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

FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018March 31, 2019

OR

¨oTRANSITION 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)

Delaware27-3379612
(State of Incorporation)(I.R.S. Employer Identification No.)
  
601 N.W. Second Street, Evansville, IN47708
(Address of principal executive offices)(Zip Code)

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


Indicate by check mark whether the registrantregistrant: (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 þNo 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, a 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

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 oNo þ

At October 26, 2018, there were 135,794,189 shares of the registrant’s common stock, $0.01 par value, outstanding.

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareOMFNew York Stock Exchange LLC
At April 30, 2019, there were 136,093,799 shares of the registrant’s common stock, $0.01 par value, outstanding.
 


TABLE OF CONTENTS

GLOSSARY
 
3
   
PART I — FINANCIAL INFORMATION
 
   
Item 1.
Financial Statements (Unaudited)
 
 
Condensed Consolidated Balance Sheets
6
 
Condensed Consolidated Statements of Operations
7
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
8
 
Condensed Consolidated Statements of Shareholders’ Equity
9
 
Condensed Consolidated Statements of Cash Flows
10
 
Notes to the Condensed Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4032
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
6151
Item 4.
Controls and Procedures
6151
   
PART II — OTHER INFORMATION
 
   
Item 1.
Legal Proceedings
6151
Item 1A.
Risk Factors
6151
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
6152
Item 3.
Defaults Upon Senior Securities
6252
Item 4.
Mine Safety Disclosures
6252
Item 5.
Other Information
6252
Item 6.
ExhibitsExhibit Index
6253
   
SIGNATURE
6354


2

Table of Contents

GLOSSARY
Terms and abbreviations used in this report are defined below.
Term or Abbreviation Definition
   
20172018 Annual Report on Form
10-K
 Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2018, filed with the SEC on February 21, 201815, 2019
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$500 million of 6.125% Senior Notes due 2022 issued by SFC on May 15, 2017 and $500 million of 6.125% Senior Notes due 2022 issued by SFC on May 30, 2017 and, in each case, guaranteed by OMH
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 $700 million of 7.125% Senior Notes due 2026 issued by SFC on August 10, 2018 and, in each case, guaranteed by OMH
8.25% SFC Notes2024 $1.0 billion of 8.25%6.125% Senior Notes due 20202024 issued by SFC on April 11, 2016February 22, 2019 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
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.
AIG Share Sale Transaction sale by SFH of 4,179,678 shares of OMH common stock pursuant to an Underwriting Agreement entered into February 21, 2018 among OMH, SFH and Morgan Stanley & Co. LLC
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 daily debt balance 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
BCFPBureau of Consumer Financial Protection, formerly known as Consumer Financial Protection Bureau (CFPB)
Blackstone collectively, BTO Willow Holdings II, L.P. and Blackstone Family Tactical Opportunities Investment Partnership—NQ—ESC L.P.
BPSbasis points
CDO collateralized debt obligations
CitigroupCitiFinancial Credit Company
CMBS commercial mortgage-backed securities
Dodd-Frank ActContribution On June 22, 2018, SFC entered into a Contribution Agreement with SFI, a wholly-owned subsidiary of OMH. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection ActContribution Agreement, Independence was contributed by SFI to SFC.
Exchange Act Securities Exchange Act of 1934, as amended
FA Loanspurchased credit impaired finance receivables related to the Fortress Acquisition
FASB Financial Accounting Standards Board
FHLBFebruary 2019 Real Estate Loan Sale Federal Home Loan BankSFC and certain of its subsidiaries sold a portfolio of real estate loans with a carrying value of $16 million, classified in finance receivables held for sale, for aggregate cash proceeds of $19 million on February 5, 2019.
FICO score a credit score created by Fair Isaac Corporation
Fixed charge ratioearnings 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

Term or AbbreviationDefinition
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
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
Indenturethe SFC Base Indenture, together with all subsequent Supplemental Indentures
Independence Independence Holdings, LLC
Indiana DOI Indiana Department of Insurance
Investment Company ActInvestment Company Act of 1940

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Term or AbbreviationDefinition
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
NationstarNationstar 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
NRZNew Residential Investment Corp.
ODART OneMain Direct Auto Receivables Trust
OM Loanspurchased credit impaired personal loans acquired in the OneMain Acquisition
OMFHOneMain Financial Holdings, LLC
OMFH IndentureIndenture 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 Notescollectively, $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 IndentureSecond Supplemental Indenture dated as of November 8, 2016, to the OMFH Indenture
OMFIT OneMain Financial Issuance Trust
OMH OneMain Holdings, Inc.
OneMain OMFH,OneMain Financial Holdings, LLC, 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
PRSUsperformance-based RSUs
Recovery ratio annualized recoveries on net charge-offs as a percentage of average net receivables
Retail sales finance portfolio collectively, retail sales finance 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 IndentureFirst Supplemental Indenture dated as of December 3, 2014, to the SFC Base Indenture
SFC Fourth Supplemental IndentureFourth Supplemental Indenture dated as of December 8, 2017, to the SFC Base Indenture
SFC Fifth Supplemental IndentureFifth Supplemental Indenture dated as of March 12, 2018, to the SFC Base Indenture

Term or AbbreviationDefinition
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
SFC Second Supplemental IndentureSecond 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 SixthSeventh Supplemental Indenture SixthSeventh Supplemental Indenture, dated as of May 11, 2018,February 22, 2019, to the SFC Base Indenture
SFC Third Supplemental IndentureThird Supplemental Indenture dated as of May 15, 2017, to the SFC Base Indenture
SFC Trust Guaranty Agreementagreement 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 a 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 Salethe 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
Tangible equitytotal equity less accumulated other comprehensive income or loss
Tangible managed assetstotal assets less goodwill and other intangible assets
Tax Act Public Law 115-97 amending the Internal Revenue Code of 1986

4

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Term or AbbreviationDefinition
TDR finance receivables 
troubled debt restructured finance receivables. Debt restructuring in which a concession is granted to the borrower as a result of economic or legal reasons related to the borrower’s financial difficulties.
Texas DOITexas Department of Insurance
Triton Triton Insurance Company, an insurance subsidiary of OMFH
Trust preferred securitiescapital 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 chargesthe 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
YosemiteYosemite Insurance Company, an insurance subsidiary of SFC

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.    

Item 1. Financial Statements.
ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)

    
(dollars in millions, except par value amount) September 30,
2018		 December 31,
2017		 March 31,
2019		 December 31,
2018
        
Assets  
  
  
  
Cash and cash equivalents $1,243
 $987
 $1,709
 $679
Investment securities 1,707
 1,697
 1,743
 1,694
Net finance receivables:  
  
Personal loans (includes loans of consolidated VIEs of $9.0 billion in 2018 and $9.8 billion in 2017) 15,750
 14,823
Other receivables —
 134
Net finance receivables 15,750
 14,957
Net finance receivables (includes loans of consolidated VIEs of $9.1 billion in 2019 and $8.5 billion in 2018) 16,136
 16,164
Unearned insurance premium and claim reserves (631) (590) (668) (662)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $451 million in 2018 and $465 million in 2017) (706) (697)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $430 million in 2019 and $444 million in 2018) (733) (731)
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses 14,413
 13,670
 14,735
 14,771
Finance receivables held for sale 207
 132
 78
 103
Restricted cash and restricted cash equivalents (includes restricted cash and restricted cash equivalents of consolidated VIEs of $478 million in 2018 and $482 million in 2017) 495
 498
Restricted cash and restricted cash equivalents (include restricted cash and restricted cash equivalents of consolidated VIEs of $558 million in 2019 and $479 million in 2018) 575
 499
Goodwill 1,422
 1,422
 1,422
 1,422
Other intangible assets 398
 440
 372
 388
Other assets 583
 587
 724
 534
Total assets $20,468
 $19,433
 $21,358
 $20,090
Liabilities and Shareholders’ Equity  
  
  
  
Long-term debt (includes debt of consolidated VIEs of $8.1 billion in 2018 and $8.7 billion in 2017) $15,731
 $15,050
Long-term debt (includes debt of consolidated VIEs of $8.1 billion in 2019 and $7.5 billion in 2018) $16,117
 $15,178
Insurance claims and policyholder liabilities 689
 737
 642
 685
Deferred and accrued taxes 24
 45
 81
 45
Other liabilities (includes other liabilities of consolidated VIEs of $15 million in 2018 and $14 million in 2017) 384
 323
Other liabilities (includes other liabilities of consolidated VIEs of $16 million in 2019 and $14 million in 2018) 568
 383
Total liabilities 16,828
 16,155
 17,408
 16,291
Commitments and contingent liabilities (Note 14) 

 
Commitments and contingent liabilities (Note 13) 

 
        
Shareholders’ equity:  
  
  
  
Common stock, par value $.01 per share; 2,000,000,000 shares authorized, 135,791,943 and 135,349,638 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively 1
 1
Common stock, par value $.01 per share; 2,000,000,000 shares authorized, 136,082,463 and 135,832,278 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively 1
 1
Additional paid-in capital 1,678
 1,560
 1,682
 1,681
Accumulated other comprehensive income (loss) (22) 11
Accumulated other comprehensive loss (2) (34)
Retained earnings 1,983
 1,706
 2,269
 2,151
Total shareholders’ equity 3,640
 3,278
 3,950
 3,799
Total liabilities and shareholders’ equity $20,468
 $19,433
 $21,358
 $20,090

See Notes to the Condensed Consolidated Financial Statements (Unaudited).Statements.

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(dollars in millions, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30,
 Three Months Ended March 31,
(dollars in millions, except per share amounts) 2018 2017 2018 2017 2019 2018
   
   
   
Interest income:            
Finance charges $930
 $805
 $2,692
 $2,329
 $953
 $859
Finance receivables held for sale originated as held for investment 3
 3
 8
 10
Finance receivables held for sale 3
 3
Total interest income 933
 808
 2,700
 2,339
 956
 862
            
Interest expense 227
 207
 647
 612
 236
 200
            
Net interest income 706
 601
 2,053
 1,727
 720
 662
            
Provision for finance receivable losses 256
 243
 770
 724
 286
 254
            
Net interest income after provision for finance receivable losses 450
 358
 1,283
 1,003
 434
 408
            
Other revenues:  
  
  
  
  
  
Insurance 106
 107
 318
 314
 110
 105
Investment 18
 19
 50
 58
 26
 13
Net loss on repurchases and repayments of debt —
 (1) (9) (29) (21) (1)
Net gain on sale of real estate loans 3
 —
Other 20
 27
 62
 71
 30
 20
Total other revenues 144
 152
 421
 414
 148
 137
            
Other expenses:  
  
  
  
  
  
Operating expenses:  
  
  
  
Salaries and benefits 197
 185
 697
 562
 199
 199
Acquisition-related transaction and integration expenses 9
 22
 47
 59
Other operating expenses 141
 134
 406
 413
 136
 133
Insurance policy benefits and claims 48
 48
 144
 139
 45
 45
Total other expenses 395
 389
 1,294
 1,173
 380
 377
            
Income before income taxes 199
 121
 410
 244
 202
 168
            
Income taxes 51
 52
 131
 100
 50
 44
            
Net income $148
 $69
 $279
 $144
 $152
 $124
            
Share Data:  
  
  
  
  
  
Weighted average number of shares outstanding:  
  
  
  
  
  
Basic 135,756,479
 135,253,493
 135,677,811
 135,240,664
 136,001,996
 135,596,279
Diluted 136,107,045
 135,711,212
 135,991,716
 135,599,369
 136,191,283
 135,897,296
Earnings per share:  
  
  
  
  
  
Basic $1.09
 $0.52
 $2.05
 $1.07
 $1.12
 $0.91
Diluted $1.09
 $0.51
 $2.05
 $1.07
 $1.11
 $0.91

See Notes to the Condensed Consolidated Financial Statements (Unaudited).Statements.

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

(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
 
Net income $148
 $69
 $279
 $144
 $152
 $124
            
Other comprehensive income (loss):  
  
  
  
  
  
Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities (3) 3
 (40) 23
 39
 (24)
Foreign currency translation adjustments 1
 3
 (4) 7
 2
 (3)
Income tax effect:  
  
  
  
  
  
Net unrealized gains (losses) on non-credit impaired available-for-sale securities 1
 (1) 7
 (8) (9) 4
Retirement plan liability adjustments —
 —
 2
 —
Foreign currency translation adjustments —
 (1) (1) (3)
Other comprehensive income (loss), net of tax, before reclassification adjustments (1) 4
 (36) 19
Reclassification adjustments included in net income:  
  
  
  
Net realized losses (gains) on available-for-sale securities —
 (4) 1
 (12)
Income tax effect:  
  
  
  
Net realized gains on available-for-sale securities —
 2
 —
 4
Reclassification adjustments included in net income, net of tax —
 (2) 1
 (8)
Other comprehensive income (loss), net of tax (1) 2
 (35) 11
 32
 (23)
            
Comprehensive income $147
 $71
 $244
 $155
 $184
 $101

See Notes to the Condensed Consolidated Financial Statements (Unaudited).Statements.


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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
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other Comprehensive
Income (Loss)
 
Retained
Earnings
 Total Shareholders’ Equity
          
Balance, January 1, 2019 $1
 $1,681
 $(34) $2,151
 $3,799
Share-based compensation expense, net of forfeitures —
 6
 —
 —
 6
Withholding tax on share-based compensation —
 (5) —
 —
 (5)
Other comprehensive income —
 —
 32
 —
 32
Cash Dividends * —
 —
 —
 (34) (34)
Net income —
 —
 —
 152
 152
Balance, March 31, 2019 $1
 $1,682
 $(2) $2,269
 $3,950
                    
Balance, January 1, 2018 $1
 $1,560
 $11
 $1,706
 $3,278
 $1
 $1,560
 $11
 $1,706
 $3,278
Non-cash incentive compensation from SFH —
 110
 —
 —
 110
 —
 4
 —
 —
 4
Share-based compensation expense, net of forfeitures —
 17
 —
 —
 17
 —
 5
 —
 —
 5
Withholding tax on share-based compensation —
 (9) —
 —
 (9) —
 (6) —
 —
 (6)
Other comprehensive loss —
 —
 (35) —
 (35) —
 —
 (23) —
 (23)
Impact of AOCI reclassification due to the Tax Act —
 —
 2
 (2) —
Net income —
 —
 —
 279
 279
 —
 —
 —
 124
 124
Balance, September 30, 2018 $1
 $1,678
 $(22) $1,983
 $3,640
          
Balance, January 1, 2017 $1
 $1,548
 $(6) $1,523
 $3,066
Share-based compensation expense, net of forfeitures —
 14
 —
 —
 14
Withholding tax on share-based compensation —
 (5) —
 —
 (5)
Other comprehensive income —
 —
 11
 —
 11
Net income —
 —
 —
 144
 144
Balance, September 30, 2017 $1
 $1,557
 $5
 $1,667
 $3,230
Balance, March 31, 2018 $1
 $1,563
 $(12) $1,830
 $3,382
* Cash dividends declared and paid were $0.25 per share in the first quarter of 2019 and no dividends were declared in 2018.


See Notes to the Condensed Consolidated Financial Statements (Unaudited).Statements.


