funding VIII, LLC to, among other things, (i) increase the advance maximum balance from $450 million to $650 million and (ii) extend the revolving period ending January 2021 to August 2021 thereby extending the final maturity to September 2023.

USES OF FUNDS

Our operating subsidiaries’ primary cash needs relate to funding our lending activities, our debt service obligations, our operating expenses (including acquisition-related transaction and integration expenses), payment of insurance claims and, to a lesser extent, expenditures relating to upgrading and monitoring our technology platform, risk systems, and branch locations.

At June 30, 2018, we had $556 million of cash and cash equivalents, which included $271 million of cash and cash equivalents held at our regulated insurance subsidiaries or for other operating activities that is unavailable for general corporate purposes.

At June 30, 2018, we had $1.7 billion of investment securities, which are all held as part of our insurance operations and are unavailable for general corporate purposes.

During the six months ended June 30, 2018, we generated net income of $131 million. Our net cash outflow from operating and investing activities totaled $296 million for the six months ended June 30, 2018. At June 30, 2018, our remaining scheduled principal and interest payments for 2018 on our existing debt (excluding securitizations) totaled $234 million. As of June 30, 2018, we had $6.2 billion UPB of unencumbered personal loans and $308 million UPB of unencumbered real estate loans (including $182 million held for sale).

Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our businesses and repay our obligations as they become due for at least the next 12 months.

See Notes 8 and 9 of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, loan securitization transactions and conduit facilities.

We have previously purchased portions of our unsecured indebtedness, and we may elect to purchase additional portions of our unsecured indebtedness in the future. Future purchases may be made through the open market, privately negotiated transactions with third parties, or pursuant to one or more tender or exchange offers, all of which are subject to terms, prices, and consideration we may determine.


59




We have not paid dividends since our initial public offering in 2013. However, we plan to evaluate the potential for capital distributions in 2018 based on the achievement of our liquidity and target leverage objectives, among other factors. Any capital distribution, including any declaration and payment of future dividends to holders of our common stock, will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that our board of directors deems relevant. There can be no assurances that we will make any capital distributions in 2018 or at any time thereafter and, even if we make capital distributions in 2018, there can be no assurances that we will continue to do so in the future.

LIQUIDITY

Operating Activities

Net cash provided by operations of $944 million for the six months ended June 30, 2018 reflected net income of $131 million, the impact of non-cash items, and a favorable change in working capital of $22 million. Net cash provided by operations of $740 million for the six months ended June 30, 2017 reflected net income of $75 million, the impact of non-cash items, and an unfavorable change in working capital of $24 million.

Investing Activities

Net cash used for investing activities of $1.2 billion for the six months ended June 30, 2018 was primarily due to net principal originations of finance receivables held for investment and held for sale and purchases of available-for-sale securities, partially offset by calls, sales and maturities of available-for-sale securities. Net cash used for investing activities of $854 million for the six months ended June 30, 2017 was primarily due to net principal originations of finance receivables held for investment and held for sale and purchases of available-for-sale securities, partially offset by calls, sales and maturities of available-for-sale securities.

Financing Activities

Net cash used for financing activities of $46 million for the six months ended June 30, 2018 was primarily due to net repayments of long-term debt. Net cash provided by financing activities of $374 million for the six months ended June 30, 2017 was primarily due to net issuances of long-term debt, including SFC’s offerings of the 6.125% SFC Notes in May of 2017.

Liquidity Risks and Strategies

SFC’s and OMFH’s credit ratings are non-investment grade, which have a significant impact on our cost of, and access to, capital. This, in turn, can negatively affect our ability to manage our liquidity and our ability or cost to refinance our indebtedness.

There are numerous risks to our financial results, liquidity, capital raising, and debt refinancing plans, some of which may not be quantified in our current liquidity forecasts. These risks include, but are not limited to, the following:

our inability to grow or maintain our personal loan portfolio with adequate profitability;
the effect of federal, state and local laws, regulations, or regulatory policies and practices;
potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans; and
the potential for disruptions in the debt and equity markets.

