RISK FACTORS

Investing in our common stock involves substantial risks. You should carefully consider the following risk factors that may affect our business, future operating results and financial condition, as well as the other information set forth in this prospectus before making a decision to invest in our common stock. If any of the following risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or part of your investment.

Risks Relating to Our Business

An inability to access adequate sources of liquidity, or to do so on favorable terms, may adversely affect our capital structure and our ability to fund operational requirements and satisfy financial obligations.

We have historically funded our operations through cash from our operations and funding provided by Citi. In preparation for this offering, we have established a fully independent capital structure from various third-party sources so that we can independently finance our liquidity needs after we no longer receive funding from Citi. For example, in April 2014, July 2014 and February 2015 we successfully executed three separate securitizations totaling approximately $3.17 billion of notes collateralized by our personal loans. Additionally, in December 2014, we completed an issuance of $1.5 billion of unsecured debt. Lastly, in February 2015, we established a $3 billion warehouse facility that is secured by our personal loans. Upon the completion of this offering, we anticipate that all of our historical related-party debt from Citi will be replaced by higher-cost funding provided by third-party sources.

While financial market conditions have stabilized and, in many cases, improved since the financial crisis that began in 2008, there can be no assurance that significant disruptions, uncertainties and volatility will not occur in the future. If we do not have sufficient liquidity because we are unable to obtain access to credit or complete additional securitizations on favorable terms and in a timely manner, we may not be able to meet our obligations. If we maintain or are required to maintain too much liquidity, our business, results of operations and financial condition could be adversely affected.

The availability of financing will depend on a variety of factors such as financial market conditions generally, including the availability of credit to the financial services industry, our performance and credit ratings and the performance of our securitized portfolios. Disruptions, uncertainty or volatility in the capital or credit markets may limit our ability to obtain additional financing or refinance maturing liabilities on desired terms in a timely manner or at all. It may also be more difficult or costly for us to obtain funds when we are no longer a wholly owned subsidiary of Citi. As a result, we may be forced to delay obtaining funding or be forced to issue or raise funding on undesirable terms, which could significantly reduce our financial flexibility and cause us to contract or restrict our business growth, all of which could have a material adverse effect on our results of operations and financial conditions.

There can be no assurances that we will be able to complete additional securitizations. The extent to which we will securitize our loans in the future will depend in part upon the conditions in the securities markets in general and the consumer loan asset-backed securities market in particular, the overall credit quality of our loans, the conformity of the loans and our securitization program to rating agency requirements, the costs of securitizing our loans and the legal, regulatory, accounting and tax requirements governing securitization transactions. In the event we are unable to refinance existing asset-backed securities with new securities or there are structural and regulatory constraints on our ability to refinance these asset-backed securities with other funding, we would be required to rely on different sources for funding. A prolonged inability to securitize our loans or to refinance our asset-backed securities would have a material adverse effect on our business, liquidity, cost of funds and financial condition. In addition, following completion of this offering, it may be more difficult for us to securitize our loans if investors view us as a weaker sponsor once we are no longer wholly owned by Citi. To compensate, our future issuances of asset-backed securities may need to provide for a higher interest rate or provide additional credit enhancements. These factors may increase the costs of securitizing our loans relative to our historical costs.

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For more information on the risks relating to our unsecured debt, please see “Risk Factors Relating to Our Indebtedness—Our obligations under the indenture governing our unsecured debt restrict our current operations and may restrict our future operations.”

Macroeconomic conditions could have a material adverse effect on our business, our customers, results of operations, financial condition and stock price.

Key macroeconomic conditions historically have affected our business, our results of operations and financial condition and our customers and are likely to affect them in the future. While certain economic conditions in the United States have shown signs of improvement, economic growth has been slow and uneven as consumers continue to be affected by high unemployment rates, slowly recovering housing values and continuing concerns about the level of U.S. government debt and fiscal actions that may be taken to address this. A prolonged period of slow economic growth, significant deterioration in economic conditions or elevated unemployment levels would likely affect the ability of customers to pay amounts owed to us, and could have a material adverse effect on our business, results of operations and financial condition.

As of September 30, 2014, 70% of our customers have a FICO score below 660, which is consistent with our customer make up over the past two years. Subprime or non-prime borrowers generally have lower collection rates and are generally subject to higher loss rates than prime borrowers. Subprime and non-prime borrowers have historically been, and may in the future become, more likely to be affected, or more severely affected, by adverse macroeconomic conditions, particularly unemployment. If our borrowers default under an unsecured loan, we will bear a risk of loss of principal and if under a secured loan, we will bear this risk to the extent of any deficiency between the value of the collateral and the outstanding principal and accrued but unpaid interest of the loan, which could adversely affect our cash flow from operations. Additionally, under certain circumstances, we may be required to repurchase those loans we have securitized. See “—If our loans fail to meet certain criteria or characteristics or under other circumstances, we may be required to repurchase the loans that we sell or securitize, which could adversely affect our results of operations, financial condition and liquidity” below. The cost to service our loans may also increase without a corresponding increase in our interest income.

Macroeconomic conditions may also cause net income to fluctuate and diverge from expectations of securities analysts and investors, who may have differing assumptions regarding the impact of these conditions on our business, and this may adversely impact the trading price of our common stock.

If aspects of our business, including the quality of our borrowers, are significantly affected by economic changes or any other conditions in the future, we cannot be certain that our policies and procedures for underwriting, processing and servicing loans will adequately adapt to such changes. If we fail to adapt to changing economic conditions or other factors, or if such changes affect our borrowers’ capacity to repay their loans, our results of operations, financial condition and liquidity would be materially adversely affected.

Our risk management processes and procedures may not be effective in mitigating our risks.

We have established processes and procedures intended to identify, measure, monitor and control the types of risk to which we are subject, including credit risk, market risk, liquidity risk, strategic risk and operational risk. Credit risk is the risk of loss that arises when a borrower fails to meet the terms of a loan. Market risk is the risk of loss due to changes in external market factors such as interest rates and prepayment rates. Liquidity risk is the risk that a company’s financial condition or overall safety and soundness are adversely affected by an inability, or perceived inability, to meet funding obligations and support business growth. Strategic risk is the risk from changes in the business environment, improper implementation of decisions or inadequate responsiveness to changes in the business environment. Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (for example, natural disasters) or compliance, reputational or legal matters and includes those risks as they relate directly to our company as well as to third parties with whom we contract or otherwise do business. See “Management’s Discussion and Analysis of

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Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure about Market Risk,” “Business—Credit Risk” and “Business—Business Operations—Operational Controls” for additional information on the types of risks that affect our business.

We seek to monitor and control our risk exposure through a framework that includes our risk appetite, enterprise risk assessment process, risk policies, procedures and controls, reporting requirements, credit risk culture and governance structure. Management of our risks in some cases depends upon the use of analytical and/or forecasting models, including the proprietary scoring we use to supplement FICO scores when evaluating potential borrowers. If the models that we use to manage risk are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other risk may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, and that could have a material adverse effect on our business, results of operations and financial condition.

We rely extensively on models to manage many aspects of our business, and if they are not accurate or are misinterpreted, it could have a material adverse effect on our business, results of operations and financial condition.

We rely extensively on models to manage many aspects of our business, including liquidity and capital planning, customer selection, credit and other risk management, pricing, reserving and collections management. Our models, including the proprietary scoring we use to supplement FICO scores when evaluating potential borrowers, may prove in practice to be less predictive than we expect for a variety of reasons, including as a result of errors in constructing, interpreting or using the models or the use of inaccurate assumptions (including failures to update assumptions appropriately or in a timely manner). Our assumptions may be inaccurate for many reasons including that they often involve matters that are inherently difficult to predict and beyond our control (for example, macroeconomic conditions and their impact on customer behavior) and they often involve complex interactions between a number of dependent and independent variables, factors and other assumptions. The errors or inaccuracies in our models may be material and could lead us to make incorrect or sub-optimal decisions in managing our business, and this could have a material adverse effect on our business, results of operations and financial condition.