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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(dollars in millions) Nine Months Ended September 30, Three Months Ended March 31,
2018 2017 2019 2018
        
Cash flows from operating activities  
  
  
  
Net income $279
 $144
 $152
 $124
Reconciling adjustments:  
  
  
  
Provision for finance receivable losses 770
 724
 286
 254
Depreciation and amortization 191
 265
 68
 67
Deferred income tax charge (benefit) 6
 (32) 9
 11
Net loss on repurchases and repayments of debt 9
 29
 21
 1
Non-cash incentive compensation from SFH 110
 —
 —
 4
Share-based compensation expense, net of forfeitures 17
 14
 6
 5
Other 9
 (12) (11) 6
Cash flows due to changes in other assets and other liabilities 65
 108
 17
 83
Net cash provided by operating activities 1,456
 1,240
 548
 555
        
Cash flows from investing activities  
  
  
  
Net principal originations of finance receivables held for investment and held for sale (1,703) (1,582) (290) (333)
Proceeds on sales of finance receivables held for sale originated as held for investment 19
 —
Available-for-sale securities purchased (548) (508) (154) (197)
Available-for-sale securities called, sold, and matured 438
 619
 103
 156
Trading and other securities purchased (9) —
Trading and other securities called, sold, and matured 30
 9
 5
 8
Other, net (24) (1) 12
 (15)
Net cash used for investing activities (1,816) (1,463) (305) (381)
        
Cash flows from financing activities  
  
  
  
Proceeds from issuance of long-term debt, net of commissions 5,474
 3,743
 2,327
 2,805
Repayment of long-term debt (4,852) (3,176) (1,425) (1,972)
Dividends (34) —
Withholding tax on share-based compensation (9) (5) (5) (6)
Net cash provided by financing activities 613
 562
 863
 827
    
Effect of exchange rate changes on cash and cash equivalents —
 1
        
Net change in cash and cash equivalents and restricted cash and restricted cash equivalents 253
 340
 1,106
 1,001
Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period 1,485
 1,147
 1,178
 1,485
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period 1,738
 1,487
 $2,284
 $2,486
        
Supplemental cash flow information        
Cash and cash equivalents 1,243
 916
 $1,709
 $1,807
Restricted cash and restricted cash equivalents 495
 571
 575
 679
Total cash and cash equivalents and restricted cash and restricted cash equivalents $1,738
 $1,487
 $2,284
 $2,486
        
Cash paid for amounts included in the measurement of operating lease liabilities $15
 $—
Supplemental non-cash activities        
Transfer of finance receivables held for investment to finance receivables held for sale (prior to deducting allowance for finance receivable losses) $111
 $—
Transfer of finance receivables to real estate owned 5
 7
Right-of-use assets obtained in exchange for operating lease obligations $173
 $—
Net unsettled investment security purchases (2) (5)
 

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 the Condensed Consolidated Financial Statements (Unaudited).Statements.

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

March 31, 2019
1. Business and Basis of Presentation    
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 Apollo-Värde and AIG Share Sale 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 Investment Group LLC (“Fortress”). At September 30, 2018, an investor group led by funds managed by Apollo and Värde (the “Apollo-Värde Group”) owned approximately 40.5% of OMH’s common stock.

OMH is a financial services holding company whose principal subsidiary is Springleaf Finance, Inc. (“SFI”). SFI’s principal subsidiary is Springleaf Finance Corporation (“SFC”). On June 22, 2018, SFI entered into a contribution agreement with OMH, whereby OMH contributed all of the common interests of Independence Holdings, LLC (“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 OneMain Financial Holdings, LLC (“OMFH”) and OMFH’s subsidiaries, and SFC engage in the consumer finance and insurance businesses.

Apollo-Värde Transaction

On January 3, 2018, an investor group led by funds managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) and Värde Partners, Inc. (“Värde” and together with Apollo, collectively, the Apollo-Vä“Apollo-Värde GroupGroup”) entered into a share purchase agreementShare Purchase Agreement with SFH and the Company to acquire from SFH 54,937,500 shares of OMH’s common stock, par value $0.01 per share, at a purchase price per share of $26.00, representing the entire holdings of our common stock beneficially owned by a private equity fund managed by an affiliate of Fortress (the “Share Purchase Agreement”Investment Group LLC (“Fortress”). This transaction (the “Apollo-Värde 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. As provided for in the Share Purchase Agreement, in accordance with the Amended and Restated Stockholders’ Agreement, the Apollo-Väcash (the “Apollo-Värde Group has the ability to designate six (6) of the nine (9) directors.

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.Transaction”). 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 in the second quarter of 2018 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 Share Sale Transaction

On February 21, 2018, the Company, entered into an underwriting agreement among OMH, SFH and Morgan Stanley & Co. LLC as underwriter entered into an underwriting agreement in connection with the sale by SFH of 4,179,678 shares of itsour 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 ofheld SFH incentive units, as described above, received a distribution of approximately $4 million in the first quarter of 2018. Consistent with the accounting for the 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 March 31, 2019, the Apollo-Värde Group owned approximately 40.4% of OMH’s common stock.

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.

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. UltimateActual 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 20182019 presentation, we have reclassified certain items in prior periods of our condensed consolidated financial statements.

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The condensed consolidated financial statements in this report should be read in conjunction with the consolidated financial statements and related notes included in our 20172018 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    
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.

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. We adopted the amendments of these ASUs as of January 1, 2019. See Note 13 for additional information on the adoption of 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 in the final phase of 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 toACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

Note 19 of the Notes to the Consolidated Financial Statements in Part IIInstruments - 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.

In July of 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements, which allows for a transition option to adopt the standard on the date of initial application as opposed to the modified retrospective approach. We plan to make the election to adopt the standard using this transition relief.

Allowance for Finance ReceivableCredit 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 over their expected lives 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 ongoing 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 and 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 in accordance with our model governance policies. AfterThe Company has started the model has been subject to a parallel testing phase in 2019, the2019. The Company will provide further disclosure regarding the estimated impact on our allowance for finance receivable losses.losses as the parallel testing phase is enhanced with additional levels of governance and review. 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, an increase to deferred tax assets and a corresponding one-time cumulative effect reduction to retained earnings, net of tax, in the consolidated balance sheet as of the beginning of the year of adoption.


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Insurance

In August of 2018, the FASB issued ASU 2018-12, Financial Services - Insurance: Targeted Improvements to the Accounting for Long-Duration Contracts, which provides targeted improvements to Topic 944 for the assumptions used to measure the liability for future policy benefits for nonparticipating traditional and limited-payment contracts; measurement of market risk benefits; amortization of deferred acquisition costs; and enhanced disclosures. The amendments in this ASU become effective for fiscal years beginning January 1, 2021. We have established a cross-functional implementation team and a project plan to ensure we comply with all the amendments in this ASU at the time of adoption. We are currently evaluating the potential impact of the adoption of the ASU on our consolidated financial statements.

We do not believe that any other accounting pronouncements issued during the ninethree months ended September 30, 2018,March 31, 2019, but not yet effective, would have a material impact on our consolidated financial statements or disclosures, if adopted.


3. Finance Receivables    
3. Finance Receivables

Our finance receivables consist of personal loans, and, prior to September 30, 2018, also included other receivables as defined below:

Personal loans —which 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.

Otheryears, and are secured by automobiles, other titled collateral or are unsecured. Prior to September 30, 2018, our finance receivables —also included other receivables, which consist of our liquidating loan portfolios in a liquidating status. We ceased originatingportfolios: real estate loans, in 2012 and purchasing retail sales finance contracts and revolving retail accounts (“retail sales finance portfolio”) in 2013.accounts. 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 loans and retail sales finance portfolio into “Other Receivables.” Previously, we presented real estate loans and retail sales finance portfolio as distinct receivable types. In order to conform to this new alignment, we have revised our prior period finance receivable disclosures.

Oncontracts. Effective September 30, 2018, we transferred our real estate loans previously classified as Other Receivableswere transferred from held for investment to held for sale duesale. See Notes 5, 6 and 7 of the Notes to management’s intent to no longer hold thesethe Consolidated Financial Statements in Part II - Item 8 included in our 2018 Annual Report on Form 10-K for more information about Other Receivables.
Net finance receivables for the foreseeable future. See Notes 4 and 5 included in this report for additional information related to this transfer.

consist of our total portfolio of personal loans. Components of net finance receivables held for investment by typeour personal loans were as follows:
(dollars in millions) Personal
Loans		 Other Receivables Total March 31,
2019		 December 31,
2018
          
September 30, 2018  
  
  
Gross receivables (a)(b) $15,579
 $—
 $15,579
Gross receivables * $15,968
 $15,978
Unearned points and fees (193) —
 (193) (202) (201)
Accrued finance charges 233
 —
 233
 240
 253
Deferred origination costs 131
 —
 131
 130
 134
Total $15,750
 $—
 $15,750
 $16,136
 $16,164
      
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:equal the UPB except for the following:
Finance receivables purchased as a performing receivable — gross finance receivables are equal theto UPB and, theif applicable, any remaining unearned premium or 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; andaccounts.
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 September 30, 2018March 31, 2019 and December 31, 2017,2018, unused lines of credit extended to customers by the Company were immaterial.


CREDIT QUALITY INDICATOR

We consider the value andof the collateral, the concentration of secured loans, and the delinquency status of our finance receivables as our primary credit quality indicators. At September 30, 2018March 31, 2019 and December 31, 2017, 46%2018, 49% and 43%48% 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.


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The following is a summary of net finance receivablesour personal loans held for investment by type and by number of days delinquent:
(dollars in millions) Personal
Loans		 Other Receivables Total March 31,
2019		 December 31,
2018
          
September 30, 2018  
  
  
Performing          
Current $15,063
 $—
 $15,063
 $15,489
 $15,411
30-59 days past due 215
 —
 215
 179
 229
60-89 days past due 152
 —
 152
 133
 161
Total performing 15,430
 —
 15,430
 15,801
 15,801
Nonperforming          
90-179 days past due 314
 —
 314
 327
 355
180 days or more past due 6
 —
 6
 8
 8
Total nonperforming 320
 —
 320
 335
 363
Total $15,750
 $—
 $15,750
 $16,136
 $16,164
      
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 receivablespersonal loans held for investment and real estate loans held for sale purchased in connection with the OneMain Acquisition and the Fortress Acquisition.Acquisition, respectively.

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

At September 30, 2018March 31, 2019 and December 31, 2017,2018, finance receivables held for sale totaled $207$78 million and $132$103 million, respectively, which include purchased credit impaired finance receivables,real estate loans, 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.real estate loans. See Note 5 for further information on our finance receivables held for sale.


Information regarding our purchased credit impaired finance receivables held for investment and held for sale were as follows:
(dollars in millions) September 30,
2018		 December 31, 2017 March 31,
2019		 December 31,
2018
        
OM Loans    
Personal Loans    
Carrying amount, net of allowance $107
 $176
 $73
 $89
Outstanding balance (a) 156
 243
 116
 135
Allowance for purchased credit impaired finance receivable losses —
 6
Allowance for purchased credit impaired finance receivable losses (b) —
 —
        
FA Loans (b)    
Carrying amount, net of allowance $51
 $57
Real Estate Loans - Held for Sale    
Carrying amount $22
 $28
Outstanding balance (a) 87
 94
 39
 48
Allowance for purchased credit impaired finance receivable losses —
 9
                                      
(a)Outstanding balance is defined as UPB of the loans with a net carrying amount.
(b)PurchasedThe allowance for purchased credit impaired FA Loansfinance receivable losses reflects the carrying value of the purchased credit impaired loans held for sale included in the table above were as follows:
(dollars in millions) September 30, 2018 December 31, 2017
     
Carrying amount $51
 $44
Outstanding balance 87
 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 thaninvestment exceeding the present value of the expected cash flows. As indicated above, no allowance was required as of March 31, 2019 or December 31, 2018.


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Changes in accretable yield for purchased credit impaired finance receivables held for investment and held for sale were as follows:
 Three Months Ended
September 30,		 Nine Months Ended September 30, Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
            
OM Loans    
    
Personal Loans    
Balance at beginning of period $52
 $49
 $47
 $59
 $39
 $47
Accretion (7) (7) (21) (27) (5) (6)
Reclassifications from (to) nonaccretable difference (a) —
 —
 19
 10
Reclassifications from nonaccretable difference (a) —
 8
Balance at end of period $45
 $42
 $45
 $42
 $34
 $49
            
FA Loans    
    
Real Estate Loans - Held for Sale    
Balance at beginning of period $51
 $55
 $53
 $60
 $27
 $53
Accretion (b) (1) (1) (3) (4)
Reclassifications from (to) nonaccretable difference (a) —
 —
 —
 (2)
Accretion (1) (1)
Transfer due to finance receivables sold (3) —
Balance at end of period $50
 $54
 $50
 $54
 $23
 $52
                               
(a)Reclassifications from (to) nonaccretable difference represents the increases (decreases) in accretable yield resulting from higher (lower)estimated undiscounted cash flows.
estimated undiscounted cash flows.
(b)Accretion on our purchased credit impaired FA Loans held for sale included in the table above were immaterial for the three and nine months ended September 30, 2018 and 2017.


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
     
  
September 30, 2018    
  
TDR gross finance receivables (b) $407
 $132
 $539
TDR net finance receivables 410
 133
 543
Allowance for TDR finance receivable losses 160
 —
 160
     
  
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
(dollars in millions) March 31,
2019		 December 31,
2018
     
Personal Loans    
TDR gross receivables (a) $499
 $450
TDR net receivables (b) 502
 453
Allowance for TDR finance receivable losses 196
 170
     
Real Estate Loans - Held for Sale    
TDR gross receivables (a) $58
 $89
TDR net receivables (b) 58
 75
                                      
(a)Other Receivables held for sale included in
TDR gross receivables — gross receivables are equal to UPB and, if applicable, any remaining unearned premium or discount established at the table above weretime of purchase if previously purchased as follows:a performing receivable.
(dollars in millions) September 30,
2018		 December 31, 2017
     
TDR gross finance receivables $132
 $90
TDR net finance receivables 133
 91

(b)As defined earlier in this Note.
TDR net receivables — TDR gross receivables net of unearned points and fees, accrued finance charges, deferred origination costs and any impairment for real estate loans held for sale.

As of September 30, 2018,March 31, 2019, we had no commitments to lend additional funds on our TDR finance receivables.


15

Table of Contents

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 
Personal
Loans
 Other Receivables * Total
            
Three Months Ended September 30, 2018  
  
  
Three Months Ended March 31, 2019      
TDR average net receivables $396
 $134
 $530
 $477
 $64
 $541
TDR finance charges recognized 11
 2
 13
 12
 1
 13
            
Three Months Ended September 30, 2017      
Three Months Ended March 31, 2018      
TDR average net receivables $268
 $142
 $410
 $337
 $139
 $476
TDR finance charges recognized 9
 3
 12
 11
 2
 13
      
Nine Months Ended September 30, 2018      
TDR average net receivables $366
 $136
 $502
TDR finance charges recognized 34
 6
 40
      
Nine Months Ended September 30, 2017      
TDR average net receivables $206
 $139
 $345
TDR finance charges recognized 24
 7
 31
                                          
* Other Receivables held for sale included in the table above consist of real estate loans and were as follows:
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
            
TDR average net receivables $102
 $92
 $93
 $90
 $64
 $90
TDR finance charges recognized 1
 2
 4
 5
 1
 1

Information regarding the new volume of the TDR finance receivables held for investment, consisting of personal loans, are reflected in the following table. New volume of TDR other receivables are not included in the table below as they were immaterial for the three months ended March 31, 2019 and held for sale were as follows:2018.
 Three Months Ended March 31,
(dollars in millions) 
Personal
Loans
 Other Receivables (a) Total 2019 2018
          
Three Months Ended September 30, 2018  
  
  
Personal Loans    
Pre-modification TDR net finance receivables $91
 $1
 $92
 $120
 $94
Post-modification TDR net finance receivables:          
Rate reduction $73
 $1
 $74
 $85
 $70
Other (b) 18
 —
 18
Other * 35
 24
Total post-modification TDR net finance receivables $91
 $1
 $92
 $120
 $94
Number of TDR accounts 13,729
 17
 13,746
 18,506
 14,730
      
Three Months Ended September 30, 2017      
Pre-modification TDR net finance receivables $77
 $1
 $78
Post-modification TDR net finance receivables:      
Rate reduction $60
 $2
 $62
Other (b) 17
 —
 17
Total post-modification TDR net finance receivables $77
 $2
 $79
Number of TDR accounts 11,272
 63
 11,335
      
Nine Months Ended September 30, 2018      
Pre-modification TDR net finance receivables $270
 $2
 $272
Post-modification TDR net finance receivables:      
Rate reduction $206
 $3
 $209
Other (b) 64
 —
 64
Total post-modification TDR net finance receivables $270
 $3
 $273
Number of TDR accounts 41,237
 61
 41,298
      
Nine Months Ended September 30, 2017      
Pre-modification TDR net finance receivables $236
 $14
 $250
Post-modification TDR net finance receivables:     

Rate reduction $178
 $15
 $193
Other (b) 56
 —
 56
Total post-modification TDR net finance receivables $234
 $15
 $249
Number of TDR accounts 32,293
 477
 32,770
                                      
(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.