The principal factors that could decrease our liquidity are customer delinquencies and defaults, a decline in customer prepayments, and a prolonged inability to adequately access capital market funding. We intend to support our liquidity position by utilizing some or all the following strategies:

maintaining disciplined underwriting standards and pricing for loans we originate or purchase and managing purchases of finance receivables;
pursuing additional debt financings (including new securitizations and new unsecured debt issuances, debt refinancing transactions and revolving conduit facilities), or a combination of the foregoing;

60




purchasing portions of our outstanding indebtedness through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine; and
obtaining new and extending existing secured revolving facilities to provide committed liquidity in case of prolonged market fluctuations.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

OUR INSURANCE SUBSIDIARIES

Our insurance subsidiaries are subject to state regulations that limit their ability to pay dividends. State law restricts the amounts that Merit and Yosemite may pay as dividends without prior notice to the Indiana DOI and the amounts that AHL and Triton may pay as dividends without prior notice to the Texas DOI. The maximum amount of dividends, referred to as “ordinary dividends,” for an Indiana or Texas domiciled life insurance company that can be paid without prior approval in a 12 month period (measured retrospectively from the date of payment) is the greater of: (i) 10% of policyholders’ surplus as of the prior year-end or (ii) the statutory net gain from operations as of the prior year-end. Any amount greater must be approved by the Indiana DOI or Texas DOI prior to its payment. The maximum ordinary dividends for an Indiana or Texas domiciled property and casualty insurance company that can be paid without prior approval in a 12 month period (measured retrospectively from the date of payment) is the greater of: (i) 10% of policyholders’ surplus as of the prior year-end or (ii) the statutory net income. Any amount greater must be approved by the Indiana DOI or Texas DOI prior to its payment. These approved dividends are called “extraordinary dividends.” Our insurance subsidiaries did not pay any dividends during the six months ended June 30, 2018 and 2017.

DEBT COVENANTS

SFC Debt Agreements

The debt agreements to which SFC and its subsidiaries are a party include customary terms and conditions, including covenants and representations and warranties. Some or all of these agreements also contain certain restrictions, including (i) restrictions on the ability to create senior liens on property and assets in connection with any new debt financings and (ii) SFC’s ability to sell or convey all or substantially all of its assets, unless the transferee assumes SFC’s obligations under the applicable debt agreement. In addition, the OMH guarantees of SFC’s long-term debt discussed above are subject to customary release provisions.

With the exception of SFC’s junior subordinated debenture, none of our debt agreements require SFC or any of its subsidiaries to meet or maintain any specific financial targets or ratios. However, certain events, including non-payment of principal or interest, bankruptcy or insolvency, or a breach of a covenant or a representation or warranty, may constitute an event of default and trigger an acceleration of payments. In some cases, an event of default or acceleration of payments under one debt agreement may constitute a cross-default under other debt agreements resulting in an acceleration of payments under the other agreements.

As of June 30, 2018, SFC was in compliance with all of the covenants under its debt agreements.

Junior Subordinated Debenture

In January of 2007, SFC issued the Junior Subordinated Debenture, consisting of $350 million aggregate principal amount of 60-year junior subordinated debt. The Junior Subordinated Debenture underlies the trust preferred securities sold by a trust sponsored by SFC. SFC can redeem the Junior Subordinated Debenture at par beginning in January of 2017. The interest rate on the UPB of the Junior Subordinated Debenture consists of a variable floating rate (determined quarterly) equal to 3-month LIBOR plus 1.75%, or 4.10% as of June 30, 2018.

Pursuant to the terms of the Junior Subordinated Debenture, upon the occurrence of a mandatory trigger event, SFC is required to defer interest payments to the holders of the Junior Subordinated Debenture (and not make dividend payments to SFI) unless SFC obtains non-debt capital funding in an amount equal to all accrued and unpaid interest on the Junior Subordinated Debenture otherwise payable on the next interest payment date and pays such amount to the holders of the Junior Subordinated Debenture. A mandatory trigger event occurs if SFC’s (i) tangible equity to tangible managed assets is less than 5.5% or (ii) average fixed charge ratio is not more than 1.10x for the trailing four quarters.


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Based upon SFC’s financial results for the three months ended June 30, 2018, a mandatory trigger event did not occur with respect to the interest payment due in July of 2018, as SFC was in compliance with both required ratios discussed above.

OMFH Debt Agreements

On June 13, 2018, OMFH redeemed the remaining principal amount of the OMFH Notes due 2021 and received notice of satisfaction and discharge with respect to the OMFH Notes. As of June 30, 2018, OMFH is no longer subject to the covenants or other terms of the OMFH Indenture.

Structured Financings

We execute private securitizations under Rule 144A of the Securities Act of 1933. See Note 9 of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our structured financings.

In addition to the structured financings, we had access to 10 conduit facilities with a total borrowing capacity of $5.4 billion as of June 30, 2018, as discussed in Note 9 of the Notes to Condensed Consolidated Financial Statements included in this report. At June 30, 2018, no amounts were drawn under these facilities.