Our business depends on our ability to successfully manage our credit risk, and failing to do so may result in higher charge-off rates.

Our success depends on our ability to manage our credit risk. The models and approaches we use to manage our credit risk may not accurately predict future charge offs for various reasons discussed in the preceding risk factor.

We remain subject to conditions in the consumer finance environment, and our ability to manage credit risk and avoid higher charge-off rates also may be adversely affected by economic conditions that may be difficult to predict, such as the recent financial crisis. Although delinquencies and charge offs remained stable in 2012 and 2013, they both may increase in the future and are likely to increase materially if economic conditions deteriorate. There can be no assurance that our credit underwriting and risk management strategies will enable us to avoid higher charge-off rates, or that our allowance for loan losses will be sufficient to cover actual losses.

A customer’s ability to repay us can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card and other loans. In addition, a customer’s ability to repay us can be negatively impacted by a restricted availability of credit to consumers generally, including reduced and closed lines of credit. Customers with insufficient cash flow to fund daily living expenses and lack of access to other

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sources of credit may be more likely to default on their payment obligations to us, resulting in higher losses in our portfolio. Our collection operations may not compete effectively to secure more of customers’ diminished cash flow than other competing creditors.

Our ability to manage credit risk also may be adversely affected by legal or regulatory changes (such as bankruptcy laws and collection regulations), competitors’ actions and consumer behavior, as well as inadequate collection operations staffing, techniques, models and performance of vendors such as collection agencies.

Our allowance for loan losses may prove to be insufficient to cover losses on our loans.

We maintain an allowance for loan losses (a reserve established through a provision for losses charged to expense) that we believe is adequate to cover losses inherent in our existing portfolio. The process for establishing an allowance for loan losses is critical to our results of operations and financial condition and requires complex models and judgments, including forecasts of economic conditions. Changes in economic conditions affecting borrowers, new information regarding our loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. We may underestimate or miscalculate our incurred losses and fail to maintain an allowance for loan losses sufficient to account for these losses. In cases where we modify a loan, if the modified loans do not perform as anticipated, we may be required to establish additional allowances on these loans.

Moreover, our regulators and independent auditors, as part of their supervisory or review and independent audit functions, periodically review our methodology, models and the underlying assumptions, estimates and assessments we use for calculating, and the adequacy of, our allowance for loan losses. For more information relating to the findings of our independent auditors, see “—If we are unable to achieve and maintain effective internal control over financial reporting, this could have a material adverse effect on our business” below. Our regulators and independent auditors, based on their judgment, may conclude that we should modify our methodology or models, increase our allowance for loan losses and/or recognize further losses.

We periodically review and update our methodology, models and the underlying assumptions, estimates and assessments we use to establish our allowance for loan losses to reflect our view of current conditions. We cannot assure you that our loan loss reserves will be sufficient to cover actual losses. Future increases in the allowance for loan losses or recognized losses (as a result of any internal review or update, regulatory guidance or otherwise) will result in a decrease in net income and capital and could have a material adverse effect on our business, results of operations and financial condition.

If we are unable to achieve and maintain effective internal control over financial reporting, this could have a material adverse effect on our business.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud or material error. Any failure to implement current internal controls or required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires management of public companies to develop and implement internal controls over financial reporting and evaluate the effectiveness thereof. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

In each of our 2011 and 2012 audits, our independent auditors identified a material weakness in the internal controls related to the methodology, accounting and management of loan loss reserves. The 2011 audit cited

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miscalculations in the discounted cash flow models that management controls did not identify. The 2012 audit cited exclusion of foreclosure and partial charge-off balances in certain months, formula errors in models related to real estate loans and miscalculations used in the discounted cash flow curves.

In our 2013 audit, our independent auditors determined that progress had been made to enhance our controls and as a result, the material weakness relating to the loan loss reserves from the 2012 audit was reduced to a significant deficiency due to the implementation of a new internal control that independently recalculates allowance for loan losses each quarter and reconciles to the amounts derived by the existing financial models and to the general ledger. This significant deficiency in 2013 resulted from management not having sufficient documentation to demonstrate the level of detail and precision in its review of the internal controls used to calculate the allowance for loan losses. We are taking action to remediate these issues and improve our loan loss methodologies and procedures, but we cannot assure you that our management of our loan loss reserves will continue to improve.

The discovery of a material weakness and the disclosure of that fact, even if quickly remedied, could reduce the market value of shares of our common stock. Additionally, the existence of any material weakness or significant deficiency requires management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiency and management may not be able to remediate any such material weaknesses or significant deficiency in a timely manner. Undetected material weaknesses in our internal controls could lead to financial statement restatements, which could have a material adverse effect on our business, financial condition and results of operation.

Our historical charge-off rates may not be predictive of our future charge-off rates.

Our historical net charge-off and delinquency rates may not be predictive of our future net charge-off and delinquency rates. Prior to 2011, we were part of a larger business within Citi known as CFNA. CitiFinancial Servicing, a business designed to support certain customers and loans that would benefit from expanded support, including loan modifications or restructurings rather than originate loans, was split from us and is reflected in discontinued operations in our Combined Financial Statements for the year ended December 31, 2011. Therefore, our financial results do not reflect the CitiFinancial Servicing charge-off rates.

In addition, approximately 87%, or $7.2 billion, of our loans as of September 30, 2014, were originated since the start of 2012. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process we refer to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a portfolio of newer loans. Furthermore, we have experienced extremely favorable credit conditions over the past three years.

As we seek to originate personal loans that maximize profitability in each state in which we operate, from time to time we will adjust our risk and loss tolerance to achieve our profitability goals. We believe that our net charge-off rates and 30+ day delinquency rates may increase in the near to mid-term as we increase our risk and loss tolerance in geographies where we have had additional pricing opportunities. If we have been or are unable to appropriately price risk or adjust for the factors described above or other factors that could affect the performance of our loan portfolio, our net charge-off and delinquency rates may increase at a rate that is not offset by higher finance charges and interest, in which case our results of operation and financial condition may be adversely affected.

If assumptions or estimates we use in preparing our financial statements are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.

We are required to use certain assumptions and estimates in preparing our financial statements under U.S. Generally Accepted Accounting Principles, or GAAP, including in determining allowances for loan losses, fair value of financial instruments, asset impairment, reserves related to litigation and other legal matters, valuation

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of income and other taxes and regulatory exposures. In addition, significant assumptions and estimates are involved in determining certain disclosures required under GAAP, including those involving the fair value of our financial instruments. If the assumptions or estimates underlying our financial statements are incorrect, the actual amounts realized on transactions and balances subject to those estimates will be different, and this could have a material adverse effect on our results of operations and financial condition.

In addition, the Financial Accounting Standards Board, or FASB, is currently reviewing or proposing changes to several financial accounting and reporting standards that govern key aspects of our financial statements, including areas where assumptions or estimates are required. As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we previously used in preparing our financial statements, which could negatively impact how we record and report our results of operations and financial condition generally. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and Note 2 (Summary of Significant Accounting Policies) of our audited Combined Financial Statements.

Competition in the consumer finance industry may adversely affect our ability to originate new loans.

The consumer finance industry is fragmented but also highly competitive. We compete with other consumer finance companies as well as other types of financial institutions such as national, regional and community banks, credit unions and online lending platforms that offer products similar to those that we offer. Some of these competitors may have considerably greater financial, technical and marketing resources than we do. Some competitors may also have a lower cost of funds, greater access to funding sources or other competitive advantages relative to us. These competitive pressures may adversely affect our ability to originate new loans and that could have a material adverse effect on our business, results of operations and financial condition.

Our decentralized branch system, and in particular our need to staff each of our branches with qualified personnel, may pose risks to our underwriting, servicing and collections processes.