Personal loans held for investment that were modified as TDR personal loansfinance receivables within the previous 12 months and for which there was a default during the period to cause the TDR personal loansfinance receivables to be considered nonperforming (90 days or more past due) were as follows:
 Three Months Ended
September 30,		 Nine Months Ended September 30, Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
    
        
Personal Loans    
TDR net finance receivables * $12
 $21
 $48
 $63
 $19
 $18
Number of TDR accounts 1,880
 3,759
 7,221
 10,357
 2,925
 2,719
                                      
*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 nine months ended September 30,March 31, 2019 and 2018 and 2017 that defaulted during the previous 12-month
period were immaterial.

16

4. Allowance for Finance Receivable Losses    
Table of Contents

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 Personal
Loans		 
Other
Receivables
 Total
            
Three Months Ended September 30, 2018  
  
  
Balance at beginning of period $678
 $24
 $702
Provision for finance receivable losses 257
 (1) 256
Charge-offs (255) (1) (256)
Recoveries 26
 1
 27
Other* —
 (23) (23)
Balance at end of period $706
 $—
 $706
      
Three Months Ended September 30, 2017  
  
  
Three Months Ended March 31, 2019  
  
  
Balance at beginning of period $656
 $20
 $676
 $731
 $—
 $731
Provision for finance receivable losses 238
 5
 243
 286
 —
 286
Charge-offs (245) (1) (246) (311) —
 (311)
Recoveries 24
 1
 25
 27
 —
 27
Balance at end of period $673
 $25
 $698
 $733
 $—
 $733
            
Nine Months Ended September 30, 2018  
  
  
Balance at beginning of period $673
 $24
 $697
Provision for finance receivable losses 772
 (2) 770
Charge-offs (821) (2) (823)
Recoveries 82
 3
 85
Other* —
 (23) (23)
Balance at end of period $706
 $—
 $706
      
Nine Months Ended September 30, 2017  
  
  
Three Months Ended March 31, 2018  
  
  
Balance at beginning of period $669
 $20
 $689
 $673
 $24
 $697
Provision for finance receivable losses 717
 7
 724
 254
 —
 254
Charge-offs (794) (4) (798) (289) (1) (290)
Recoveries 81
 2
 83
 27
 1
 28
Balance at end of period $673
 $25
 $698
 $665
 $24
 $689
*Other consists primarily of the reclassification of allowance for finance receivable losses due to the transfer of the real estate loans in Other Receivables from held for investment to finance receivables held for sale. See Note 3 included in this report for further information.

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 March 31,
2019		 December 31,
2018
          
September 30, 2018  
  
  
Allowance for finance receivable losses:  
  
  
Collectively evaluated for impairment $546
 $—
 $546
TDR finance receivables 160
 —
 160
Total $706
 $—
 $706
      
Finance receivables:  
  
  
Collectively evaluated for impairment $15,233
 $—
 $15,233
Purchased credit impaired finance receivables 107
 —
 107
TDR finance receivables 410
 —
 410
Total $15,750
 $—
 $15,750
      
Allowance for finance receivable losses as a percentage of finance receivables 4.48% —% 4.48%
      
December 31, 2017  
  
  
Allowance for finance receivable losses:  
  
  
    
Collectively evaluated for impairment $532
 $3
 $535
 $537
 $561
Purchased credit impaired finance receivables 6
 9
 15
 —
 —
TDR finance receivables 135
 12
 147
 196
 170
Total $673
 $24
 $697
 $733
 $731
          
Finance receivables:  
  
  
    
Collectively evaluated for impairment $14,323
 $63
 $14,386
 $15,561
 $15,622
Purchased credit impaired finance receivables 182
 22
 204
 73
 89
TDR finance receivables 318
 49
 367
 502
 453
Total $14,823
 $134
 $14,957
 $16,136
 $16,164
          
Allowance for finance receivable losses as a percentage of finance receivables 4.53% 18.27% 4.66% 4.54% 4.52%

17

5. Finance Receivables Held for Sale    
Table of Contents

5. Finance Receivables Held for Sale

We reported finance receivables held for sale of $207$78 million at September 30, 2018March 31, 2019 and $132$103 million at December 31, 2017,2018, which consist entirely of real estate loans and are carried at the lower of cost or fair value, and consist entirelyapplied on an aggregate basis. In February 2019, we sold a portfolio of real estate loans.loans with a carrying value of $16 million for aggregate cash proceeds of $19 million and recorded a net gain in other revenues of $3 million (“February 2019 Real Estate Loan Sale”). After the recognition of the February 2019 Real Estate Loan Sale, the carrying value of the remaining loans classified in finance receivables held for sale exceeded their fair value and, accordingly, we marked the remaining loans to fair value and recorded an impairment in other revenue of $3 million. At September 30, 2018 and DecemberMarch 31, 2017,2019, the faircarrying 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.

On September 30, 2018, we transferred $88 million of real estate loans (net of allowance for finance receivable losses) from held for investment to held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.was not impaired.

We did not have any other material transfers to or from finance receivables held for sale during the three and nine months ended September 30, 2018March 31, 2019 and 2017.2018.


6. Investment Securities    
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
 
Cost/
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
                
September 30, 2018  
  
  
  
March 31, 2019  
  
  
  
Fixed maturity available-for-sale securities:  
  
  
  
  
  
  
  
U.S. government and government sponsored entities $20
 $—
 $—
 $20
 $17
 $—
 $—
 $17
Obligations of states, municipalities, and political subdivisions 97
 —
 (2) 95
 87
 —
 —
 87
Certificates of deposit and commercial paper 52
 —
 —
 52
 59
 —
 —
 59
Non-U.S. government and government sponsored entities 144
 —
 (3) 141
 143
 2
 —
 145
Corporate debt 1,037
 3
 (26) 1,014
 1,056
 13
 (10) 1,059
Mortgage-backed, asset-backed, and collateralized:  
  
  
    
  
  
  
RMBS 125
 —
 (3) 122
 141
 1
 (1) 141
CMBS 75
 —
 (2) 73
 67
 —
 (1) 66
CDO/ABS 94
 1
 (1) 94
 82
 1
 —
 83
Total $1,644
 $4
 $(37) $1,611
 $1,652
 $17
 $(12) $1,657
                
December 31, 2017  
  
  
  
December 31, 2018  
  
  
  
Fixed maturity available-for-sale securities:  
  
  
  
  
  
  
  
U.S. government and government sponsored entities $28
 $—
 $—
 $28
 $21
 $—
 $—
 $21
Obligations of states, municipalities, and political subdivisions 135
 —
 —
 135
 91
 —
 (1) 90
Certificates of deposit and commercial paper 60
 —
 —
 60
 63
 —
 —
 63
Non-U.S. government and government sponsored entities 126
 —
 (1) 125
 145
 —
 (2) 143
Corporate debt 941
 12
 (5) 948
 1,027
 2
 (32) 997
Mortgage-backed, asset-backed, and collateralized:  
  
  
    
  
  
  
RMBS 100
 —
 (1) 99
 130
 —
 (2) 128
CMBS 88
 —
 (1) 87
 72
 —
 (1) 71
CDO/ABS 96
 —
 —
 96
 94
 1
 (1) 94
Total $1,574
 $12
 $(8) $1,578
 $1,643
 $3
 $(39) $1,607


18

Table of Contents

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 Less Than 12 Months 12 Months or Longer Total
(dollars in millions) 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 Unrealized
Losses		 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
                        
September 30, 2018  
  
  
  
  
  
March 31, 2019  
  
  
  
  
  
U.S. government and government sponsored entities $9
 $—
 $11
 $—
 $20
 $—
 $—
 $—
 $17
 $—
 $17
 $—
Obligations of states, municipalities, and political subdivisions 68
 (1) 23
 (1) 91
 (2) 5
 —
 38
 —
 43
 —
Non-U.S. government and government sponsored entities 70
 (1) 61
 (2) 131
 (3) 1
 —
 45
 —
 46
 —
Corporate debt 714
 (19) 166
 (7) 880
 (26) 63
 (1) 416
 (9) 479
 (10)
Mortgage-backed, asset-backed, and collateralized:            
RMBS 72
 (2) 46
 (1) 118
 (3) 10
 —
 63
 (1) 73
 (1)
CMBS 24
 (1) 46
 (1) 70
 (2) 3
 —
 42
 (1) 45
 (1)
CDO/ABS 54
 —
 28
 (1) 82
 (1) 3
 —
 30
 —
 33
 —
Total $1,011
 $(24) $381
 $(13) $1,392
 $(37) $85
 $(1) $651
 $(11) $736
 $(12)
                        
December 31, 2017  
  
  
  
  
  
December 31, 2018  
  
  
  
  
  
U.S. government and government sponsored entities $21
 $—
 $3
 $—
 $24
 $—
 $3
 $—
 $16
 $—
 $19
 $—
Obligations of states, municipalities, and political subdivisions 65
 —
 20
 —
 85
 —
 10
 —
 57
 (1) 67
 (1)
Non-U.S. government and government sponsored entities 89
 (1) 13
 —
 102
 (1) 19
 (1) 97
 (1) 116
 (2)
Corporate debt 387
 (3) 93
 (2) 480
 (5) 377
 (14) 448
 (18) 825
 (32)
Mortgage-backed, asset-backed, and collateralized:            
RMBS 40
 —
 25
 (1) 65
 (1) 23
 —
 78
 (2) 101
 (2)
CMBS 40
 —
 38
 (1) 78
 (1) 10
 —
 54
 (1) 64
 (1)
CDO/ABS 48
 —
 26
 —
 74
 —
 18
 —
 33
 (1) 51
 (1)
Total $690
 $(4) $218
 $(4) $908
 $(8) $460
 $(15) $783
 $(24) $1,243
 $(39)

On a lot basis, we had 2,0031,031 and 1,2291,767 investment securities in an unrealized loss position at September 30, 2018March 31, 2019 and December 31, 2017,2018, 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 September 30, 2018,March 31, 2019, other-than-temporary impairments on investment securities that we had nointend to sell were immaterial. We do not have plans to sell any of the remaining investment securities with unrealized losses as of March 31, 2019, 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 and nine months ended September 30,March 31, 2019 and 2018, and 2017, other-than-temporary impairment credit losses, we recognizedprimarily on corporate debt, in investment revenues were immaterial.

During the three and nine months ended September 30, 2018 and 2017, thereThere 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.securities during the three months ended March 31, 2019 and 2018.

The proceeds of available-for-sale securities sold or redeemed during the three months ended March 31, 2019 and the resulting netMarch 31, 2018 were $29 million and $71 million, respectively. The realized gains and losses were as follows:immaterial during the three months ended March 31, 2019 and 2018.


(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
         
Proceeds from sales and redemptions $118
 $157
 $258
 $437
         
Realized gains $1
 $4
 $1
 $13
Realized losses (1) —
 (1) (1)
Net realized gains (losses) $—
 $4
 $—
 $12
19

Table of Contents

Contractual maturities of fixed-maturity available-for-sale securities at September 30, 2018March 31, 2019 were as follows:
(dollars in millions) 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
        
Fixed maturities, excluding mortgage-backed, asset-backed, and collateralized securities:  
  
  
  
Due in 1 year or less $173
 $174
 $207
 $208
Due after 1 year through 5 years 555
 563
 552
 549
Due after 5 years through 10 years 384
 396
 421
 417
Due after 10 years 210
 217
 187
 188
Mortgage-backed, asset-backed, and collateralized securities 289
 294
 290
 290
Total $1,611
 $1,644
 $1,657
 $1,652

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 $507$509 million and $537$515 million at September 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

OTHER SECURITIES

The fair value of other securities by type was as follows:
    
(dollars in millions) September 30,
2018		 December 31,
2017		 March 31,
2019		 December 31,
2018
        
Fixed maturity other securities:  
  
  
  
Bonds  
  
  
  
Non-U.S. government and government sponsored entities $1
 $1
 $1
 $1
Corporate debt 46
 68
 38
 43
Mortgage-backed, asset-backed, and collateralized:    
RMBS 1
 1
CDO/ABS 3
 4
Mortgage-backed, asset-backed, and collateralized bonds 2
 2
Total bonds 51
 74
 41
 46
Preferred stock * 20
 20
Common stock * 24
 23
Preferred stock (a) 20
 19
Common stock (a) 24
 21
Other long-term investments 1
 1
 1
 1
Total $96
 $118
 $86
 $87
                                     
*(a)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.

NetWe recognized $4 million in unrealized gains and $2 million in unrealized losses on other securities for the three months ended March 31, 2019 and 2018, respectively. We report these unrealized gains and losses on other securities held at September 30, 2018 and 2017 were immaterial for the three and nine months then ended. in investment revenues.

Net realized gains and losses on other securities sold or redeemed during the 2018 and 2017 periods were also immaterial for the three months ended March 31, 2019 and nine months then ended.2018. We report these gains and losses in investment revenues.

7. Transactions with Affiliates    Other securities include equity securities and those securities for which the fair value option was elected.

Upon closing
20

Table 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.Contents

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.

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 on June 25, 2018, servicing fees revenue totaled $16 million for the six months ended June 30, 2018. For the three and nine months ended September 30, 2017 these fees were $9 million and $29 million, respectively. At December 31, 2017, the servicing fees receivable from the SpringCastle Funding Trust were immaterial.

8. Long-term Debt    
7. 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 September 30, 2018March 31, 2019 were as follows:
 Senior Debt     Senior Debt    
(dollars in millions) Securitizations 
Medium
Term
Notes
 
Junior
Subordinated
Debt
 Total Securitizations Unsecured
Notes (a)		 Junior
Subordinated
Debt (a)		 Total
                
Interest rates (a)(b) 2.16% - 6.94%
 5.25% - 8.25%
 4.09%   2.16% - 6.94%
 5.63% - 8.25%
 4.54%  
                
Fourth quarter 2018 $—
 $—
 $—
 $—
2019 —
 696
 —
 696
Remainder of 2019 —
 299
 —
 299
2020 —
 1,299
 —
 1,299
 —
 1,000
 —
 1,000
2021 —
 646
 —
 646
 —
 646
 —
 646
2022 —
 1,000
 —
 1,000
 —
 1,000
 —
 1,000
2023 —
 1,175
 —
 1,175
 —
 1,175
 —
 1,175
2024-2067 —
 2,849
 350
 3,199
 —
 3,849
 350
 4,199
Securitizations (b) 8,092
 —
 —
 8,092
Securitizations (c) 8,155
 —
 —
 8,155
Total principal maturities $8,092
 $7,665
 $350
 $16,107
 $8,155
 $7,969
 $350
 $16,474
                
Total carrying amount $8,065
 $7,494
 $172
 $15,731
 $8,125
 $7,820
 $172
 $16,117
Debt issuance costs (c) $(26) $(62) $—
 $(88)
Debt issuance costs (d) $(28) $(69) $—
 $(97)
                                      
(a)Pursuant to the SFC Base Indenture, the SFC supplemental indentures and the SFC Guaranty Agreements, OMH agreed to fully and unconditionally guarantee, on a senior unsecured basis, payments of principal, premium and interest on the SFC Unsecured Senior Notes and Junior Subordinated Debenture. The OMH guarantees of SFC’s long-term debt are subject to customary release provisions.