See “Liquidity and Capital Resources - Sources of Funds - Securitizations and Borrowings from Revolving Conduit Facilities” above for information on the securitization and conduit transactions completed subsequent to June 30, 2018.

Our overall funding costs are positively impacted by our increased usage of securitizations, as we typically execute these transactions at interest rates below those of our unsecured debt.

Off-Balance Sheet Arrangements    

We have no material off-balance sheet arrangements as defined by SEC rules. We had no off-balance sheet exposure to losses associated with unconsolidated VIEs at June 30, 2018 or December 31, 2017, other than certain representations and warranties associated with the sales of the mortgage-backed retained certificates during 2014. As of June 30, 2018, we had no repurchase activity related to these sales.

Critical Accounting Policies and Estimates    

We describe our significant accounting policies used in the preparation of our consolidated financial statements in Note 3 of the Notes to Consolidated Financial Statements in Part II - Item 8 included in our 2017 Annual Report on Form 10-K. We consider the following policies to be our most critical accounting policies because they involve critical accounting estimates and a significant degree of management judgment:

allowance for finance receivable losses;
purchased credit impaired finance receivables;
TDR finance receivables;
fair value measurements; and
goodwill and other intangible assets.

There have been no material changes to our critical accounting policies or to our methodologies for deriving critical accounting estimates during the six months ended June 30, 2018.

Recent Accounting Pronouncements    

See Note 2 of the Notes to Condensed Consolidated Financial Statements included in this report for discussion of recently issued accounting pronouncements.

Seasonality    

Our personal loan volume is generally highest during the second and fourth quarters of the year, primarily due to marketing efforts, seasonality of demand, and increased traffic in branches after the winter months. Demand for our personal loans is usually lower in January and February after the holiday season and as a result of tax refunds. Delinquencies on our personal loans are generally lowest in the first quarter and tend to rise throughout the remainder of the year. These seasonal trends contribute to fluctuations in our operating results and cash needs throughout the year.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.    

There have been no material changes to our market risk previously disclosed in Part II - Item 7A included in our 2017 Annual Report on Form 10-K.

Item 4. Controls and Procedures.    

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of June 30, 2018, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This evaluation was conducted under the supervision of, and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based on our evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2018 to provide the reasonable assurance described above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.    

See Note 14 of the Notes to Condensed Consolidated Financial Statements included in this report.

Item 1A. Risk Factors.    

There have been no material changes to our risk factors included in Part I, Item 1A of our 2017 Annual Report on Form 10-K, other than as set forth below.

The risk factors under the heading “Risks Related to the Apollo-Värde Transaction” are hereby amended and restated with the following:

Uncertainties regarding the effects of the Apollo-Värde Transaction could adversely affect our business and financial results.

The Apollo-Värde Transaction closed on June 25, 2018. Uncertainty about the effects of the Apollo-Värde Transaction on counterparties to contracts, employees and other parties may have an adverse effect on us. These uncertainties could cause contract counterparties and others who deal with us to seek to change existing business relationships with us, and may impair our ability to attract, retain and motivate key personnel for a period of time following the completion of the Apollo-Värde Transaction. In addition, the transition and integration process following the completion of the Apollo-Värde Transaction may place a significant burden on management and internal resources. Any significant diversion of management attention away from our ongoing business and any difficulties encountered during the transition and integration process could adversely affect our financial results following the completion of the Apollo-Värde Transaction.

The first, fourth and fifth risk factors under the heading “Risks Related to Our Organization and Structure” are hereby amended and restated with the following:

The Apollo-Värde Group is our largest stockholder, and the Apollo-Värde Group may exercise significant influence over us, including through its ability to designate a majority of the members of our board of directors, and its interests may conflict with the interests of our other stockholders.

On June 25, 2018, the Apollo-Värde Group completed its purchase of 54,937,500 shares beneficially owned by SFH, representing approximately 40.5% of our outstanding common stock as of such date. As a result, the Apollo-Värde Group is our largest stockholder and has significant influence on all matters requiring a stockholder vote, including the election of our directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders, including delaying, deterring or preventing a change in control of us or a merger, takeover or other business combination that may be otherwise favorable to us or our other stockholders. In addition, this concentration of share ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders.