We conduct significant operations through our branch offices, including key parts of the underwriting process. In processing a customer’s request for a loan, we rely on certain inputs and verifications in the underwriting process to be performed by individual personnel at the branch level. There can be no assurance that we will be able to attract and retain qualified personnel to perform these tasks. Limited staffing, and the resulting need to validate data elements remotely, may result in scenarios where fraud is not as readily detected, and also may result in heightened exposure to the possibility of employee misconduct. All approved loan applications require an in-person meeting at one of our branch offices to close on a loan. Our typical branch model averages 3.5 employees per branch, however in certain regions and under certain circumstances, there may be fewer employees present in the branch office. As a result of these staffing limitations, it may not always be possible for two of our employees to be present at the closing of a loan. If only a single employee is present at any such closing, this could result in heightened vulnerability to fraud risk.

In addition, our branches serve as an important component of our ongoing servicing and collections processes. Primary responsibility for servicing and collections processes resides with local branches until a loan is 60 days delinquent. Loan servicing is performed at the branch level and therefore requires a certain minimal level of staffing and accurate data inputs, such as ensuring accurate payment application, recognizing and recording customers’ requests for no further contact, keeping records of collection activities and, to the extent applicable, maintaining servicing-related documents (for example, deferments, adjustments of terms and customer correspondence). Consequently, the decentralized servicing model is vulnerable to errors that could affect any or all of the tasks required to service a loan. Furthermore, we seek to contact customers with delinquent loan balances soon after the loan becomes delinquent because historically, when collection efforts begin at an earlier stage of delinquency, there is a greater likelihood that the applicable loan will not be charged

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off (though there is no assurance that such historical trend will continue). Consequently, during periods of increased delinquencies, it becomes extremely important that our branches are properly staffed and that the staff at our branches are properly trained to take appropriate action in an effort to bring the delinquent balance current and ultimately avoid the loan becoming charged off. If we are unable to attract and retain qualified credit and collection personnel, and maintain workloads for our collections personnel at a manageable level, it could result in increased delinquencies and charge offs on our loans.

Our insurance operations are subject to a number of risks and uncertainties, including claims, underwriting risks and dependence on a primary distribution channel.

Insurance claims and policyholder liabilities are difficult to predict and may exceed the related reserves set aside for claims (losses) and associated expenses for claims adjudication (loss adjustment expenses). Additionally, events such as pandemic disease and prolonged economic downturns could adversely affect our financial condition or results of operations. Other risks relating to our insurance operations include changes to laws and regulations applicable to us, as well as changes to the regulatory environment. Examples include changes to laws or regulations affecting capital and reserve requirements; frequency and type of regulatory monitoring and reporting; consumer privacy, use of customer data and data security; benefits or loss ratio requirements; insurance producer licensing or appointment requirements; and required disclosures to consumers. Moreover, our insurance companies are highly dependent on our lending operations for their source of business and product distribution. If our lending operations discontinue offering insurance products, including as a result of regulatory requirements, our insurance operations would have significantly reduced distribution opportunity for their products.

Failures or security breaches in our information systems or Internet platform, in the information systems of third parties or in our branches or destruction of physical records could adversely affect our reputation and could subject us to significant costs and regulatory penalties.

Our operations rely heavily on the secure processing, storage and transmission of confidential customer and other information in our computer systems and networks. Each branch office and our Internet application portal is part of an electronic information network that is designed to permit us to originate, service and trace collections and perform other tasks that are part of our everyday operations. Our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code that could result in disruption to our business or the loss or theft of confidential information, including customer information. Any failure, interruption or breach in our cyber security, including any failure of our back-up systems or failure to maintain adequate security surrounding customer information, could result in reputational harm, disruption in the management of our customer relationships or the inability to originate, process and service our loans. Further, any of these cyber security and operational risks could result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to lawsuits by customers for identity theft or other damages resulting from the misuse of their personal information and possible financial liability, any of which could have a material adverse effect on our results of operations, financial condition and liquidity. Regulators may also impose penalties or require remedial action if they identify weaknesses in our security systems, and we may be required to incur significant costs to increase our cyber security to address any vulnerabilities that may be discovered or to remediate the harm caused by any security breaches.

As part of our business, and pursuant to applicable law, we may share confidential customer information and proprietary information with customers, vendors, service providers and business partners. The information systems of these third parties may be vulnerable to security breaches and we may not be able to ensure that these third parties have appropriate security controls in place to protect the information we share with them. If our proprietary or confidential customer information is intercepted, stolen, misused or mishandled while in possession of a third party, it could result in reputational harm to us, loss of customer business and additional regulatory scrutiny, and it could expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our results of operations, financial condition and liquidity. Although we have insurance that is intended to cover certain losses from such events, there can be no assurance that such insurance will be adequate or available.

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Our branch offices have physical customer records necessary for day-to-day operations that contain extensive confidential information about our customers, including financial and personally identifiable information. We also retain physical and electronic records in various storage locations outside of our branch offices. The loss or theft of customer information and data from our branch offices or other storage locations could subject us to additional regulatory scrutiny and penalties, and could expose us to civil litigation and possible financial liability, which could have a material adverse effect on our results of operations, financial condition and liquidity. In addition, if we cannot locate original documents (or copies, in some cases), we may not be able to collect on the loans for which we do not have documents.

Our credit insurance operations share the same security and privacy concerns as our lending operations. In addition, our insurance operations are subject to compliance with state insurance privacy regulations and federal law in the form of the Health Insurance Portability and Accountability Act of 1996, or HIPAA. Among other things, HIPAA establishes strict privacy standards for the use and disclosure of individuals’ health information. One of the goals of HIPAA is to assure individuals’ health information is properly protected. The insurance operation has implemented the necessary systemic controls, policies and procedures to ensure compliance with HIPAA, and does not share any individual’s health information collected during the claims process. The Office for Civil Rights within the Health and Human Services Department is responsible for implementing and enforcing the HIPAA privacy rules and should violations be found, we may be subject to civil monetary penalties and may have to incur remediation costs.

Disruptions in the operation of our computer systems and data centers could have a material adverse effect on our business.

Our technology systems are a critical component of our business. Our ability to deliver products and services to our customers and operate our business in compliance with applicable laws depends on the efficient and uninterrupted operation of our computer systems and data centers, as well as those of our third-party service network providers. These computer systems and data centers may encounter service interruptions at any time due to system, network or software failure, operator negligence or improper operation by employees, physical or electronic loss of data or security breaches, computer viruses, natural disasters or other reasons. In particular, given that we currently maintain records of loans by hard copy only, our employees may inadvertently lose records that could ultimately result in the potential breach of our customers private information. In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, transaction processing errors and system conversion delays and may cause our failure to comply with applicable laws. Any failure of our systems due to any of these causes, if not supported by our disaster recovery plan, could cause an interruption in operations and could have a material adverse effect on our business.

Following this offering, we will migrate, and in some cases, establish with third parties, key parts of our technology infrastructure. These infrastructure changes may cause disruptions, systems interruptions, transaction processing errors and system conversion delays. For the duration of the transition services agreement with Citi or until we complete our transition to our own system, whichever is earlier, Citi will provide certain services to us relating to technology and business processes. The complexities of these arrangements, the services provided and the transition to independent operations could result in unanticipated expenses, disruptions to our operations and other adverse consequences, all of which could have a material adverse effect on our business.

Our transition to, and quality of, new technology platforms may not meet expectations and may hinder us from making technological improvements as quickly as some of our competitors, which could harm our ability to compete with our competitors and adversely affect our results of operations, financial condition and liquidity.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve customers and reduce costs.