(b)The interest rates shown are the range of contractual rates in effect at September 30, 2018.March 31, 2019. The interest rate on the UPBremaining principal balance of the Junior Subordinated Debenture consists of a variable floating rate (determined quarterly) equal to 3-month LIBOR plus 1.75%, or 4.09%4.54% as of September 30, 2018.March 31, 2019.

(b)(c)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 September 30, 2018,March 31, 2019, there were no amounts drawn under our revolving conduit facilities. See Note 98 for further information on our long-term debt associated with securitizations and revolving conduit facilities.


(c)(d)
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 $25 million at September 30, 2018March 31, 2019 and are reported in other assets.“Other assets”.

SFC’S OFFERINGS OF 7.125%6.125% SENIOR NOTES DUE 20262024 OFFERING

On February 22, 2019, SFC issued a total of $1.6$1.0 billion aggregate principal amount of 7.125%6.125% Senior Notes due 20262024 (the “7.125%“6.125% SFC Notes”Notes due 2024”) under the SFC Senior Notes Indentures, as supplemented by the SFC Seventh Supplemental Indenture, pursuant to which OMH provided a guarantee of the 7.125% SFC Notes on an unsecured basis. SFC issued $900 million of the 7.125% SFC Notes on May 11, 2018 and $700 million of the 7.125% SFC Notes on August 10, 2018.

SFC used a portion of the net proceeds 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 saleREDEMPTION OF 5.25% SENIOR NOTES DUE 2019

As a result of the 6.875%offering described above, SFC issued a notice of redemption to redeem all of the outstanding principal amount of its 5.25% Senior Notes due 2019. On March 25, 2019, SFC paid an aggregate amount of $706 million, inclusive of accrued interest and premiums, to complete the redemption. We recognized approximately $21 million of net loss on the repurchases and repayments of debt for general corporate purposes, which included debt repurchases.the three months ended March 31, 2019.

The 6.875% and 7.125% SFC Notes are SFC’s senior unsecured obligations and rank equally in right
21

Table 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.Contents

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 
September 30, 2018 Outstanding balance
(dollars in millions)
         
7.125% SFC Notes 5/11/2018 SFC Sixth Supplemental Indenture 7.125% $1,600
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.

Other SFC NotesREDEMPTION OF 6.00% SENIOR NOTES DUE 2020

On December 30, 2013, OMH entered intoMarch 15, 2019, SFC Guaranty Agreements whereby it agreed to fully and unconditionally guarantee the paymentsissued a Notice of principal, premium (if any) and interest on the Other SFC Notes. The Other SFC Notes consistedFull Redemption of the following:

8.25% Senior Notes due 2023;
7.75% Senior Notes due 2021;
its 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.2020. On December 30, 2013, OMH entered into theApril 15, 2019, SFC Trust Guaranty Agreement whereby it agreed to fully and unconditionally guarantee the related payment obligations under the trust preferred securities. As of September 30, 2018, $1.6 billionpaid an aggregate principal amount of $317 million, inclusive of accrued interest and premiums, to complete 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.redemption. In connection with the redemption we recognized $1will recognize approximately $11 million of net loss on repurchases and repayments of debt for the ninethree and six months ended SeptemberJune 30, 2018.2019.

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 nine months ended September 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 nine months ended September 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 such, OMFH is no longer subject to the covenants or other terms of the OMFH Indenture.

9. Variable Interest Entities    
8. Variable Interest Entities

CONSOLIDATED VIES

As part of our overall funding strategy, weWe have transferred certain finance receivables to VIEs for asset-backed financing transactions including securitization and conduit transactions. We have determined thatinclude the assets and liabilities in our consolidated financial statements because 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’sVIE. We account for these asset-backed debt obligations are accounted for as secured borrowings.

See Note 3 and Note 13 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our 20172018 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 and revolving conduit facilities were as follows:
(dollars in millions) September 30,
2018		 December 31,
2017		 March 31,
2019		 December 31,
2018
        
Assets  
  
  
  
Cash and cash equivalents $4
 $4
 $3
 $2
Finance receivables:  
  
Personal loans 9,041
 9,769
Finance receivables - Personal loans 9,128
 8,480
Allowance for finance receivable losses 451
 465
 430
 444
Restricted cash and restricted cash equivalents 478
 482
 558
 479
Other assets 25
 20
 26
 26
        
Liabilities  
  
  
  
Long-term debt $8,065
 $8,688
 $8,125
 $7,510
Other liabilities 15
 15
 16
 14

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 totaled $82 million for the three months ended March 31, 2019, compared to $87 million for the three months ended March 31, 2018.

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. 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 total securitized borrowings at September 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
 $625
 3.73% 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 2015-1 1,229
 655
 4.22% 3 years 02/05/15 03/2026
OMFIT 2015-2 1,250
 359
 4.30% 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
 473
 4.80% 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
 2.74% 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   6,464
        
             
Auto Securitizations:            
ODART 2017-1 (b) 300
 153
 2.94% 1 year 02/01/17 Various
ODART 2017-2 (b) 605
 575
 2.63% 1 year 12/11/17 Various
ODART 2018-1 (e) 947
 900
 3.56% 2 years 07/24/18 Various
Total auto securitizations   1,628
        
             
Total securitizations   $8,092
        
(a)Issue Amount includes the retained interest amounts as applicable and, as noted below, 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.

(e)
ODART 2018-1 Securitization. We initially retained approximately $47 million of the asset-backed notes.

March 31, 2019 were $8.1 billion.

REVOLVING CONDUIT FACILITIES

As of September 30, 2018, our borrowings underWe had access to 12 conduit facilities consistedwith a total borrowing capacity of the following:$6.2 billion as of March 31, 2019. Our conduit facilities’ revolving period end ranges from one to three years. Principal balances of outstanding loans, if any, are due and payable in full ranging from three to eight years as of March 31, 2019. Amounts drawn on these facilities are collateralized by our personal loans.

At March 31, 2019, no amounts were drawn under these facilities.

22

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(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) 650
 —
 August 2021 Personal loans September 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
Hubbard River Funding, LLC (g) 250
 —
 September 2021 Personal loans October 2023
Total
$5,800

$—


    
(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 2021.9. Insurance

(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. On August 1, 2018, we amended this agreement 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.

(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.

(g)On September 28, 2018, we entered into a new loan and security agreement with Hubbard River 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 nine months ended September 30, 2018 totaled $86 million and $259 million, compared to $81 million and $239 million for the three and nine months ended September 30, 2017.

10. Insurance    

Changes in the reserve for unpaid claims and loss adjustment expenses (not considering reinsurance recoverable) were as follows::
 At or for the
Nine Months Ended September 30,		 At or for the Three Months Ended March 31,
(dollars in millions) 2018 2017 2019 2018
        
Balance at beginning of period $154
 $158
 $117
 $154
Less reinsurance recoverables (23) (26) (4) (23)
Net balance at beginning of period 131
 132
 113
 131
Additions for losses and loss adjustment expenses incurred to:        
Current year 152
 149
 54
 50
Prior years * (5) —
 (7) (4)
Total 147
 149
 47
 46
Reductions for losses and loss adjustment expenses paid related to:        
Current year (81) (82) (17) (15)
Prior years (63) (69) (33) (35)
Total (144) (151) (50) (50)
Foreign currency translation adjustment —
 (1)
Net balance at end of period 134
 129
 110
 127
Plus reinsurance recoverables 4
 25
 4
 23
Transfer of reserves (19) —
Balance at end of period $119
 $154
 $114
 $150
                                      
*Reflects (i) a redundancy in the prior years’ net reserves of $5$7 million at September 30, 2018March 31, 2019 primarily due to a favorable development of credit life, disability, and unemployment claims during the year and (ii) a redundancy in the prior years’ net reserves of less than $1$4 million at September 30, 2017March 31, 2018, primarily due to a favorable development on ordinary lifeof credit disability and credit disabilityunemployment claims during the year.


11. Earnings Per Share    
23

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10. Earnings Per Share

The computation of earnings per share was as follows:
 Three Months Ended March 31,
(dollars in millions, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018
2018 2017 2018 2017
            
Numerator (basic and diluted):  
  
  
  
  
  
Net income $148
 $69
 $279
 $144
Net income attributable to OneMain Holdings, Inc. $152
 $124
Denominator:  
  
  
  
  
  
Weighted average number of shares outstanding (basic) 135,756,479

135,253,493

135,677,811

135,240,664
 136,001,996

135,596,279
Effect of dilutive securities * 350,566

457,719

313,905

358,705
 189,287

301,017
Weighted average number of shares outstanding (diluted) 136,107,045

135,711,212

135,991,716

135,599,369
 136,191,283

135,897,296
Earnings per share:  
  
  
  
  
  
Basic $1.09
 $0.52
 $2.05
 $1.07
 $1.12
 $0.91
Diluted $1.09
 $0.51
 $2.05
 $1.07
 $1.11
 $0.91
                                      
*    We have excluded the following shares in the diluted earnings per share calculation for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 because these shares would be anti-dilutive, which could impact the earnings per share calculation in the future:
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
 2018 2017 2018 2017 2019 2018
            
Performance-based shares 10,415
 69,321
 51,014
 41,698
 127,183
 97,161
Service-based shares 162,223
 577,557
 214,386
 709,503
 331,411
 321,237

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 shares outstanding plus the effect of potentially dilutive shares outstanding during the period using the treasury stock method. The potentially dilutive shares represent outstanding unvested RSUs and RSAs.

12. Accumulated Other Comprehensive Income (Loss)    
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11. 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 September 30, 2018  
  
  
  
Balance at beginning of period $(24) $3
 $—
 $(21)
Other comprehensive income (loss) before reclassifications (2) —
 1
 (1)
Balance at end of period $(26) $3
 $1
 $(22)
         
Three Months Ended September 30, 2017  
  
  
  
Balance at beginning of period $6
 $(4) $1
 $3
Other comprehensive income (loss) before reclassifications 2
 —
 2
 4
Reclassification adjustments from accumulated other comprehensive income (loss) (2) —
 —
 (2)
Balance at end of period $6
 $(4) $3
 $5
         
Nine Months Ended September 30, 2018  
  
  
  
Balance at beginning of period $4
 $4
 $3
 $11
Other comprehensive income (loss) before reclassifications (33) 2
 (5) (36)
Reclassification adjustments from accumulated other comprehensive income (loss) 1
 —
 —
 1
Impact of AOCI reclassification due to the Tax Act 2
 (3) 3
 2
Balance at end of period $(26) $3
 $1
 $(22)
         
Nine Months Ended September 30, 2017  
  
  
  
Balance at beginning of period $(1) $(4) $(1) $(6)
Other comprehensive income (loss) before reclassifications 15
 —
 4
 19
Reclassification adjustments from accumulated other comprehensive income (loss) (8) —
 —
 (8)
Balance at end of period $6
 $(4) $3
 $5
(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 March 31, 2019  
  
  
  
Balance at beginning of period $(28) $(3) $(3) $(34)
Other comprehensive income before reclassifications 30
 —
 2
 32
Balance at end of period $2
 $(3) $(1) $(2)
         
Three Months Ended March 31, 2018  
  
  
  
Balance at beginning of period $4
 $4
 $3
 $11
Other comprehensive loss before reclassifications (20) —
 (3) (23)
Balance at end of period $(16) $4
 $—
 $(12)

Reclassification adjustments from accumulated other comprehensive income (loss) to the applicable line item on our condensed consolidated statements of operations were as follows:immaterial for the three months ended March 31, 2019 and March 31, 2018.

(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
         
Unrealized gains (losses) on available-for-sale securities:  
  
  
  
Reclassification from accumulated other comprehensive income (loss) to investment revenues, before taxes $—
 $4
 $(1) $12
Income tax effect —
 (2) —
 (4)
Reclassification from accumulated other comprehensive income (loss) to investment revenues, net of taxes $—
 $2
 $(1) $8

13. Income Taxes    
12. Income Taxes

We had a net deferred tax asset of $143$109 million and $129 million at September 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

The effective tax rate for the ninethree months ended September 30, 2018March 31, 2019 was 32.0%24.8%, compared to 40.8%26.2% for the same period in 2017.2018. The effective tax raterates for the ninethree months ended September 30,March 31, 2019 and 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 nine months ended September 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 the 2016 tax year return-to-provision adjustment.

We are currently under examination of our U.S. federal tax return for the years 2014 to 2016 by the IRS. We are also under examination of various states for the years 2011 to 2017. Management believes it has adequately provided for taxes for such years.

Our gross unrecognized tax benefits, including related interest and penalties, totaled $16$14 million at September 30, 2018March 31, 2019 and $15$17 million at December 31, 2017.2018. 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
13. Leases and Contingencies

LEASES

Our leases primarily consist of leased office space, automobiles, and information technology equipment.

As described in Note 2, we have adopted ASU 2016-02, Leases, as of January 1, 2018, including2019. We have adopted the standard on the date of initial application using the optional transition approach. As a reductionresult of this election, the prior periods presented have not been adjusted. Additionally, we have elected the practical expedient to treat both the lease component and non-lease component for our leased office space portfolio as a single lease component.

All our leases are classified as operating leases. At inception of an arrangement we determine if a lease exists. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. At lease commencement date, we recognize right-of-use assets and lease liabilities measured

25

Table of Contents

at the present value of lease payments over the lease term. Since our operating leases do not provide an implicit rate, we utilize the best available information to determine our incremental borrowing rate which is used to calculate the present value of lease payments. The right-of-use asset also includes any prepaid fixed lease payments and excludes lease incentives. Options to extend or terminate a lease may be included in our lease arrangements. We reflect the renewal or termination option in the federal corporate tax rate from 35% to 21%.right-of-use asset and lease liability when it is reasonably certain that we will exercise those options. Operating lease costs for lease payments are recognized on a straight-line basis over the lease term and are included in “Other operating expenses” in our condensed consolidated statement of operations. The operating lease right-of-use assets are included in “Other assets” and the operating lease liabilities are included in “Other liabilities” in our condensed consolidated balance sheet.

Our operating leases have remaining lease terms of one year to ten years. In the normal course of business, we will renew leases that expire or replace them with leases on other properties. In addition to rent, we pay taxes, insurance, and maintenance expenses under certain leases as variable lease payments. As of March 31, 2019, our operating right-of-use asset balance was $160 million and our operating lease liability balance was $175 million. Our operating lease costs totaled $17 million, our variable lease costs totaled $4 million and our sublease income was immaterial for the three months ended March 31, 2019.

As of March 31, 2019, maturities of lease liabilities, excluding leases on a month-to-month basis, were as follows:
(dollars in millions) Operating Leases
   
2019 (excluding the three months ended March 31, 2019) $46
2020 52
2021 39
2022 27
2023 13
2024 6
Thereafter 6
Total lease payments 189
Imputed interest (14)
Total $175
Weighted Average Remaining Lease Term3.8 years
Weighted Average Discount Rate3.74%

As of December 31, 2018, under ASC 840, Leases, annual rental commitments for leased office space, automobiles and information technology equipment accounted for as operating leases, excluding leases on a month-to-month basis, were as follows:
(dollars in millions) Lease Commitments
   
2019 $60
2020 50
2021 37
2022 26
2023 12
2024+ 12
Total $197

Rental expense totaled $74 million in 2018.