In connection with the closing of the Apollo-Värde Transaction, we entered into an amended and restated stockholders agreement (the “stockholders agreement”) with the Apollo-Värde Group, which provides the Apollo-Värde Group with the right to designate a majority of the members of our board of directors, plus one director, for so long as the Apollo-Värde Group and certain of its affiliates and permitted transferees continue to beneficially own, directly or indirectly, at least 33% of our issued and outstanding common stock. With such representation on our board of directors, the Apollo-Värde Group will be able to exercise significant influence over decisions affecting us, including our direction and policies, the appointment of management and any action requiring the vote of our board of directors, including significant corporate action such as mergers and sales of substantially all of our assets and decisions affecting our capital structure.  The interests of the Apollo-Värde Group may not always coincide with our interests or the interests of our other stockholders. Apollo-Värde Group may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders.


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In addition, the Apollo-Värde Group and its affiliates may conduct business with any business that is competitive or in the same line of business as us, do business with any of our clients, customers or vendors, make investments in the kind of property in which we may make investments or acquire the same or similar types of assets that we may seek to acquire. Affiliates of the Apollo-Värde Group are in the business of making or advising on investments in companies and may hold, and from time to time in the future may acquire, interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or are vendors or customers of ours. The Apollo-Värde Group may also pursue acquisitions that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Certain provisions of a stockholders agreement with the Apollo-Värde Group, our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

In connection with the closing of the Apollo-Värde Transaction, we entered into the stockholders agreement with the Apollo-Värde Group. Certain provisions of the stockholders agreement, our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock. These provisions, among others, provide for:

a classified board of directors with staggered three-year terms;

removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as the Apollo-Värde Group and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the then issued and outstanding voting interest of stockholders entitled to vote);

provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as the Apollo-Värde Group and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders);

advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

under the stockholders agreement, certain rights to the Apollo-Värde Group and certain of its affiliates and permitted transferees with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint a majority of the members of our board of directors, plus one director, for so long as the Apollo-Värde Group and certain of its affiliates and permitted transferees continue to beneficially own, directly or indirectly at least 33% of our issued and outstanding common stock;

no provision in our restated certificate of incorporation or amended and restated bylaws permits cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;

our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as the Apollo-Värde Group and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including the Apollo-Värde Group’s proportionate interest in shares of our common stock held by the SFH), our stockholders may act without a meeting by written consent of a majority of our stockholders; and

under our restated certificate of incorporation, our board of directors has authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.


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In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by the Apollo-Värde Group, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and the ability of public stockholders to realize any potential change of control premium.

Certain of our stockholders have the right to engage or invest in the same or similar businesses as us.

The Apollo-Värde Group and its affiliates engage in other investments and business activities in addition to their ownership of us. Under our restated certificate of incorporation, the Apollo-Värde Group and its affiliates have the right, and have no duty to abstain from exercising such right, to engage or invest in the same or similar businesses as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees. If the Apollo-Värde Group and its affiliates, or any of their respective officers, directors or employees, acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates.

In the event that any of our directors and officers who is also a director, officer or employee of any of the Apollo-Värde Group or its affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acts in good faith, then even if the Apollo-Värde Group or its affiliates pursues or acquires the corporate opportunity or if the Apollo-Värde Group or its affiliates do not present the corporate opportunity to us, such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us.

The third risk factor under the heading “Risks Related to Our Common Stock” is hereby amended and restated with the following:

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

As of June 30, 2018, approximately 40.5% of our outstanding common stock was held by the Apollo-Värde Group and, subject to certain restrictions set forth in the stockholders agreement, can be resold into the public markets in the future in accordance with the requirements of the Securities Act of 1933, as amended. A decline in the price of our common stock, whether as a result of sale of stock by the Apollo-Värde Group or otherwise, might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.    

None.

Item 3. Defaults Upon Senior Securities.    

None.

Item 4. Mine Safety Disclosures.    

Not applicable.

Item 5. Other Information.    

None.


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Item 6. Exhibits.    
Exhibit Number
 
Description
 
 
 
 
 
 
 
 

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T:
   (i) Condensed Consolidated Balance Sheets,
   (ii) Condensed Consolidated Statements of Operations,
   (iii) Condensed Consolidated Statements of Comprehensive Income (Loss),
   (iv) Condensed Consolidated Statements of Shareholders’ Equity,
   (v) Condensed Consolidated Statements of Cash Flows, and
   (vi) Notes to Condensed Consolidated Financial Statements.

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Signature    

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
ONEMAIN HOLDINGS, INC.
 
 
 
(Registrant)
 
 
 
 
Date:
August 3, 2018
 
By:
/s/ Scott T. Parker
 
 
 
 
Scott T. Parker
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
(Duly Authorized Officer and Principal Financial Officer)

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