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We intend to consolidate customer data from our current origination system and account management platform into a hosted third-party consolidated repository to be used by our finance, marketing and risk management reporting teams. Given the complexity and significance of this proposed transition, including the large volume of customer data within our systems that will need to be accessed, consolidated and migrated, our customer relationships, reputation and overall business could be severely damaged if the consolidation and migration is poorly executed. Furthermore, we will partner with third parties to coordinate the consolidation and migration of the customer data and to manage our new technology platform going forward, therefore exposing us to a risk that such third parties do not successfully perform the tasks necessary for a successful consolidation and migration of customer data and management of the platform thereafter. In addition, we expect to incur additional expenses as a result of our near-term plans to run dual technology platforms as we implement our new technology platform while maintaining our existing technology platform, and if we experience any delay or technical problems as a result of moving, we may incur greater expenses than anticipated.

Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. We expect that new technologies and business processes applicable to the consumer finance industry will continue to emerge, and these new technologies and business processes may be better than those we currently use. We cannot assure you that we will be able to sustain our investment in new technology, and we may not be able to effectively implement new technology-driven products and services as quickly as some of our competitors or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could cause disruptions in our operations, harm our ability to compete with our competitors and adversely affect our results of operations, financial condition and liquidity.

If we are alleged to have infringed upon the intellectual property rights owned by others or are not able to manage and protect our intellectual property, our business and results of operations could be adversely affected.

Competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. We also may face allegations that our employees have misappropriated intellectual property of their former employers or other third parties. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause us to spend significant amounts to defend the claim (even if we ultimately prevail), pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property, cease offering certain products or services, or incur significant license, royalty or technology development expenses. Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations. In addition to infringement claims, we may also become involved in disputes with others regarding the ownership of intellectual property rights. For example, to the extent that we jointly own intellectual property with other parties, disagreements may arise as to the ownership or use of the intellectual property governed by such relationships. If we are unable to resolve these disputes, we could lose valuable intellectual property rights.

Moreover, we rely on a variety of measures to protect our intellectual property and proprietary information, including copyrights, trademarks, trade secrets and controls on access and distribution. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage, and in any event, we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not be successful. Third parties may challenge, invalidate or circumvent our

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intellectual property, or our intellectual property may not be sufficient to provide us with competitive advantages. For example, words and devices contained in our trademarks and trade names (including the phrase “One Main”) are also found in the trade names and trademarks of a significant number of third parties. This has resulted in, and may in the future result in, challenges to our ability to use our trademarks and trade names in particular geographical areas or lines of business. Such challenges could impede our future expansion into new geographic areas or lines of business and could limit our ability to realize the full value of our trademarks and trade names. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, which is expensive, could cause a diversion of resources and may not prove successful. Existing use by others of trademarks and trade names that are similar to ours could limit our ability to challenge third parties when their use of such marks or names may cause consumer confusion, negatively affect consumers’ perception of our brand and products or dilute our brand identity.

Our competitors or other third parties may also independently design or develop similar technology, or otherwise duplicate our services or products such that we could not assert our intellectual property rights against them. In addition, our contractual arrangements may not effectively prevent disclosure of our intellectual property or confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. The loss or diminution of our intellectual property protection or the inability to obtain third-party intellectual property could harm our business and ability to compete.

Litigation and regulatory actions could subject us to significant fines, penalties, judgments and requirements resulting in increased expenses.

In the normal course of business, from time to time, we have been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with our business activities. Certain of the legal actions include claims for substantial compensatory and/or punitive damages, or claims for indeterminate amounts of damages. In addition, while the arbitration provision in our customer agreements historically has limited our exposure to consumer class action litigation, there can be no assurance that we will be successful in enforcing our arbitration clause in the future. There may also be legislative, administrative or regulatory efforts to directly or indirectly prohibit the use of pre-dispute arbitration clauses, including by the Consumer Financial Protection Bureau, or the CFPB, or we may be compelled as a result of competitive pressure or reputational concerns to voluntarily eliminate pre-dispute arbitration clauses. Recently, the Department of Justice has brought actions against financial institutions under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA. Under FIRREA, the Department of Justice may obtain civil penalties for fraudulent conduct.

We are also involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business, or collectively, regulatory matters, which could subject us to significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses, diminished income and damage to our reputation. The current environment of additional regulation, increased regulatory compliance efforts and enhanced regulatory enforcement has resulted in significant operational and compliance costs and may prevent or make it less attractive for us to continue providing certain products and services. There is no assurance that these governmental actions will not, in the future, affect how we conduct our business and in turn have a material adverse effect on our business, results of operations and financial condition.

We contest liability and/or the amount of damages as appropriate in each pending matter. The outcome of pending and future matters could be material to our results of operations, financial condition and cash flows depending on, among other factors, the level of our earnings for that period, and could adversely affect our business and reputation. For a discussion of certain legal proceedings, see Note 16 (Contingencies) to our audited Combined Financial Statements.

Damage to our reputation could negatively impact our business.

Recently, financial services companies have been experiencing increased reputational risk as consumers take issue with certain of their practices or judgments. Maintaining a positive reputation is critical to our

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attracting and retaining customers, investors and employees. Harm to our reputation can arise from many sources, including employee misconduct, misconduct by outsourced service providers or other counterparties, litigation or regulatory actions, failure by us to meet minimum standards of service and quality, inadequate protection of customer information, and compliance failures. Negative publicity regarding us (or others engaged in a similar business or activities) or Citi, whether or not accurate, may damage our reputation, which could have a material adverse effect on our business, results of operations and financial condition.

Our business could be adversely affected if we are unable to attract, retain and motivate key officers and employees.

Our success depends, in large part, on our ability to retain, recruit and motivate key officers and employees. Our senior management team has significant industry experience and would be difficult to replace. We may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel following the completion of this offering or at any other time; however, we do not anticipate any significant changes to our senior management team, following the completion of this offering. Rules implementing the executive compensation provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, may limit the type and structure of compensation arrangements that we may enter into with our most senior executives. These restrictions could negatively impact our ability to compete with other companies in recruiting, retaining and motivating key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business, results of operations and financial condition.

Employee misconduct or misconduct by third parties we employ could harm us by subjecting us to monetary loss, significant legal liability, regulatory scrutiny and reputational harm.

Our reputation is critical to maintaining and developing relationships with our existing and potential customers and third parties with whom we do business. There is a risk that our employees or third parties that we employ could engage in misconduct that adversely affects our business. For example, if an employee or a third party that we employ were to engage in, or be accused of engaging in, illegal or suspicious activities including fraud or theft, we could suffer direct losses from the activity, and in addition we could be subject to regulatory sanctions and suffer serious harm to our reputation, financial condition, customer relationships, and ability to attract future customers. Employee or third-party misconduct could prompt regulators to allege or to determine based upon such misconduct that we have not established adequate supervisory systems and procedures to inform employees of applicable rules or to detect and deter violations of such rules. Our branches have experienced employee fraud from time to time, and it is not always possible to deter employee or third-party misconduct. The precautions we take to detect and prevent misconduct may not be effective in all cases. Misconduct by our employees or by third parties that we employ, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our reputation and our business.

The geographic distribution of our loan portfolio may increase the risk of delinquencies and charge-offs on our loans.

Certain geographic concentrations of our loan portfolio may increase as we adjust our risk and loss tolerance and strategy to achieve our profitability goals. We have the greatest concentration of personal loans outstanding in Texas, North Carolina, Pennsylvania, California and Ohio, but no state accounts for more than 10% of our personal loans outstanding. Any geographic concentration may expose us to an increased risk of loss if that geographic region experiences low employment rates, natural disasters or weak economic conditions. Certain regions of the United States from time to time will experience weaker economic conditions and higher unemployment and, consequently, loans originated in such regions will experience higher rates of delinquency and loss than on similar loans nationally. In addition, natural disasters in specific geographic regions may result in higher rates of delinquency and loss in those areas. In the event that a significant portion of our loans are originated in states where weak economic conditions, low employment rates or natural disasters affect such states in particular, it could adversely impact the delinquency and default rates of our loan pool.