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Table of Contents
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.


Federal Securities Class ActionsAction

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.complaint and on December 12, 2018, the Court denied that motion. On January 4, 2019, the Company requested permission to reargue the motion to dismiss decision with respect to the challenged statements from February 2016. On April 23, 2019, the parties executed a settlement agreement, which is subject to Court approval. Papers in support of approval of the settlement have been filed with the Court. The Company believes thatsettlement agreement provides for the allegations specified indismissal of the amended complaint are without merit, and intends to vigorously defend against the claims. As the lawsuit is in the preliminary stages,action with prejudice. The amount incurred by the Company is unable to estimate a reasonably possible rangeimmaterial and has been properly accrued, including the related insurance proceeds, as of loss, if any, that may result from the lawsuit.

SALES RECOURSE OBLIGATIONS

At September 30, 2018, our reserve for sales recourse obligations totaled $7 million, which primarily related to our real estate loan sales in 2014, with a minimal portionMarch 31, 2019. The settlement contains no admission of the reserve related to net charge-off sales of our finance receivables. During the three and nine months ended September 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 September 30, 2018, there were no material recourse requests with loss exposure that management believed would not be coveredliability by the reserve. However, we will continue to monitor any repurchase activity inCompany and 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.other defendants.

15. Benefit Plans    
14. Benefit Plans

During the three and nine months ended September 30,March 31, 2019 and 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 retirementpost-retirement benefits.


27

16. Segment Information    
Table of Contents

Our segments coincide with how our businesses are managed.
15. Segment Information

At September 30, 2018,March 31, 2019, our two segments wereincluded 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 loans and our liquidating retail sales finance portfolios.

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 purchaseOur segment 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 the Consolidated Financial Statements in Part II - Item 8 included in our 20172018 Annual Report on Form 10-K. We report the operating results of our segments and Other using the Segment Accounting Basis, which (i) reflects our allocation methodologies for interest expense and operating costs, and (ii) excludes the impact of applying purchase accounting.


The following tables present information about the Company’sour 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
           
At or for the Three Months Ended March 31, 2019    
  
  
  
Interest income $954
 $—
 $3
 $(1) $956
Interest expense 229
 —
 2
 5
 236
Provision for finance receivable losses 276
 —
 —
 10
 286
Net interest income after provision for finance receivable losses 449
 —
 1
 (16) 434
Other revenues 146
 7
 1
 (6) 148
Other expenses 363
 7
 5
 5
 380
Income (loss) before income tax expense (benefit) $232
 $—

$(3) $(27) $202
           
Assets $19,197
 $—
 $95
 $2,066
 $21,358
At or for the Three Months Ended March 31, 2018    
  
  
  
Interest income $873
 $—
 $5
 $(16) $862
Interest expense 194
 —
 5
 1
 200
Provision for finance receivable losses 258
 —
 (2) (2) 254
Net interest income (loss) after provision for finance receivable losses 421
 —
 2
 (15) 408
Other revenues 106
 9
 (2) 24
 137
Other expenses 353
 8
 10
 6
 377
Income (loss) before income tax expense (benefit) $174
 $1
 $(10) $3
 $168
           
Assets $18,033
 $—
 $255
 $2,179
 $20,467


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(dollars in millions) 
Consumer
and
Insurance
 
Acquisitions
and
Servicing
 Other 
Segment to
GAAP
Adjustment
 
Consolidated
Total
           
Three Months Ended September 30, 2018          
Interest income $935
 $—
 $4
 $(6) $933
Interest expense 218
 —
 4
 5
 227
Provision for finance receivable losses 253
 —
 —
 3
 256
Net interest income after provision for finance receivable losses 464
 —
 —
 (14) 450
Other revenues 140
 8
 1
 (5) 144
Acquisition-related transaction and integration expenses 9
 —
 —
 —
 9
Other expenses 369
 8
 5
 4
 386
Income (loss) before income tax expense (benefit) $226
 $—
 $(4) $(23) $199
Three Months Ended September 30, 2017          
Interest income $831
 $—
 $6
 $(29) $808
Interest expense 195
 —
 5
 7
 207
Provision for finance receivable losses 245
 —
 6
 (8) 243
Net interest income (loss) after provision for finance receivable losses 391
 —
 (5) (28) 358
Other revenues 145
 10
 (1) (2) 152
Acquisition-related transaction and integration expenses 22
 —
 —
 —
 22
Other expenses 343
 10
 7
 7
 367
Income (loss) before income tax expense (benefit) $171
 $—
 $(13) $(37) $121
At or for the Nine Months Ended September 30, 2018    
  
  
  
Interest income $2,718
 $—
 $14
 $(32) $2,700
Interest expense 624
 —
 13
 10
 647
Provision for finance receivable losses 772
 —
 (5) 3
 770
Net interest income after provision for finance receivable losses 1,322
 —
 6
 (45) 1,283
Other revenues 352
 25
 (2) 46
 421
Acquisition-related transaction and integration expenses 41
 —
 —
 6
 47
Other expenses 1,078
 25
 127
 17
 1,247
Income (loss) before income tax expense (benefit) $555
 $—

$(123) $(22) $410
           
Assets $18,152
 $—
 $238
 $2,078
 $20,468
At or for the Nine Months Ended September 30, 2017          
Interest income $2,430
 $—
 $18
 $(109) $2,339
Interest expense 570
 —
 16
 26
 612
Provision for finance receivable losses 718
 —
 7
 (1) 724
Net interest income (loss) after provision for finance receivable losses 1,142
 —
 (5) (134) 1,003
Other revenues 409
 32
 —
 (27) 414
Acquisition-related transaction and integration expenses 56
 —
 6
 (3) 59
Other expenses 1,038
 31
 23
 22
 1,114
Income (loss) before income tax expense (benefit) $457
 $1
 $(34) $(180) $244
           
Assets $16,916
 $4
 $304
 $1,826
 $19,050

17. Fair Value Measurements    
16. 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 the Consolidated Financial Statements in Part II - Item 8 included in our 20172018 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		 Fair Value Measurements Using Total
Fair
Value		 Total
Carrying
Value
(dollars in millions) Level 1 Level 2 Level 3  Level 1 Level 2 Level 3 
                    
September 30, 2018          
March 31, 2019          
Assets                    
Cash and cash equivalents $1,210
 $33
 $—
 $1,243
 $1,243
 $1,666
 $43
 $—
 $1,709
 $1,709
Investment securities 37
 1,665
 5
 1,707
 1,707
 37
 1,702
 4
 1,743
 1,743
Net finance receivables, less allowance for finance receivable losses —
 —
 16,445
 16,445
 15,044
 —
 —
 16,872
 16,872
 15,403
Finance receivables held for sale —
 —
 242
 242
 207
 —
 —
 80
 80
 78
Restricted cash and restricted cash equivalents 495
 —
 —
 495
 495
 575
 —
 —
 575
 575
Other assets * —
 —
 16
 16
 16
 —
 —
 13
 13
 13
                    
Liabilities                    
Long-term debt $—
 $16,125
 $—
 $16,125
 $15,731
 $—
 $16,681
 $—
 $16,681
 $16,117
                    
December 31, 2017          
December 31, 2018          
Assets                    
Cash and cash equivalents $933
 $54
 $—
 $987
 $987
 $618
 $61
 $—
 $679
 $679
Investment securities 36
 1,654
 7
 1,697
 1,697
 34
 1,655
 5
 1,694
 1,694
Net finance receivables, less allowance for finance receivable losses —
 —
 15,656
 15,656
 14,260
 —
 —
 16,734
 16,734
 15,433
Finance receivables held for sale —
 —
 139
 139
 132
 —
 —
 103
 103
 103
Restricted cash and restricted cash equivalents 498
 —
 —
 498
 498
 499
 —
 —
 499
 499
Other assets * —
 —
 12
 12
 12
 —
 1
 15
 16
 16
                    
Liabilities        
          
  
Long-term debt $—
 $15,625
 $—
 $15,625
 $15,050
 $—
 $15,041
 $—
 $15,041
 $15,178
                                     
*Other assets at September 30, 2018March 31, 2019 and December 31, 20172018 include miscellaneous receivables related to our liquidating loan portfolios.

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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 Fair Value Measurements Using Total Carried At Fair Value
(dollars in millions) Level 1 Level 2 Level 3 *  Level 1 Level 2 Level 3 
                
September 30, 2018  
  
  
  
March 31, 2019  
  
  
  
Assets  
  
  
  
  
  
  
  
Cash equivalents in mutual funds $508
 $—
 $—
 $508
 $1,033
 $—
 $—
 $1,033
Cash equivalents in securities —
 33
 —
 33
 —
 43
 —
 43
Investment securities:  
  
  
  
  
  
  
  
Available-for-sale securities  
  
  
  
  
  
  
  
U.S. government and government sponsored entities —
 20
 —
 20
 —
 17
 —
 17
Obligations of states, municipalities, and political subdivisions —
 95
 —
 95
 —
 87
 —
 87
Certificates of deposit and commercial paper —
 52
 —
 52
 —
 59
 —
 59
Non-U.S. government and government sponsored entities —
 141
 —
 141
 —
 145
 —
 145
Corporate debt —
 1,012
 2
 1,014
 —
 1,057
 2
 1,059
RMBS —
 122
 —
 122
 —
 141
 —
 141
CMBS —
 73
 —
 73
 —
 66
 —
 66
CDO/ABS —
 93
 1
 94
 —
 83
 —
 83
Total available-for-sale securities —
 1,608
 3
 1,611
 —
 1,655
 2
 1,657
Other securities  
  
  
 

  
  
  
 

Bonds:  
  
  
 

  
  
  
 

Non-U.S. government and government sponsored entities —
 1
 —
 1
 —
 1
 —
 1
Corporate debt —
 45
 1
 46
 —
 37
 1
 38
RMBS —
 1
 —
 1
 —
 1
 —
 1
CDO/ABS —
 3
 —
 3
 —
 1
 —
 1
Total bonds —
 50
 1
 51
 —
 40
 1
 41
Preferred stock 13
 7
 —
 20
 13
 7
 —
 20
Common stock 24
 —
 —
 24
 24
 —
 —
 24
Other long-term investments —
 —
 1
 1
 —
 —
 1
 1
Total other securities 37
 57
 2
 96
 37
 47
 2
 86
Total investment securities 37
 1,665
 5
 1,707
 37
 1,702
 4
 1,743
Restricted cash in mutual funds 480
 —
 —
 480
 560
 —
 —
 560
Total $1,025
 $1,698
 $5
 $2,728
 $1,630
 $1,745
 $4
 $3,379

*Due to the insignificant activity within the Level 3 assets during the three and nine months ended September 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.
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Table of Contents

 Fair Value Measurements Using Total Carried At Fair Value Fair Value Measurements Using Total Carried At Fair Value
(dollars in millions) Level 1 Level 2 Level 3 (a)  Level 1 Level 2 Level 3 
                
December 31, 2017  
  
  
  
December 31, 2018  
  
  
  
Assets  
  
  
  
  
  
  
  
Cash equivalents in mutual funds $709
 $—
 $—
 $709
 $426
 $—
 $—
 $426
Cash equivalents in securities —
 54
 —
 54
 —
 61
 —
 61
Investment securities:  
  
  
  
  
  
  
  
Available-for-sale securities  
  
  
  
  
  
  
  
U.S. government and government sponsored entities —
 28
 —
 28
 —
 21
 —
 21
Obligations of states, municipalities, and political subdivisions —
 135
 —
 135
 —
 90
 —
 90
Certificates of deposit and commercial paper —
 60
 —
 60
 —
 63
 —
 63
Non-U.S. government and government sponsored entities —
 125
 —
 125
 —
 143
 —
 143
Corporate debt —
 946
 2
 948
 —
 995
 2
 997
RMBS —
 99
 —
 99
 —
 128
 —
 128
CMBS —
 87
 —
 87
 —
 71
 —
 71
CDO/ABS —
 95
 1
 96
 —
 93
 1
 94
Total available-for-sale securities (b) —
 1,575
 3
 1,578
 —
 1,604
 3
 1,607
Other securities  
  
  
    
  
  
  
Bonds:  
  
  
  
  
  
  
  
Non-U.S. government and government sponsored entities —
 1
 —
 1
 —
 1
 —
 1
Corporate debt —
 66
 2
 68
 —
 42
 1
 43
RMBS —
 1
 —
 1
 —
 1
 —
 1
CDO/ABS —
 4
 —
 4
 —
 1
 —
 1
Total bonds —
 72
 2
 74
 —
 45
 1
 46
Preferred stock 13
 7
 —
 20
 13
 6
 —
 19
Common stock 23
 —
 —
 23
 21
 —
 —
 21
Other long-term investments —
 —
 1
 1
 —
 —
 1
 1
Total other securities 36
 79
 3
 118
 34
 51
 2
 87
Total investment securities 36
 1,654
 6
 1,696
 34
 1,655
 5
 1,694
Restricted cash in mutual funds 484
 —
 —
 484
 482
 —
 —
 482
Total $1,229
 $1,708
 $6
 $2,943
 $942
 $1,716
 $5
 $2,663
(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.
Due to the insignificant activity within the Level 3 assets during the three months ended March 31, 2019 and 2018 period, 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 in the tables above.

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 $3 million and immaterial for the three and nine months ended September 30,March 31, 2019 and 2018, and 2017.respectively.

FAIR VALUE MEASUREMENTS — VALUATION METHODOLOGIES AND ASSUMPTIONS

See Note 23 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our 20172018 Annual Report on Form 10-K for information regarding our methods and assumptions used to estimate fair value.

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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
 
4032
Overview
 
4335
Recent Developments and Outlook
 
4436
Results of Operations
 
4637
Segment Results
 
4940
Credit Quality
 
5143
Liquidity and Capital Resources
 
5646
Off-Balance Sheet Arrangements
 
6050
Critical Accounting Policies and Estimates
 
6050
Recent Accounting Pronouncements
 
6150
Seasonality
 
6151

Forward-Looking Statements    
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 inherentare subject to risks, uncertainties, assumptions 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 toupdate or revise 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.events, whether as a result of new information, future developments or otherwise,
except as required by law. 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;

adverse 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;markets;

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

our estimates of the allowance for finance receivable losses may not be adequate to absorb actual losses, causing our provision for finance receivable losses to increase, which would adversely affect our results of operations;

increased levels of unemployment and personal bankruptcies;

our strategy of increasing the proportion of secured loans may lead to declines in or slower growth in our personal loan receivables and portfolio yield;

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


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our decentralized branch loan approval process could expose us to greater than historical delinquencies and charge-offs;

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


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
a failure in or breach of our business, reputation and our financial position, resultsoperational or security systems or infrastructure or those of operations and cash flowsthird parties, including as a result of any cyberbreachcyber-attacks; or other cyber-related incidentincidents involving our information systems or the loss, theft or unauthorized disclosure of personally identifiable information, or “PII,” 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;customers;

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 assessingmay be inadequate to properly assess the risk of customer unwillingness or lack of capacity to repay;

adverse 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,increased competition, lack of customer responsiveness to our distribution channels, our abilityan inability to make technological improvements, and the strength and ability of our competitors to operate independently or to enter into business combinations that result inoffer a more attractive range of customerpersonal loan 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;than we offer;

changes in federal, state or local laws, regulations, or regulatory policies and practices including the Dodd-Frank Act (which, among other things, established the BCFP, which has broad authority to regulate and examine financial institutions, including us), that adversely affect our ability to conduct business or the manner in which we are permitted to 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 enactmentTax Act;

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

we may be unable to successfully implement our growth strategy for our consumer lending business or successfully acquire portfolios of the Tax Act;personal loans;

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

potential liability relating to real estate and personal loansfinance receivables which we have sold or securitized or may sell or securitize 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;therewith;

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;

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 ownership of our common stock continues to be highly concentrated, which may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest;


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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 principlesmanagement estimates and policies or changes in accounting estimates;assumptions, including estimates and assumptions about future events, may prove to be incorrect;

any failure or inability to achieve the SpringCastle Portfolio performance requirements, set forth inwhich could, among other things, cause us to lose our loan servicing rights over the SpringCastle Interests Sale purchase agreement;Portfolio; and

various risks relating to continued compliance with the effectSettlement Agreement with the U.S. Department 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.Justice.