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We are more susceptible to fluctuations and risks particular to U.S. consumer credit than a more diversified company. For example, our business is particularly sensitive to macroeconomic conditions that affect the U.S. economy, consumer spending and consumer credit, as well as risks associated with increased regulations and legal and other regulatory actions targeted at consumer credit or the specific products that we offer.

If our loans fail to meet certain criteria or characteristics or under other circumstances, we may be required to repurchase the loans that we sell or securitize, which could adversely affect our results of operations, financial condition and liquidity.

To date, we have completed three securitizations of our personal loans and have entered into a warehouse facility that is secured by our personal loans. The documents governing our securitizations and warehouse facility contain provisions that require us to repurchase loans under certain circumstances. While our securitization and warehouse facility documents vary, they contain customary provisions that require us to repurchase loans if our representations and warranties concerning loan quality, originations, underwriting and servicing techniques and circumstances are inaccurate or not complied with. We believe that many holders of our loans are particularly aware of the conditions under which originators must repurchase loans and would likely enforce any repurchase remedies that they may have.

We face significant risks in implementing our growth strategy, some of which are outside our control.

We intend to grow our business through new origination channels, capabilities and products. Our ability to execute this growth strategy is subject to significant risks, some of which are beyond our control, including:

As part of our strategy to grow our business, we may also execute strategic acquisitions or partnerships or make other strategic investments in businesses, products, technologies or platforms to enhance or grow our business. These strategic investments may also present integration, technical, legal, regulatory or other challenges that we may not be able to manage effectively. The planning and integration of an acquisition, partnership or investment may divert employee time and other resources which could impair our ability to focus on our business.

We may not be able to execute our growth strategy due to lack of acceptance by partners, customers or employees, higher than forecasted costs, lengthy transition periods, synergies or savings not being realized and a variety of other factors. This may result in a delay or unrealized benefit, or in some cases, increased costs or other unforeseen risks to our business.

We may be unable to successfully develop and commercialize new or enhanced products.

A key part of our strategy is to broaden our product offerings, but realizing benefits from this strategy is uncertain. We may not be permitted to broaden our product offerings due to regulatory or other constraints. We may not assign the appropriate level of resources, priority or expertise to the development and commercialization

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of new products. Our success will be dependent on factors such as partner and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the availability of appropriate technologies and business processes and regulatory approvals. Success of a new product, service or enhancement also may depend upon our ability to deliver it on a large scale, which may require a significant investment. In any event, we may not realize the benefit of new products for many years or competitors may introduce more compelling products, services or enhancements. Our failure to successfully develop and commercialize new or enhanced products could have a material adverse effect on our business, results of operations and financial condition.

Natural disasters, acts of war or terrorism or other external events could significantly impact our business.

A significant natural disaster, such as an earthquake, fire, power outage, flood or other catastrophic event, widespread disease or pandemics, acts of war or terrorism or other adverse external events could have a significant impact on our ability to conduct business. In addition, such events could impair the ability of borrowers to repay outstanding loans, cause significant property damage, result in loss of revenue, impair our portfolio performance and ability to service and collect receivables, or cause us to incur additional expenses. The occurrence of such events in the United States and the political and/or military response to any such events may have an adverse effect on general economic conditions, consumer and business confidence and general market liquidity. The occurrence of any of these events in the future could have a material adverse effect on our business, financial condition or results of operations.

Risks Relating to Regulation

Our business is subject to extensive government regulation, supervision, examination and enforcement, which could adversely affect our business, results of operations and financial condition.

Our business, including our relationships with our customers and certain third-party vendors, is subject to extensive regulation, supervision and examination under U.S. federal and state laws and regulations. These laws and regulations cover all aspects of our business, including lending practices, treatment of our customers, customer privacy and information security, transactions with affiliates and conduct and qualifications of personnel. As a subsidiary of a bank holding company, we are subject to extensive regulation, supervision and examination by the Board of Governors of the Federal Reserve System, or the Federal Reserve Board. We are also currently and in the future may be regulated by the CFPB.

New laws or regulations or policy changes in enforcement practices of existing laws or regulations applicable to our businesses may be imposed, which could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices or alter our relationships with customers, affect retention of our key personnel, or expose us to additional costs (including increased compliance costs). These changes may also require us to invest significant management attention and resources to make any necessary changes and could adversely affect our business, results of operations and financial condition. For example, the CFPB has broad authority over the businesses in which we engage, including authority over the actions taken by third parties that we hire. In the past, when third parties that we have contracted with did not adequately perform their contractual obligations for us, we experienced administrative difficulty, negative press and increased scrutiny from the CFPB. See “—The CFPB is a relatively new agency, and there continues to be uncertainty as to how the agency’s actions will impact our business” below.

Loans must comply with applicable federal and state consumer protection laws. If any of our loans do not comply with such laws, those loans may be invalid or unenforceable. Therefore, any violation of such laws or any allegations of such a violation with respect to a loan could result in our modifying our methods of doing business which would impair our ability to make loans and could adversely affect our business, results of operations and financial condition.

We are also subject to potential enforcement, supervisions and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties, customer remediation and increased compliance costs, as well as damage our

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reputation and brand and could limit or prohibit our ability to offer certain products and services or engage in certain business practices. For a discussion of risks related to actions or proceedings brought by regulatory agencies, see “Risks Relating to Our Business—Litigation and regulatory actions could subject us to significant fines, penalties, judgments and requirements resulting in increased expenses.”

The CFPB is a relatively new agency, and there continues to be uncertainty as to how the agency’s actions will impact our business.

The CFPB, which commenced operations in July 2011, has broad authority over the businesses in which we engage to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority. This includes authority to write regulations under federal consumer financial protection laws, to examine certain financial institutions, including us, for compliance with such laws and to enforce those laws. The CFPB is authorized to remediate violations of consumer protection laws in a number of ways, including collecting civil money penalties and fines and providing for customer restitution.

There continues to be uncertainty as to how the CFPB’s strategies and priorities, including in both its examination and enforcement processes, will impact our businesses and our results of operations going forward. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less accessible to our customers and restricting our ability to offer them.

If the CFPB changes regulations that were adopted in the past by other regulators and then transferred to the CFPB by the Dodd-Frank Act, modifies through supervision or enforcement past related regulatory guidance or interprets existing regulations in a different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our compliance costs, risk of additional enforcement actions, fines, penalties and litigation exposure could increase. If future regulatory or legislative restrictions or prohibitions are imposed that affect our ability to offer certain of our products or require us to make significant changes to our business practices, and we are unable to develop compliant alternatives with acceptable returns, these restrictions could have a material adverse impact on our financial condition and results of operations.

The Dodd-Frank Act authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive or abusive practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs, we may be subject to a higher risk of state enforcement actions.

To date, the CFPB has indicated a strong interest in debt collection practices, sales of ancillary products, servicing transfers and customer complaints, which may impact our ability to originate and collect on loans. The CFPB and other regulators recently have brought enforcement actions against lenders for the sale of certain ancillary products, such as debt protection products that cancel or suspend a borrower’s monthly payment or total indebtedness if certain life events occur. Regulators have questioned such products’ value and the tactics used by the lender to sell these bundled products. The optional credit insurance products that we offer have some similar benefits as debt protection products and are largely subject to state regulation such as state mandated loss ratios, premium rates, sales disclosures and free look periods. Although we have established sales practices that typically go beyond current state law requirements, the CFPB or other regulators may challenge our sales practices in regard to optional credit insurance or some other ancillary products.

As a result of the creation of the CFPB, and other changes occurring in the regulatory environment, the amount of fees and interest we collect, the number of optional products we sell and the number of new loans we originate could decrease, which could have a material adverse effect on our results of operations and financial condition.

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The Dodd-Frank Act has had, and may continue to have, a significant impact on our business, financial condition and results of operations.

The Dodd-Frank Act, which, among other provisions, established the CFPB, was enacted on July 21, 2010. While certain provisions in the Dodd-Frank Act were effective immediately, many of the provisions require implementing regulations to be effective. The Dodd-Frank Act and regulations promulgated thereunder have had, and may continue to have, a significant adverse impact on our business, results of operations and financial condition. For example, the Dodd-Frank Act and related regulations restrict certain business practices, impose additional costs on us (including increased compliance costs and increased costs of funding raised through the issuance of asset-backed securities), limit the fees we can charge for services and affect the value of our assets. The Dodd-Frank Act also may adversely affect the securitization market because it requires, among other things, that a securitizer generally retain not less than 5% of the credit risk for certain types of securitized assets that are transferred, sold, or conveyed through issuance of asset-backed securities. These changes could result in additional costs or limit our ability to securitize loans. For a description of certain other provisions of the Dodd-Frank Act and other legislative and regulatory developments see “Business—Regulation.” Federal agencies continue to promulgate regulations to implement the Dodd-Frank Act, and these regulations may continue to have a significant adverse impact on our business, financial condition and results of operations.

Many provisions of the Dodd-Frank Act require the adoption of additional rules to implement. In addition, the Dodd-Frank Act mandated multiple studies, many of which resulted in additional legislative or regulatory action, and the CFPB has also been mandated to execute further studies. For example, in December 2013 the CFPB published preliminary research on the use of pre-dispute arbitration clauses and it is in the process of preparing a statutorily mandated report to be delivered to Congress. As a result, the ultimate impact of the Dodd-Frank Act and its implementing regulations remains unclear and could have a material adverse effect on our business, results of operations and financial condition.

Because we are controlled by Citi we are subject to banking regulations and additional regulatory scrutiny.

Citi’s relationship and good standing with its regulators are important to the conduct of our business. Citi is a bank holding company and a “financial holding company” regulated by the Federal Reserve Board under the Bank Holding Company Act of 1956, or the BHC Act. The BHC Act imposes regulations and requirements on Citi and on any company that the Federal Reserve Board deems to be controlled by Citi. Because we are controlled by Citi, we are currently subject to regulation, supervision, examination and potential enforcement action by the Federal Reserve Board. Following this offering, we will continue to be controlled by Citi for bank regulatory purposes and, therefore, we will continue to be subject to regulation by the Federal Reserve Board and to most banking laws, regulations and orders that apply to Citi. The regulation of Citi and its controlled companies under applicable banking laws is intended primarily for the protection of Citi’s banking subsidiaries, their depositors, the deposit insurance fund of the Federal Deposit Insurance Corporation, or the FDIC, and the banking system as a whole, rather than for the protection of stockholders or creditors of Citi or us. For example, for as long as we are controlled by Citi, regulations will limit the ability of bank subsidiaries of Citi to extend credit to, or conduct other transactions with, us.

We will remain subject to this regulatory regime until Citi is no longer deemed to control us for bank regulatory purposes, which may not occur until Citi has significantly reduced its ownership interest in us. The ownership level at which the Federal Reserve Board would consider us no longer controlled by Citi will depend on the circumstances at that time (such as the extent of our relationships with Citi) and could be less than 5%.

Citi and its subsidiaries are also subject to examination by various banking regulators, which results in examination reports and ratings that may adversely impact the conduct and growth of our businesses. In the United States, Citi is regulated by the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC, and we are regulated by the Federal Reserve Board. The Federal Reserve Board has broad enforcement authority over us, including the power to prohibit us from conducting any activity that, in the Federal Reserve Board’s opinion, is unauthorized or constitutes an unsafe or unsound practice in conducting our business. The

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Federal Reserve Board may also impose substantial fines and other penalties for violations of applicable banking laws, regulations and orders. The failure of Citi to maintain its status as a financial holding company could result in substantial limitations on certain of our activities and our growth. In addition, pursuant to the Stockholder’s Agreement, we will agree not to take any action or fail to take any action that would result in Citi being in non-compliance with the BHC Act or any other applicable bank regulatory law, rule, regulation, guidance, order or directive.

As a controlled subsidiary of Citi, we are subject to the Dodd-Frank Act’s “Volcker Rule” prohibitions on investing in or sponsoring “covered funds,” which means that by July 21, 2015 our securitizations and warehouse facility will need to be structured to qualify for certain exclusions from the definition of an investment company under the Investment Company Act of 1940, or the Investment Company Act, such as the Investment Company Act Rule 3a-7 exclusion for certain issuers of asset-backed securities or, if we intend to depend upon another exclusion, will need to comply with the provisions of the Volcker Rule regulations. Even after we are no longer a controlled subsidiary of Citi, we expect that we will still want to structure our securitizations and warehouse facility so as to not be covered funds under the Volcker Rule in order for us to sell interests to banking entities. Currently, neither our securitizations nor our warehouse facility would be considered a covered fund.

We sell loans, including charged off loans and loans where the borrower is in default. This practice could subject us to heightened regulatory scrutiny, which may expose us to legal action, cause us to incur losses and/or limit or impede our collection activity.

As part of our business model, we sell loans, including those that may have been charged off as uncollectible. The CFPB and other regulators recently have significantly increased their scrutiny of debt sales, especially delinquent and charged-off debt. The CFPB has criticized sellers of debt for insufficient documentation to support and verify the validity or amount of the debt. It has also criticized debt collectors for, among other things, collection tactics, attempting to collect debts that are no longer valid, misrepresenting the amount of the debt and not having sufficient documentation to verify the validity or amount of the debt. Our loan sales could expose us to lawsuits or fines by regulators if we do not have sufficient documentation to support and verify the validity and amount of the loans underlying these transactions, or if we or purchasers of our loans use collection methods that are viewed as unfair or abusive. In addition, our collections could suffer and we may incur additional expenses if we are required to change collection practices or stop collecting on certain debts as a result of a lawsuit or action on the part of regulators. For more information with respect to the regulatory framework affecting our businesses, see “Business—Regulation.”

Our businesses are subject to extensive regulation in each of the states in which we conduct our business.

Our businesses are subject to numerous state and local laws and regulations. The extent of state regulation of our lending business varies by jurisdiction but relates primarily to the following: limits on the term of a loan, amounts, interest rates and charges on the loan; whether and under what circumstances insurance and other ancillary products may be offered to consumers in connection with a lending transaction; the manner in which we use personal data; collections efforts; and other consumer protections. The extent of state regulation of our insurance business varies by product and by jurisdiction, but relates primarily to the following: licensing; conduct of business; periodic examination of the affairs of insurers; form and content of required financial reports; standards of solvency; limitations on dividend payments and other related party transactions; types of products offered; approval of policy forms and premium rates; permissible investments; deposits of securities for the benefit of policyholders; reserve requirements for unearned premiums, losses and other purposes; and claims processing.

All of our operations are subject to regular examination by state regulators, and as a whole, our entities are subject to several hundred regulatory examinations in a given year. These examinations may result in requirements to change our policies or practices, and in some cases, we are required to pay monetary fines or make reimbursements to customers. Many state regulators and some federal regulators have indicated an

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intention to pool their resources in order to conduct examinations of licensed entities, including us, at the same time (referred to as a “multi-state” examination). This could result in more in-depth examinations, which could be more costly and lead to more significant enforcement actions.

States also have various loan servicing or debt collection licensing and regulatory requirements. To the extent that they exist, we must comply with state licensing and various operational compliance requirements in all of the states in which we offer our services. These requirements include, among others, the form and content of contracts and other documentation, controls and limitations on marketing and solicitation practices, collection practices, disclosures and record keeping. We are sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws or increased fees. The failure to satisfy these regulatory requirements could have a material adverse effect on our operations. In addition, changes in laws or regulations applicable to us could subject us to additional licensing, registration and other regulatory requirements in the future or could adversely affect our ability to operate or the manner in which we conduct business.