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.stock and should not place undue reliance on any of our forward-looking statements. 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.


Overview    
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Overview

We are a leading provider of responsible personal loan products, primarily to non-prime customers. Our network of overapproximately 1,600 branch offices in 44 states as of September 30, 2018 is staffed with expert personnel and is complemented by our online consumer loan origination businesscapabilities and centralized operations, which allows us to reach customers located outside our branch footprint.network. 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 optional credit and non-credit insurance.insurance products.

In addition to our loan originations and insurance sales activities, 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.alliances.

OUR PRODUCTS

Our product offerings include:

Personal Loans — We offer personal loans through our branch network, and over the Internet through our centralized operations, and our website, www.omf.com, 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 automobiles, or other personal propertytitled collateral or are unsecured. At September 30, 2018,March 31, 2019, we had nearly 2.4approximately 2.3 million personal loans, representing $15.8$16.1 billion of net finance receivables, compared to approximately 2.4 million personal loans totaling $14.8$16.2 billion at December 31, 2017.2018.

Insurance Products — We offer our customerscustomers optional credit insurance products (life insurance, disability insurance, and involuntary unemployment insurance) and optional non-credit insurance products 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 optional 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 finance 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.finance contracts. Effective on September 30, 2018,2018, our real estate loans previously classified as Other Receivables were transferred from held for investment to held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.sale. See Notes 3, 45, 6 and 57 of the Notes to Condensedthe Consolidated Financial Statements in Part II - Item 8 included in this reportour 2018 Annual Report on Form 10-K for more information about Other Receivables.

OUR SEGMENTS

At September 30, 2018,March 31, 2019, we had two operating segments:

Consumer and Insurance; and
Acquisitions and Servicing.

The remaining components (which we refer to as “Other”) consist of our non-originating legacy operations, which primarily include our liquidating real estate loan portfolio and our liquidating retail sales finance portfolio.

See Note 1615 of the Notes to the Condensed Consolidated Financial Statements included in this report for more information about our segments.


Recent Developments and Outlook    
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Recent Developments and Outlook

RECENT DEVELOPMENTS    

Apollo-Värde TransactionCash Dividends to our Common Stockholders

On January 3, 2018, the Apollo-Värde Group entered into a Share Purchase Agreement with SFH andFebruary 11, 2019, the Company announced an initial quarterly dividend of $0.25 per share and paid $34 million on March 15, 2019 to acquire from SFH 54,937,500 sharesrecord holders of our common stock representingas of the entire holdingsclose of business on February 26, 2019. On April 29, 2019, the Company announced a quarterly dividend of $0.25 per share, payable on June 14, 2019 to record holders of our common stock beneficially owned by Fortress. The Apollo-Värde Transaction closedas of the close of business on June 25, 2018 for an aggregate purchase price of approximately $1.4 billion in cash.May 29, 2019.

As disclosed inIssuance of 6.125% Senior Notes Due 2024 and Redemptions of 5.25% Senior Notes due 2019 and 6.00% Senior Notes Due 2020

For information regarding such notes issuance and redemptions, see Note 217 of the Notes to the Condensed 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.this report.

AIG Share Sale TransactionDeparture of Chief Financial Officer (“CFO”) and Appointment of CFO

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 ofApril 25, 2019, 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.

Appointment of New Member of the Board of Directors appointed Micah R. Conrad as CFO. Mr. Conrad replaces Scott T. Parker, who resigned as Executive Vice President and Chief Executive Officer at OMH

On July 13, 2018, we announced that ourCFO on March 26, 2019 and departed the Company on April 4, 2019. Mr. Parker’s departure was not due to any disagreement between Mr. Parker and the Company relating to the Company’s Board of Directors had appointed Douglas H. Shulmanfinancial reporting or condition, policies or practices. Mr. Conrad has served as the Company’s next President and Chief Executive Officer. Mr. Shulman succeeds Jay N. Levine who will remain Chairman of the Board. On September 8, 2018, Mr. Shulman beganActing CFO from March 26, 2019 until his first day of employment and was also appointed to the Company’s Board of Directors.appointment as CFO.

Cost Synergies

As of September 30, 2018, we had incurred approximately $286 million of total acquisition-related transaction and integration expenses ($47 million incurred during 2018) from the OneMain Acquisition.Acquisition - Sale of Merit Life Insurance Co.

As part of our continuing integration efforts in connection withfrom the OneMain Acquisition, on May 29, 2018, the CompanyMarch 7, 2019, we entered into a share purchase agreementShare Purchase Agreement with a third partythird-party insurance holding company to sell all of the issued and outstanding shares of our Yosemite insurance company subsidiary.Merit, a wholly owned subsidiary of SFC. The transaction closed in the third quarter of 2018. We recorded an impairment loss of $14 million in acquisition-related transaction and integration expensesis expected to close in the second quarter of 2018. There was no loss2019 and is subject to regulatory approval and other customary closing conditions. The assets and liabilities of Merit, that are subject to sale, are classified as held for sale as of March 31, 2019 and are reflected in “Other assets” and “Other liabilities” respectively in our condensed consolidated balance sheet. Based on the estimated purchase price, there is no indication of impairment of net assets held for sale as of Yosemite recorded in the quarter ended September 30, 2018.March 31, 2019.

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 throughbase. We further describe our key initiatives and strategies under “Recent Developments and Outlook” of the following key initiatives:

Continuing the growth in receivables through enhanced marketing strategiesManagement’s Discussion and customer product options;
Growing secured lending originations with a goalAnalysis of enhancing credit performance;
Leveraging our scaleFinancial Condition 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 moderate growth, we expect to continue our long history of strong credit performance. We 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.

Results of Operations in Part II - Item 7 included in our 2018 Annual Report on Form 10-K.

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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 September 30,		 At or for the
Nine Months Ended September 30,
 At or for the
Three Months Ended March 31,
(dollars in millions, except per share amounts) 2018 2017 2018 2017 2019 2018
 
Interest income $933
 $808
 $2,700
 $2,339
 $956
 $862
Interest expense 227
 207
 647
 612
 236
 200
Provision for finance receivable losses 256
 243
 770
 724
 286
 254
Net interest income after provision for finance receivable losses 450
 358
 1,283
 1,003
 434
 408
Other revenues 144
 152
 421
 414
 148
 137
Acquisition-related transaction and integration expenses 9
 22
 47
 59
Other expenses 386
 367
 1,247
 1,114
 380
 377
Income before income taxes 199
 121
 410
 244
 202
 168
Income taxes 51
 52
 131
 100
 50
 44
Net income $148
 $69
 $279
 $144
 $152
 $124
            
Share Data:  
  
  
  
    
Weighted average number of shares outstanding:  
  
  
  
Basic 135,756,479
 135,253,493
 135,677,811
 135,240,664
Diluted 136,107,045
 135,711,212
 135,991,716
 135,599,369
Earnings per share:  
  
  
  
    
Basic $1.09
 $0.52
 $2.05
 $1.07
Diluted $1.09
 $0.51
 $2.05
 $1.07
 $1.11
 $0.91
            
Selected Financial Statistics *  
  
  
  
    
Finance receivables held for investment:            
Net finance receivables $15,750
 $14,496
 $15,750
 $14,496
 $16,136
 $14,987
Number of accounts 2,382,331
 2,306,735
 2,382,331
 2,306,735
 2,326,835
 2,348,676
Finance receivables held for sale:            
Net finance receivables $207
 $137
 $207
 $137
 $78
 $126
Number of accounts 4,424
 2,533
 4,424
 2,533
 2,357
 2,345
Finance receivables held for investment:        
Finance receivables held for investment and held for sale:    
Average net receivables $15,695
 $14,297
 $15,307
 $13,830
 $16,146
 $14,986
Average daily debt balance $15,839
 $14,947
Yield 23.51 % 22.35 % 23.51 % 22.52 % 23.92 % 23.25 %
Gross charge-off ratio 6.46 %
6.83 %
7.19 %
7.71 %
7.82 % 7.85 %
Recovery ratio (0.70)%
(0.67)%
(0.76)%
(0.80)%
(0.70)% (0.75)%
Net charge-off ratio 5.76 % 6.16 % 6.43 % 6.91 % 7.12 % 7.10 %
30-89 Delinquency ratio 2.33 % 2.43 % 2.33 % 2.43 % 1.93 % 2.11 %
Origination volume $2,899
 $2,640
 $8,655
 $7,405
 $2,582
 $2,540
Number of accounts originated 345,680
 369,720
 1,063,971
 1,011,612
 276,329
 324,730
                                     
*See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

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Comparison of Consolidated Results for the Three and Nine Months Ended September 30,March 31, 2019 and 2018 and 2017

Interest income increased $125$94 million and $361 millionor 11% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily due to continued growth in our loan portfolio and higher yield, which was primarily driven by lower amortization of purchase premium on our non-credit impaired finance receivables. The yield in the 2017 periods was negatively impacted by hurricanes Harvey and Irma. The yield in the 2018 periods is slightly reduced by the continued portfolio shift towards more secured loans, which have lower yields.

Interest expense increased $20$36 million and $35 millionor 18% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily due to the increase in average outstanding debt, relatedconsistent with the growth in our loan portfolio, and our strategic actions to the issuanceincrease unsecured debt, which tends to have higher interest rates than secured debt, in order to achieve a more proportional mix of the 6.875%secured and 7.125% SFC Notes, partially offset by the redemption of the OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.unsecured funding.

See Notes 87 and 98 of the Notes to the 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 $13$32 million and $46 millionor 13% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily driven by the growth in theour loan portfolio. This increase was partiallyportfolio offset by the 2017lower required provision of $17 million due to estimated future net charge-offs attributablethe continued change in portfolio mix to more secured personal loans. As a result of the hurricanes Harvey, Irma and Maria. Thetransfer of the remaining real estate loans to held for sale, the level of allowance for finance receivable losses as a percentage of net finance receivables has decreased from 2017 due to the continued changesame period 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.2018.

Other revenues decreased $8increased $11 million or 8% for the three months ended September 30, 2018March 31, 2019 when compared to the same period in 20172018 primarily due to lower(i) a $13 million increase of investment revenue receiveddriven by unrealized gains on equity investment securities and an increase in 2018interest income on third party creditour cash and cash equivalents, (ii) an $11 million net gain on sale of a cost method investment, and (iii) a $5 million increase in insurance policies which were canceledpremiums due to the increase in 2017.insurance products sold. The increase was partially offset by $20 million of higher net losses on repurchases and repayments of debt.
For
Other expenses increased $3 million or less than 1% for the ninethree months ended September 30, 2018, other revenues increased $7 millionMarch 31, 2019 when compared to the same period in 2017 primarily due2018 reflecting our strategy to lower loss on repurchases and repayments of debtreinvest in the 2018 period offset by the lower revenue received in 2018 on canceled insurance policies noted above.
Acquisition-related transaction and integration costs decreased $13 million and $12 million for the three and nine months ended September 30, 2018, respectively, primarily due to branch and office consolidation expenses that were incurred in the 2017 periods.our business.

Other expensesIncome taxes increased $19totaled $50 million for the three months ended September 30, 2018 whenMarch 31, 2019 compared to $44 million for the same period in 2018. The increase is primarily due to higher pre-tax income in the current period compared to the same period in 2017 primarily reflecting our initiatives to reinvest in the business and growth in our operations.
For the nine months ended September 30, 2018, other expenses increased $133 million 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 taxestotaled $51 million for the three months ended September 30, 2018 compared to $52 million for the same period in 2017.2018. The effective tax rate for the three months ended September 30, 2018March 31, 2019 was 25.7%24.8% compared to 42.7%26.2% for the same period in 2017. For the nine months ended September 30, 2018 income taxes totaled $131 million compared to $100 million for the same period in 2017.2018. The effective tax rate for the nine months ended September 30, 2018 was 32.0% compared to 40.8% for the same period in 2017.

The effective tax raterates for the three months ended September 30,March 31, 2019 and 2018 differed from the federal statutory rate of 21% primarily due to the effect of state income taxes. The effective tax rate for the three months ended September 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 the 2016 tax year return-to-provision adjustment.

The effective tax rate for the nine months ended September 30, 2018 differed from the federal statutory rate
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Table 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 nine months ended September 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 the 2016 tax year return-to-provision adjustment.Contents


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 ourunder “Results of Operations” of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in our 20172018 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 tax expense (benefit) on a Segment Accounting Basis to adjusted pretax income (loss) (non-GAAP) by segment were as follows:
(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
 
Consumer and Insurance            
Income before income taxes - Segment Accounting Basis $226
 $171
 $555
 $457
 $232
 $174
Adjustments:            
Net loss on repurchases and repayments of debt 16
 27
Net gain on sale of cost method investment (11) —
Acquisition-related transaction and integration expenses 9
 22
 41
 56
 6
 10
Net loss on repurchases and repayments of debt —
 1
 63
 18
Restructuring charges 3
 —
Adjusted pretax income (non-GAAP) $235
 $194
 $659
 $531
 $246
 $211
            
Acquisitions and Servicing            
Income before income taxes - Segment Accounting Basis $—
 $—
 $—
 $1
 $—
 $1
Adjustments: —
 —
 —
 —
Adjustments —
 —
Adjusted pretax income (non-GAAP) $—
 $—
 $—
 $1
 $—
 $1
            
Other            
Loss before income tax benefit - Segment Accounting Basis $(4) $(13) $(123) $(34) $(3) $(10)
Adjustments:        
Non-cash incentive compensation expense —
 —
 106
 —
Acquisition-related transaction and integration expenses —
 —
 —
 6
Net loss on sale of real estate loans * 1
 —
Adjusted pretax loss (non-GAAP) $(4) $(13) $(17) $(28) $(2) $(10)
* During the three months ended March 31, 2019, the resulting impairment on finance receivables held for sale remaining after the February 2019 Real Estate Loan Sale has been combined with the gain on the sale.

We describe our acquisition-related transaction and integration expenses in ourunder “Results of Operations” of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in our 20172018 Annual Report on Form 10-K.

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Segment Results    
Segment Results

See Note 1622 of the Notes to Condensedthe Consolidated Financial Statements in Part II - Item 8 included in this reportour 2018 Annual Report on Form 10-K 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. See Note 15 of the Notes to the Condensed Consolidated Financial Statements included in this report for reconciliations of segment totals to condensed consolidated financial statement amounts.