A material failure to comply with applicable laws and regulations could result in regulatory actions, lawsuits and damage to our reputation, which could have a material adverse effect on our results of operations, financial condition and liquidity. For more information with respect to the regulatory framework affecting our businesses, see “Business—Regulation.”

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. For example, for so long as we are an affiliate of Citi, we are subject to the Gramm-Leach-Bliley Act, or the GLBA, and implementing regulations and guidance. Among other things, the GLBA: (i) imposes certain limitations on the ability of financial institutions to share consumers’ nonpublic personal information with nonaffiliated third parties, (ii) requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions) and (iii) requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities, and the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.

Moreover, various federal banking regulatory agencies and states have enacted data security breach notification requirements with varying levels of individual, consumer, regulatory and/or law enforcement notification in certain circumstances in the event of a security breach.

Furthermore, legislators and/or regulators are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer and/or employee information, and some of our current or planned business activities. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer and/or employee data to which we are subject could result in higher compliance and technology costs. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions and damage to our reputation and our brand.

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Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.

We regularly use third-party vendors and subcontractors as part of our business. These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by our federal regulators (the Federal Reserve Board and the CFPB). Regulation requires us to enhance our due diligence, ongoing monitoring and control over our third-party vendors and subcontractors and other ongoing third-party business relationships. In certain cases we may be required to renegotiate our agreements with these vendors and/or their subcontractors to meet these enhanced requirements, which could increase our costs. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third-party relationships and for the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors and subcontractors or other ongoing third-party business relationships, or that such third parties have not performed appropriately, we could be subject to enforcement actions.

We are subject to certain banking regulations that limit our business activities, including our ability to pay dividends and enter into certain business transactions without the approval of the Federal Reserve Board.

Because our controlling stockholder, Citi, is a bank holding company, we are subject to certain banking regulations, including oversight by the Federal Reserve Board and the CFPB. Such banking regulations could limit the activities and the types of businesses that we may conduct. The Federal Reserve Board has broad enforcement authority over bank holding companies and their subsidiaries. The Federal Reserve Board could exercise its power to restrict Citi from having a non-bank subsidiary that is engaged in any activity that, in the Federal Reserve Board’s opinion, is unauthorized or constitutes an unsafe or unsound business practice, and could exercise its power to restrict us from engaging in any such activity. This power includes the authority to prohibit or limit the payment of dividends if, in the Federal Reserve Board’s opinion, such payment would constitute an unsafe or unsound practice. Moreover, certain banks and bank holding companies, including Citi, are required to perform a stress test and submit a capital plan to the Federal Reserve Board on an annual basis, and to receive a notice of non-objection to the plan from the Federal Reserve Board before taking capital actions, such as paying dividends, implementing common equity repurchase programs or redeeming or repurchasing capital instruments. In March 2014, the Federal Reserve Board rejected Citi’s capital plan, and for as long as we are controlled by Citi for bank regulatory purposes, approval of the Federal Reserve Board may be required before we may pay a dividend. There can be no assurance whether the Federal Reserve Board will accept Citi’s next capital plan, and even if it does, there can be no assurance that the Federal Reserve Board will not impose restrictions on our ability to pay dividends. The Federal Reserve Board may also impose substantial fines and other penalties for violations that we may commit, and has the authority to approve or disallow acquisitions or other activities we may contemplate, which may limit our future growth plans. To the extent that we are subject to banking regulation, we could be at a competitive disadvantage because some of our competitors are not subject to these limitations.

Risks Relating to Our Indebtedness

Our indebtedness is significant, which could affect our ability to meet our obligations under our debt instruments and could materially and adversely affect our business and ability to react to changes in the economy or our industry.

We currently have a significant amount of indebtedness. As of September 30, 2014, we had $5.4 billion of indebtedness outstanding (including securitizations and unsecured borrowings from Citi). Interest expense on our indebtedness was $228 million in 2013. There can be no assurance that we will be able to repay or refinance our debt in the future.

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The amount of indebtedness could have important consequences, including the following:

In addition, meeting our anticipated liquidity requirements is contingent upon our continued compliance with our existing debt agreements. An event of default or declaration of acceleration under one of our existing debt agreements could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. Furthermore, our existing debt agreements do not restrict us from incurring significant additional indebtedness. If our debt obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, the consequences described above could be magnified.

Our obligations under the indenture governing our unsecured debt restrict our current operations and may restrict our future operations.

The indenture governing our unsecured debt contains, and future debt agreements may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, but not limited to, restrictions on our ability to:

For further information, see “Description of Certain Indebtedness—6.75% Notes and 7.25% Notes.”

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Our ability to comply with these and other provisions of the indenture governing our unsecured debt may be affected by changes in our business condition or results of operations, adverse regulatory developments or other events beyond our control, including changes in general economic and business conditions. In particular, if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. However, we may be unable to implement alternative financing plans, if necessary, on commercially reasonable terms or at all, and any such alternative financing plans might be insufficient to allow us to meet our debt service obligations and other liquidity needs. In addition, our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous borrowing covenants, which could further restrict our business operations. The terms of our debt instruments may restrict us from adopting some of these alternatives. Moreover, any failure to make payments of principal and interest on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Any of the foregoing consequences could materially and adversely affect our business, financial condition, results of operations and prospects.

A breach of the covenants or restrictions under the indenture governing our unsecured debt or our other debt instruments into which we may enter in the future could result in an event of default under the applicable indebtedness. A default may allow the creditors or holders of our unsecured debt to accelerate the related debt and may result in the acceleration of other debt. In the event lenders, including holders of our unsecured debt, accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

In addition, our future debt may include restrictive covenants, including the maintenance of specified financial ratios, and, subject to certain exceptions, may prohibit us from prepaying our other indebtedness, including our unsecured debt.

We may enter into additional transactions after this offering that could further exacerbate the risks to our financial condition described above.

In preparation for this offering, we have established a fully independent capital structure so that we can independently finance our liquidity needs after this offering, through various sources of third-party debt such as securitizations, a warehouse facility and unsecured debt. We may also incur additional third-party indebtedness after this offering. Although the agreements governing such indebtedness may contain restrictions on the incurrence of additional indebtedness, such restrictions may be subject to a number of qualifications and exceptions that would allow us to incur substantial additional indebtedness while remaining in compliance with the restrictions. Future restrictions on indebtedness also would not prevent us from incurring additional obligations, such as trade payables, that may not constitute indebtedness as defined under the applicable agreements.

The agreements that will govern our future indebtedness may contain covenants customary for such financings, such as limiting our ability to sell or dispose of assets, incur additional indebtedness or liens, make certain restricted payments, make certain investments, consummate mergers, consolidations or other business combinations or engage in other lines of business. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could materially affect our business, financial condition or results of operations.

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The assessment of our liquidity is based upon significant judgments or estimates that could prove to be materially incorrect.

In assessing our current financial position and developing operating plans for the future, management has made significant judgments and estimates with respect to our liquidity, including but not limited to:

Additionally, there are numerous risks to our financial results, liquidity, capital raising and debt refinancing plans that are not quantified in our current liquidity forecasts. These risks include, but are not limited, to the following:

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We intend to support our liquidity position by managing originations and maintaining disciplined underwriting standards. We intend to support operations and repay indebtedness with one or more of the following activities, among others: loan collections, cash on hand, additional debt financings (particularly new securitizations and possible new issuances and/or debt refinancing transactions), loan portfolio sales, or a combination of the foregoing. There can be no assurance that we will be successful in undertaking any of these activities to support our operations and repay our obligations.

However, the actual outcome of one or more of our plans could be materially different than expected or one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect. In the event of such an occurrence, if third-party financing is not available, our liquidity could be substantially and materially affected, and as a result, substantial doubt could exist about our ability to continue as a going concern.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs, which could negatively affect our results of operations, financial condition and liquidity. 