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 September 30,		 At or for the
Nine Months Ended September 30,
 At or for the
Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
 
Interest income $935
 $831
 $2,718
 $2,430
 $954
 $873
Interest expense 218
 195
 624
 570
 229
 194
Provision for finance receivable losses 253
 245
 772
 718
 276
 258
Net interest income after provision for finance receivable losses 464
 391
 1,322
 1,142
 449
 421
Other revenues 140
 146
 415
 427
 151
 133
Other expenses 369
 343
 1,078
 1,038
 354
 343
Adjusted pretax income (non-GAAP) $235
 $194
 $659
 $531
 $246
 $211
            
Selected Financial Statistics *  
  
  
  
  
  
Finance receivables held for investment:            
Net finance receivables $15,777
 $14,334
 $15,777
 $14,334
 $16,170
 $14,870
Number of accounts 2,382,331
 2,301,321
 2,382,331
 2,301,321
 2,326,835
 2,344,236
Finance receivables held for investment:        
Finance receivables held for investment and held for sale:    
Average net receivables $15,619
 $14,119
 $15,203
 $13,617
 $16,179
 $14,860
Yield 23.74 % 23.35 % 23.91 % 23.85 % 23.92 % 23.83 %
Gross charge-off ratio 6.61 % 7.20 % 7.41 % 8.20 % 7.92 % 8.10 %
Recovery ratio (0.79)% (0.83)% (0.87)% (0.98)% (0.81)% (0.89)%
Net charge-off ratio 5.82 % 6.37 % 6.54 % 7.22 % 7.11 % 7.21 %
30-89 Delinquency ratio 2.34 % 2.39 % 2.34 % 2.39 % 1.94 % 2.08 %
Origination volume $2,899
 $2,639
 $8,655
 $7,405
 $2,582
 $2,540
Number of accounts originated 345,680
 369,720
 1,063,971
 1,011,612
 276,329
 324,730
                                     
*See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.



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Comparison of Adjusted Pretax Income for the Three and Nine Months Ended September 30,March 31, 2019 and 2018 and 2017

Interest income increased $104$81 million and $288 millionor 9% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily due primarily to the continued growth in our loan portfolio. The yield in the 2017 periods was negatively impacted by hurricanes Harvey and Irma. The yield in the 2018 periods is slightly reduced by the continued portfolio shift towards more secured loans, which have lower yields.

Interest expense increased $23$35 million and $54 millionor 18% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily due to the increase in average outstanding debt, relatedconsistent with the growth in our loan portfolio, and our strategic actions to increase unsecured debt, which tends to have higher interest rates than secured debt, in order to achieve a more proportional mix of secured and unsecured funding.

See Notes 7 and 8 of the Notes to the issuance of the 6.875%Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions and 7.125% SFC Notes, partially offset by the redemption of the OMFH 6.75% and 7.25% Senior Notes due 2019 and 2021.

our conduit facilities.

Provision for finance receivable lossesincreased $8$18 million and $54 millionor 7% for the three and nine months ended September 30, 2018, respectively,March 31, 2019 when compared to the same periodsperiod in 20172018 primarily driven by the growth in theour loan portfolio. This increase was partiallyportfolio offset by the 2017lower required provision of $12 million due to estimated future net charge-offs attributablethe continued change in portfolio mix to more secured personal loans. As a result of this change in mix as well as improvement in the hurricanes Harvey and Irma. Theeffectiveness of our collections, the level of allowance for finance receivable losses as a percentage of net finance receivables has decreased from 2017 due to the continued changesame period 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.2018.

Other revenues decreased $6increased $18 million and $12 millionor 14% for the three and nine months ended September 30, 2018March 31, 2019 when compared to the same periodsperiod in 20172018 primarily due to lower(i) a $13 million increase in investment revenue receiveddriven by unrealized gains on equity investment securities and an increase in 2018interest income on third party creditour cash and cash equivalents and (ii) a $5 million increase in insurance policies which were canceledpremiums due to the increase in 2017.insurance products sold.

Other expenses increased $26$11 million and $40 million for the three months and nine months ended September 30, 2018or 3% when compared to the same periodsperiod in 2017 primarily2018 reflecting our initiativesstrategy to reinvest in the business and growth in our operations.business.

ACQUISITIONS AND SERVICING

Adjusted pretax income for Acquisition and Servicing (which is reported on an adjusted Segment Accounting Basis) was as follows:
(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
 
Other revenues $8
 $10
 $25
 $32
 $7
 $9
Other expenses 8
 10
 25
 31
 7
 8
Adjusted pretax income (non-GAAP) $—
 $—
 $—
 $1
 $—
 $1


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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.portfolios.

Adjusted pretax income (loss)loss of the Other components (which is reported on an adjusted Segment Accounting Basis) was as follows:
(dollars in millions) Three Months Ended September 30, Nine Months Ended September 30,
 Three Months Ended March 31,
(dollars in millions) 2018 2017 2018 2017 2019 2018
 
Interest income $4
 $6
 $14
 $18
 $3
 $5
Interest expense 4
 5
 13
 16
 2
 5
Provision for finance receivable losses * —
 6
 (5) 7
Net interest income (loss) after provision for finance receivable losses —
 (5) 6
 (5)
Provision for finance receivable losses —
 (2)
Net interest income after provision for finance receivable losses 1
 2
Other revenues 1
 (1) (2) —
 2
 (2)
Other expenses 5
 7
 21
 23
Adjusted pretax income (loss) (non-GAAP) $(4) $(13) $(17) $(28)
Other expenses * 5
 10
Adjusted pretax loss (non-GAAP) $(2) $(10)
                                     
*For
Other expenses for the three and nine months ended September 30, 2017 our provision for finance receivable losses includes approximately $5March 31, 2018 include $4 million estimated increase in future net charge-offs attributableof non-cash incentive compensation expense related to the impactrights of hurricanes Harvey and Maria.certain executives to a portion of the cash proceeds from the sale of our common stock by SFH.

Net finance receivables of the Other components (which are reported on a Segment Accounting Basis) were as follows:
(dollars in millions) September 30,
 2018 * 2017
Net finance receivables held for investment:    
Other receivables $—
 $148
     
Net finance receivables held for sale:    
Other receivables $215
 $142
  March 31,
(dollars in millions) 2019 2018
     
Net finance receivables    
Other receivables * $—
 $136
     
Net finance receivables held for sale:    
Other receivables * $79
 $133
                                     
*
On September 30, 2018, we transferred our real estate loans previously classified as Other Receivables from held for investment to held for sale. See Note 3Notes 5 and 7 of the Notes to the Condensed Consolidated Financial Statements in Part II - Item 8 included in this reportour 2018 Annual Report on Form 10-K for further information.



42

Credit Quality    
Table of Contents

Credit Quality

FINANCE RECEIVABLES 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 totalOur net finance receivables, on a GAAP basis:
(dollars in millions) 
Consumer
and
Insurance
 Other 
Segment to
GAAP
Adjustment
 
Consolidated
Total
         
September 30, 2018        
Personal loans $15,777
 $—
 $(27) $15,750
         
December 31, 2017        
Personal loans $14,820
 $—
 $3
 $14,823
Other receivables —
 142
 (8) 134
Total $14,820
 $142
 $(5) $14,957

The largest componentconsisting of our finance receivablespersonal loans, were $16.1 billion at March 31, 2019 and primary source of our interest income is our personal loan portfolio.$16.2 billion at December 31, 2018. 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 automobiles, or other personal propertytitled collateral or are unsecured. We consider the value andof the collateral, the concentration of secured loans, and the delinquency status of our finance receivables as the primary indicators of credit quality. At September 30, 2018March 31, 2019 and December 31, 2017, 46%2018, 49% and 43%48%, respectively, of our personal loans, on a consolidated basis, were secured by titled collateral, respectively.collateral.

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,near 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:Near 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-primenon-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.


Our net finance receivablespersonal loans are grouped into the following categories based solely on borrower FICO credit scores atas of the purchase, origination, renewal, or most recently refreshed date wereor as follows:of the origination or purchase date:
(dollars in millions) Personal
Loans		 Other Receivables Total March 31, 2019 December 31, 2018
          
September 30, 2018      
FICO scores          
660 or higher $4,021
 $—
 $4,021
 $3,785
 $3,906
620-659 4,128
 —
 4,128
 4,220
 4,251
619 or below 7,601
 —
 7,601
 8,131
 8,007
Total $15,750
 $—
 $15,750
 $16,136
 $16,164
      
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.exposure. 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/collection technologies and tools and drives operating efficiencies in servicing. At 90 days contractually past due, we consider our finance receivables to be nonperforming.


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Table of Contents

The following table presents (i) delinquency information of the Company’s segments on a Segment Accounting Basis, (ii) reconciliations to our totalfor net finance receivables on a GAAP basis, by number of days delinquent, and (iii) delinquency ratiosis as a percentage of net finance receivables:follows:
(dollars in millions) 
Consumer
and
Insurance
 Other 
Segment to
GAAP
Adjustment
 
Consolidated
Total
 Consumer
and
Insurance		 
Segment to
GAAP
Adjustment
 
GAAP
 Basis
              
September 30, 2018        
March 31, 2019      
Current $15,086
 $—
 $(23) $15,063
 $15,520
 $(31) $15,489
30-59 days past due 216
 —
 (1) 215
 180
 (1) 179
Delinquent (60-89 days past due) 153
 —
 (1) 152
 133
 —
 133
Performing 15,455
 —
 (25) 15,430
 15,833
 (32) 15,801
              
Nonperforming (90+ days past due) 322
 —
 (2) 320
 337
 (2) 335
Total net finance receivables $15,777
 $—
 $(27) $15,750
 $16,170
 $(34) $16,136
              
Delinquency ratio              
30-89 days past due 2.34% *
 *
 2.33% 1.94% *
 1.93%
30+ days past due 4.38% *
 *
 4.36% 4.02% *
 4.01%
60+ days past due 3.01% *
 *
 3.00% 2.91% *
 2.90%
90+ days past due 2.04% *
 *
 2.04% 2.08% *
 2.08%
              
December 31, 2017        
December 31, 2018      
Current $14,119
 $109
 $—
 $14,228
 $15,437
 $(26) $15,411
30-59 days past due 205
 9
 (2) 212
 231
 (2) 229
Delinquent (60-89 days past due) 157
 4
 (1) 160
 162
 (1) 161
Performing 14,481
 122
 (3) 14,600
 15,830
 (29) 15,801
              
Nonperforming (90+ days past due) 339
 20
 (2) 357
 365
 (2) 363
Total net finance receivables $14,820
 $142
 $(5) $14,957
 $16,195
 $(31) $16,164
              
Delinquency ratio              
30-89 days past due 2.44% 8.60% *
 2.49% 2.43% *
 2.42%
30+ days past due 4.73% 22.75% *
 4.88% 4.68% *
 4.66%
60+ days past due 3.35% 16.66% *
 3.46% 3.26% *
 3.25%
90+ days past due 2.29% 14.15% *
 2.39% 2.25% *
 2.25%
                                      
*Not applicable.


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Table of Contents

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 portfoliosportfolio 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
 
Consumer
and
Insurance
 Other (a) 
Segment to
GAAP
Adjustment
 
Consolidated
Total
                
Three Months Ended September 30, 2018        
Balance at beginning of period $729
 $30
 $(57) $702
Provision for finance receivable losses 253
 —
 3
 256
Charge-offs (260) (1) 5
 (256)
Recoveries 31
 1
 (5) 27
Other (a) —
 (30) 7
 (23)
Balance at end of period $753
 $—
 $(47) $706
        
Three Months Ended September 30, 2017        
Balance at beginning of period $697
 $27
 $(48) $676
Provision for finance receivable losses 245
 6
 (8) 243
Charge-offs (257) (1) 12
 (246)
Recoveries 30
 1
 (6) 25
Balance at end of period $715
 $33
 $(50) $698
        
Nine Months Ended September 30, 2018        
Balance at beginning of period $724
 $35
 $(62) $697
Provision for finance receivable losses 772
 (5) 3
 770
Charge-offs (842) (3) 22
 (823)
Recoveries 99
 3
 (17) 85
Other (a) —
 (30) 7
 (23)
Balance at end of period $753
 $—
 $(47) $706
        
Allowance ratio 4.77% (b)
 (b)
 4.48%
        
Nine Months Ended September 30, 2017        
March 31, 2019        
Balance at beginning of period $732
 $31
 $(74) $689
 $773
 $—
 $(42) $731
Provision for finance receivable losses 718
 7
 (1) 724
 276
 —
 10
 286
Charge-offs (836) (7) 45
 (798) (316) —
 5
 (311)
Recoveries 101
 2
 (20) 83
 32
 —
 (5) 27
Balance at end of period $715
 $33
 $(50) $698
 $765
 $—
 $(32) $733
                
Allowance ratio 4.99% 23.21% (b)
 4.81% 4.73% (b)
 (b)
 4.54%
        
March 31, 2018        
Balance at beginning of period $724
 $35
 $(62) $697
Provision for finance receivable losses 258
 (2) (2) 254
Charge-offs (297) (2) 9
 (290)
Recoveries 33
 1
 (6) 28
Balance at end of period $718
 $32
 $(61) $689
        
Allowance ratio 4.83% 23.19% (b)
 4.60%
                                      
(a) Other consists primarily of the reclassification of allowance for finance receivable losses due to the transfer of the real estate loans in Other Receivables from held for investment to finance receivables held for sale. See Note 3 of the Notes to Condensed Consolidated Financial Statements included in this report for further information.
(a)Due to the transfer of our real estate loans from held for investment to held for sale on September 30, 2018, there are no longer finance receivable losses associated in Other. See Note 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our 2018 Annual Report on Form 10-K for further information.

(b)Not applicable.


The current delinquency status of our finance receivable portfolio, inclusive of recent borrower performance, the underlying 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 receivable losses as a percentage of net finance receivables has decreased from 2017prior periods due to the continued change in portfolio mix to more secured personal loans and improvement in the effectiveness of our collections, and the completion of our integration of the OneMain Acquisition.collections.

See Note 4 of the Notes to the 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.


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Table of Contents

Information regarding TDR net 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, wereis as follows:
(dollars in millions) Consumer
and
Insurance		 Other Segment to
GAAP
Adjustment		 Consolidated
Total		 Consumer
and
Insurance		 Segment to
GAAP
Adjustment		 
GAAP
 Basis
              
September 30, 2018        
March 31, 2019      
TDR net finance receivables $524
 $—
 $(114) $410
 $591
 $(89) $502
Allowance for TDR finance receivable losses 202
 —
 (42) 160
 226
 (30) 196
              
December 31, 2017        
December 31, 2018      
TDR net finance receivables $481
 $74
 $(188) $367
 $555
 $(102) $453
Allowance for TDR finance receivable losses 191
 26
 (70) 147
 210
 (40) 170

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


Liquidity and Capital Resources    
Liquidity and Capital Resources

SOURCES AND USES 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 nine months ended September 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 nine months ended September 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 nine months ended September 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 Offerings of 7.125% Senior Notes Due 2026

SFC issued a total of $1.6 billion aggregate principal amount of 7.125% Senior Notes due 2026 under the SFC Senior Notes Indentures, pursuant to which OMH provided a guarantee of the 7.125% SFC Notes on an unsecured basis. SFC issued $900 million of the 7.125% SFC Notes on May 11, 2018 and $700 million of the 7.125% SFC Notes on August 10, 2018.

SFC used a portion of the net proceeds 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 regarding these issuances.

Securitizations and Borrowings from Revolving Conduit Facilities

During the nine months ended September 30, 2018, we (i) completed two consumer loan securitizations and one auto securitization and (ii) exercised our right to redeem one consumer loan securitization and one auto securitization. At September 30, 2018, we had approximately $9.1 billion in UPB of finance receivables pledged as collateral for our securitization transactions.

During the nine months ended September 30, 2018, we (i) terminated two revolving conduit agreements, (ii) entered into three new conduit facilities, (iii) extended the revolving period on four existing conduit facilities, and (iv) amended four 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 September 30, 2018, we completed the following transactions:

On October 10, 2018, we borrowed $50 million under the loan and security agreement with Thur River Funding, LLC.

On October 19, 2018, we amended the loan and security agreement with Seine River Funding, LLC to, among other things, (i) increase the advance maximum balance from $500 million to $650 million and (ii) extend the revolving period ending December 2019 to October 2021 thereby extending the final maturity to November 2024.

USES OF FUNDS

Our operating subsidiaries’ primary cash needs relate to funding our lending activities, our debt service obligations, our operating 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 September 30, 2018,We have previously purchased portions of our unsecured indebtedness, and we had $1.2 billionmay elect to purchase additional portions of cash and cash equivalents, which included $264 millionour 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 cash and cash equivalents held at our regulated insurance subsidiaries or for other operating activities that is unavailable for general corporate purposes.

At September 30, 2018, we had $1.7 billion of investment securities, which are all held as part ofsubject to terms, prices, and consideration we may determine in our insurance operations and are unavailable for general corporate purposes.discretion.

During the ninethree months ended September 30, 2018,March 31, 2019, we generated net income of $279$152 million. Our net cash outflowinflow from operating and investing activities totaled $360$243 million for the nine months ended September 30, 2018.in 2019. At September 30, 2018,March 31, 2019, our remaining scheduled principal and interest payments for 20182019 on our existing debt (excluding securitizations) totaled $140$695 million. As of September 30, 2018,March 31, 2019, we had $6.6$6.9 billion UPB of unencumbered personal loans and $294$136 million UPB of unencumbered real estate loans. These real estate loans are included in 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.

SFC’s 6.125% Senior Notes Due 2024 Offering

On February 22, 2019, SFC issued $1.0 billion aggregate principal amount of 6.125% Senior Notes due 2024 (the “6.125% SFC Notes due 2024”) under the SFC Senior Notes Indentures, as supplemented by the SFC Seventh Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

Redemption of 5.25% Senior Notes due 2019

As a result of the offering described above, SFC issued a notice of redemption to redeem all of the outstanding principal amount of its 5.25% Senior Notes due 2019. On March 25, 2019, SFC paid an aggregate amount of $706 million, inclusive of accrued interest and premiums, to complete the redemption. We recognized approximately $21 million of net loss on the repurchases and repayments of debt for the three months ended March 31, 2019.


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Table of Contents

Redemption of 6.00% Senior Notes Due 2020

On March 15, 2019, SFC issued a Notice of Full Redemption of its 6.00% Senior Notes due 2020. On April 15, 2019,  SFC paid an aggregate amount of $317 million, inclusive of accrued interest and premiums, to complete the redemption. In connection with the redemption, we will recognize approximately $11 million of net loss on repurchases and repayments of debt for the three and six months ended June 30, 2019.

Securitizations and Borrowings from Revolving Conduit Facilities

During the three months ended March 31, 2019, we completed two personal loan securitizations (OMFIT 2019-1 and ODART 2019-1 see “Securitized Borrowings” below). At March 31, 2019, we had approximately $9.1 billion in UPB of finance receivables pledged as collateral for our securitization transactions.

During the three months ended March 31, 2019, we entered into one new revolving conduit facility.

See Notes 87 and 98 of the Notes to the 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 ofCash Dividends to 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.Common Stockholders

We have notOn February 11, 2019, we announced an initial quarterly dividend of $0.25 per share and paid dividends since our initial public offering in 2013. However, we plan$34 million on March 15, 2019 to evaluate the potential for capital distributions 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 torecord holders of our common stock as of the close of business on February 26, 2019. On April 29, 2019, the Company announced a quarterly dividend of $0.25 per share, payable on June 14, 2019 to record holders of our common stock as of the close of business on May 29, 2019.

While we intend to pay regular quarterly dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared 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 thatOur dividend payments may change from time to time, and we will make any capital distributions and, even if we make capital distributions, there can be no assurances that we willmay not continue to do sodeclare dividends in the future.

LIQUIDITY

Operating Activities

Net cash provided by operations of $1.5 billion$548 million for the ninethree months ended September 30, 2018March 31, 2019 reflected net income of $279$152 million and the impact of non-cash items, and a favorable change in working capital of $65 million.items. Net cash provided by operations of $1.2 billion$555 million for the ninethree months ended September 30, 2017March 31, 2018 reflected net income of $144$124 million and the impact of non-cash items, and a favorable change in working capital of $108 million.items.

Investing Activities

Net cash used for investing activities of $1.8 billion$305 million for the ninethree months ended September 30,March 31, 2019 and $381 million for the three months ended March 31, 2018 waswere primarily due to net principal originations of finance receivables held for investment and held for sale and net 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 $1.5 billion for the nine months ended September 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 provided by financing activities of $613$863 million for the ninethree months ended September 30,March 31, 2019 and $827 million for the three months ended March 31, 2018 waswere primarily due to net issuancesissuance of long-term debt, including SFC’s offeringdebt.

Cash and Investments

At March 31, 2019, we had $1.7 billion of the 6.875% SFC Notes incash and cash equivalents, which included $312 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 March 31, 2019, we had $1.7 billion of 2018investment securities, which are all held as part of our insurance operations and SFC’s offeringsare unavailable for general corporate purposes.


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Table of the 7.125% SFC Notes in May and August of 2018. Net cash provided by financing activities of $562 million for the nine months ended September 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.Contents

Liquidity Risks and Strategies

SFC’s and OMFH’s credit ratings are non-investment grade, which havehas 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,further described in our “Liquidity and Capital Resources” of the following:Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in our 2018 Annual Report on Form 10-K.

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 principalPrincipal 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 standardsstrategies that are further described in our “Liquidity 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 combinationCapital Resources” of the foregoing;
purchasing portionsManagement’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in 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.2018 Annual Report on Form 10-K.

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 restrictsSee Note 14 of the amounts that Merit and Yosemite may pay as dividends without prior noticeNotes to the Indiana DOI and the amounts thatConsolidated Financial Statements in Part II - Item 8 included in our 2018 Annual Report on Form 10-K for more information on these restrictions. Merit, 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.” During the nine months ended September 30, 2018, Yosemite paid extraordinary dividends to SFC totaling $42 million and Triton paid extraordinary dividends to OMFH totaling $45 million. Merit and AHL did not pay any dividends during the ninethree months ended September 30,March 31, 2019 and 2018.During the nine months ended September 30, 2017, Merit, Yosemite and Triton did not pay any dividends and AHL paid extraordinary dividends to OMFH totaling $111 million.

As of September 30, 2018, the Company sold all of the issued and outstanding shares of Yosemite to a third party. See “Recent Developments and Outlook” for further information.

OUR DEBT COVENANTS

SFC Debt AgreementsAGREEMENTS

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 allSee Note 12 of these agreements also contain certain restrictions, including (i) restrictionsthe Notes to the Consolidated Financial Statements in Part II - Item 8 included in our 2018 Annual Report on Form 10-K for more information on the ability to create senior liens on property and assets in connection with any newrestrictive covenants under SFC’s debt financings and (ii) SFC’s ability to sell or convey all or substantially all of its assets, unlessagreements, as well as 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 September 30, 2018, SFC was in compliance with all of the covenants under its debt agreements.debt.


Junior Subordinated Debenture
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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 4.09% as of September 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.

Based upon SFC’s financial results for the three months ended September 30, 2018, a mandatory trigger event did not occur with respect to the interest payment due in October 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 such, OMFH is no longer subject to the covenants or other terms of the OMFH Indenture.

Structured FinancingsSecuritized Borrowings

We execute private securitizations under Rule 144A of the Securities Act of 1933. See Note 9As of March 31, 2019, our structured financings consisted of the Notes to Condensed Consolidated Financial Statements included in this report for further information on our structured financings.following:
(dollars in millions) Issue Amount (a) Initial Collateral Balance Current
Note Amounts
Outstanding (a)		 
Current Collateral Balance
(b)
 
Current
Weighted Average
Interest Rate
 
Original
Revolving
Period
             
SLFT 2015-A $1,163
 $1,250
 $348
 $400
 4.19% 3 years
SLFT 2015-B 314
 336
 314
 336
 3.78% 5 years
SLFT 2016-A 532
 559
 396
 425
 3.15% 2 years
SLFT 2017-A 652
 685
 619
 685
 2.98% 3 years
OMFIT 2015-1 1,229
 1,397
 387
 510
 4.94% 3 years
OMFIT 2015-2 1,250
 1,346
 207
 280
 5.09% 2 years
OMFIT 2015-3 293
 329
 293
 325
 4.21% 5 years
OMFIT 2016-1 500
 570
 390
 455
 4.07% 3 years
OMFIT 2016-2 890
 1,007
 256
 408
 5.39% 2 years
OMFIT 2016-3 350
 397
 317
 391
 4.33% 5 years
OMFIT 2017-1 947
 988
 900
 988
 2.79% 2 years
OMFIT 2018-1 632
 650
 600
 651
 3.60% 3 years
OMFIT 2018-2 368
 381
 350
 381
 3.87% 5 years
OMFIT 2019-1 632
 654
 600
 654
 3.79% 2 years
ODART 2017-1 300
 300
 94
 118
 3.43% 1 year
ODART 2017-2 605
 624
 484
 512
 2.69% 1 year
ODART 2018-1 947
 964
 900
 964
 3.56% 2 years
ODART 2019-1 737
 750
 700
 750
 3.79% 5 years
Total securitizations $12,341
 $13,187
 $8,155
 $9,233
    
(a)Issue Amount includes the retained interest amounts as applicable and the Current Note Amounts Outstanding balances reflect pay-downs subsequent to note issuance and exclude retained interest amounts.
(b)Inclusive of in-process replenishments of collateral for securitized borrowings, in a revolving status.



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Revolving Conduit Facilities

In addition to the structured financings, we had access to 1112 conduit facilities with a total borrowing capacity of $5.8$6.2 billion as of September 30, 2018, as discussed in Note 9 of the Notes to Condensed Consolidated Financial Statements included in this report. At September 30, 2018, no amounts were drawn under these facilities.March 31, 2019:
(dollar in millions) Advance Maximum Balance Amount
Drawn		 Revolving
Period End		 Due and Payable
         
Rocky River Funding, LLC $400
 $—
 June 2020 July 2021
Thur River Funding, LLC 350
 —
 June 2020 February 2027
OneMain Financial Funding IX, LLC 600
 —
 June 2020 July 2021
Mystic River Funding, LLC 850
 —
 September 2020 October 2023
Fourth Avenue Auto Funding, LLC 250
 —
 September 2020 October 2021
OneMain Financial Funding VIII, LLC 650
 —
 August 2021 September 2023
OneMain Financial Auto Funding I, LLC 850
 —
 June 2021 July 2028
OneMain Financial Funding VII, LLC 850
 —
 June 2021 July 2023
Thayer Brook Funding, LLC 250
 —
 July 2021 August 2022
Hubbard River Funding, LLC 250
 —
 September 2021 October 2023
Seine River Funding, LLC 650
 —
 October 2021 November 2024
New River Funding LLC 250
 —
 March 2022 April 2027
Total $6,200
 $—
    

See “Liquidity and Capital Resources - Sources and Uses of Funds - Securitizations and Borrowings from Revolving Conduit Facilities” above for information on the securitization and conduit transactions completed subsequent to September 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.March 31, 2019.

Off-Balance Sheet Arrangements    
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 September 30, 2018March 31, 2019 or December 31, 2017,2018, other than certain representations and warranties associated with the sales of the mortgage-backed retained certificates during 2014. As of September 30, 2018,March 31, 2019, we had no repurchase activity related to these sales.

Critical Accounting Policies and Estimates    
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 the Consolidated Financial Statements in Part II - Item 8 included in our 20172018 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 ninethree months ended September 30, 2018.March 31, 2019.

Recent Accounting Pronouncements    
Recent Accounting Pronouncements

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


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Seasonality    
Table of Contents

Seasonality

Our personal loan volume is generally highest during the second and fourth quarters of the year, primarily due to marketing efforts and seasonality of demand, and increased traffic in branches after the winter months.demand. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.    
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 20172018 Annual Report on Form 10-K.

Item 4. Controls and Procedures.    
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 September 30, 2018,March 31, 2019, 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 September 30, 2018March 31, 2019 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 thirdfirst quarter of 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.    
Item 1. Legal Proceedings.

See Note 1413 of the Notes to the Condensed Consolidated Financial Statements included in this report.

Item 1A. Risk Factors.    
Item 1A. Risk Factors.

There have been no material changes to our risk factors included in Part I, Item 1A of our 20172018 Annual Report on Form 10-K, except for changes previously disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed with the SEC on August 3, 2018.10-K.

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

None.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Share repurchase activity for the three months ended March 31, 2019 was as follows:
Period 
Total Number
of Shares Purchased *
 
Average Price
Paid per Share
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
         
January 1, 2019 - January 31, 2019 —
 $—
 —
 —
February 1, 2019 - February 28, 2019 8,246
 34.60
 —
 —
March 1, 2019 - March 31, 2019 —
 —
 —
 —
Total 8,246
      
*Represents the surrender of shares to OMH in an amount equal to the amount of tax withheld in satisfaction of the withholding obligations of certain employees in connection with the vesting of restricted shares. As of the date of this report, OMH has no publicly announced plans or programs to repurchase OMH common stock.

Item 3. Defaults Upon Senior Securities.    
Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.    
Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.    
Item 5. Other Information.

On November 5, 2018, Dinesh Goyal will be joiningMay 1, 2019, Robert Hurzeler, the Company asCompany’s Executive Vice President and Chief Credit Officer.  OnOperating Officer, indicated to the Company that date, David Hogan, Executive Vice President, Credit and Analytics,he intends to resign. His last day of employment will transition from his current role and assume a new role in the Company's strategy group.be May 31, 2019.


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Item 6. Exhibits.    
Item 6. Exhibits.
Exhibit Number Description
   
10.1*4.1


 
Employment Agreement,Seventh Supplemental Indenture, dated as of July 10, 2018,February 22, 2019 by and among Springleaf Finance Corporation, OneMain Holdings, Inc., OneMain General Services Corporation as Guarantor, and Douglas H. Shulman.Wilmington Trust, National Association as Trustee (including the form of 6.125% Senior Notes due 2024 included therein as Exhibit A). Incorporated by reference to Exhibit 10.14.2 to our Current Report on Form 8-K filed on July 13, 2018.February 22, 2019.
10.1*
Form of Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc. Amended and Restated 2013 Omnibus Incentive Plan filed herewith as Exhibit 10.1.
   
10.2*

 
LetterForm of Restricted Stock Unit Award Agreement effective as of September 8, 2018, by and betweenunder the OneMain Holdings, Inc. Amended and Jay N. Levine. Incorporated by reference toRestated 2013 Omnibus Incentive Plan (Non-Employee Directors) filed herewith as Exhibit 10.1 to our Current Report on Form 8-K filed on September 12, 2018.10.2.
   
31.1
 
Rule 13a-14(a)/15d-14(a) Certifications of the President and Chief Executive Officer of OneMain Holdings, Inc.
   
31.2
 
Rule 13a-14(a)/15d-14(a) Certifications of the Executive Vice President and Chief Financial Officer of OneMain Holdings, Inc.
   
32.1
 
Section 1350 Certifications.Certifications
   
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 the Condensed Consolidated Financial Statements.
                                     
* Management contract or compensatory plan or arrangement.

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*
Management contract or compensatory plan arrangement.Signature

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:November 5, 2018May 3, 2019 By:/s/ Scott T. ParkerMicah R. Conrad
    Scott T. ParkerMicah R. Conrad
    Executive Vice President and Chief Financial Officer
    (Duly Authorized Officer and Principal Financial Officer)


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