Our debt currently has a non-investment grade rating and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt. Credit ratings are not recommendations to purchase, hold or sell any security, and may be revised or withdrawn at any time by the issuing organization. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of our securities and may not reflect all risks associated with an investment in our securities. Any future lowering of our ratings likely would make it more difficult and more expensive for us to obtain additional debt financing and will adversely impact the then-current market price of our securities. As a result, our future ratings could negatively impact our results of operations, financial condition and liquidity.

Our securitizations and warehouse facility may expose us to financing and other risks, and there can be no assurance that we will be able to access the asset-backed financing market in the future, which may require us to seek more costly financing.

In 2014 and 2015, we completed a total of three securitizations and a warehouse facility and may in the future securitize our loans to generate cash to originate new loans or pay our outstanding indebtedness. In each such transaction, we convey a pool of loans to a special purpose entity, which, in turn, conveys the loans to a trust (the issuing entity). Concurrently, the trust issues non-recourse notes or certificates pursuant to the terms of an indenture or pooling and servicing agreement, respectively, which then are transferred to the special purpose entity in exchange for the loans. The securities issued by the trust are secured by the pool of loans. In exchange for the transfer of loans to the issuing entity, we receive the cash proceeds from the sale of the trust securities, all residual interests, if any, in the cash flows from the loans after payment of the trust securities, and a 100% beneficial interest in the issuing entity. During periods of challenging credit and liquidity conditions, the value of the residual interests we may retain in our securitizations or warehouse facility could be reduced or, in some cases, eliminated.

We currently act as servicer with respect to our securitization and warehouse facility trusts and their related series of asset-backed securities. If we default in our servicing obligations, an early amortization event could occur with respect to the relevant asset-backed securities and we could be replaced as servicer. Servicer defaults include, for example, the failure of the servicer to make any payment, transfer or deposit in accordance with the securitization documents, a breach of representations, warranties or agreements made by the servicer under the securitization documents, the delegation of the servicer’s duties contrary to the securitization documents and the occurrence of certain insolvency events with respect to the servicer. Such an early amortization event could have materially adverse consequences on our liquidity and cost of funds. Although we were able to complete three securitizations and a warehouse facility in 2014 and 2015, the asset-backed financing market remains constrained, and we can give no assurances that we will be able to complete additional financing transactions.

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Rating agencies may also affect our ability to execute an asset-backed financing transaction, or increase the costs we expect to incur from executing asset-backed financing transactions, not only by deciding not to issue ratings for our asset-backed financing transactions, but also by altering the criteria and process they follow in issuing ratings. Rating agencies could alter their ratings processes or criteria after we have accumulated loans for securitization in a manner that effectively reduces the value of those loans by increasing our financing costs or otherwise requiring that we incur additional costs to comply with those processes and criteria. We have no ability to control or predict what actions the rating agencies may take.

Further, other matters, such as (i) accounting standards applicable to asset-backed financing transactions and (ii) capital and leverage requirements applicable to banks and other regulated financial institutions holding asset-backed securities, could result in decreased investor demand for securities issued through our asset-backed financing transactions, or increased competition from other institutions that undertake asset-backed financing transactions. In addition, compliance with certain regulatory requirements, including the Dodd-Frank Act and the Investment Company Act, may affect the type of asset-backed financing transactions that we are able to complete and the cost of such transactions.

If it is not possible or economical for us to securitize our loans in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and warehouse facilities and may have a material adverse effect on our results of operations, financial condition and liquidity.

Our non-compliance with the covenants of the Dividend Note could result in a reduction in our liquidity.

Prior to this offering, we expect to declare a dividend of a $         million note, which we refer to as the Dividend Note, and issue the Dividend Note to Citi. We will be obligated to comply with customary covenants contained in the Dividend Note. Although we expect to repay the full amount of the Dividend Note with the proceeds of this offering, our failure to pay the amount due under the Dividend Note or comply with its covenants would restrict our liquidity and, consequently, could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Organization and Structure

Citi owns a controlling interest in our company, and the interests of Citi may conflict with our interests and with those of our public stockholders, including you.

After this offering, Citi will own approximately     % of the outstanding shares of our common stock (    % if the underwriters exercise their over-allotment option in full).

For so long as Citi owns shares of our common stock representing more than 50% of the voting power of our outstanding voting securities, Citi will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election of all of the members of our Board of Directors who will determine our strategic plans, approve major financing decisions and appoint top management. In addition, as a holder of a majority of our common stock, Citi may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to the non-Citi holders of our common stock or adversely affect us or our public investors, including you. See “Description of Capital Stock.” Because Citi’s interests as our controlling stockholder may differ from your interests, actions taken by Citi with respect to us may not be favorable to you.

Prior to the completion of this offering, we also will enter into the Stockholder’s Agreement and a number of other agreements with Citi setting forth various matters governing our relationship with Citi while it remains a significant stockholder. In addition, our Amended and Restated Certificate of Incorporation will provide Citi with certain rights. For a description of these agreements and our Amended and Restated Certificate of Incorporation, see “Certain Relationships and Related Party Transactions—Relationship with Citi” and “Description of Capital

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Stock.” These agreements will govern our relationship with Citi after this offering and the provision of various services to us and certain provisions of these agreements are likely to affect our ability to make certain acquisitions or to merge or consolidate or to sell all or substantially all our assets without Citi’s consent.

Citi’s rights under these agreements may allow Citi to delay or prevent an acquisition of us or prevent a redemption or repurchase of our common stock that our public stockholders, including you, may consider favorable. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and Board of Directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. We will not be able to terminate these agreements with Citi or amend them in a manner we deem more favorable, except in accordance with their terms. In addition, a supermajority stockholder vote is required to amend Citi’s rights as set forth in our Amended and Restated Certificate of Incorporation. See “Description of Capital Stock.”

The assets and resources that we acquire in our separation from Citi may not be sufficient for us to operate as a stand-alone company, and we may experience difficulty in separating our assets and resources from Citi.

Because we have not operated as a stand-alone company in the recent past, we may have difficulty doing so after this offering. We may need to acquire assets and resources in addition to those provided to us by and in connection with our separation from Citi and may also face difficulty in separating our assets from Citi’s assets and integrating newly acquired assets into our business. Our business, financial condition and results of operations could be harmed if we have difficulty operating as a stand-alone company, fail to acquire assets that prove to be important to our operations or incur unexpected costs in separating our assets from Citi’s assets or integrating newly acquired assets.

Some of our arrangements with Citi may not be sustained at the same levels as when we were wholly owned by Citi.

We have, and after this offering will continue to have, contractual arrangements which require Citi and its affiliates to provide certain services to us. Following this offering, many of these services will be governed by a transition services agreement between Citi and us. There is no assurance that upon termination or expiration of the transition services agreement, these services will be sustained at the same levels as they were when we received such services from Citi or that we will obtain the same benefits. We may not be able to replace services and arrangements in a timely manner or on terms and conditions, including cost, as favorable as those we have previously received from Citi. In addition, we anticipate that we will be obligated to provide certain services to Citi under the Transition Services Agreement, and performing such services may distract our management and employees from conducting our business. The agreements with Citi and its affiliates were entered into in the context of a parent/wholly owned subsidiary relationship, and we may have to pay higher prices for similar services from Citi or unaffiliated third parties in the future. See “Certain Relationships and Related Party Transactions—Relationship with Citi—Transition Services Agreement.”

If Citi engages in the same type of business we conduct, our ability to successfully operate and expand our business may be impaired.

Because Citi may engage in the same activities in which we engage (subject to the terms of the Stockholder’s Agreement), there is a risk that we may be in direct competition with Citi with respect to lending or insurance. Due to Citi’s significant resources, including financial resources and name recognition, Citi could have a significant competitive advantage over us should it decide to engage in the type of business we conduct, which may cause our business to be materially adversely affected.

This offering and future sales of our common stock by Citi could adversely affect our business and profitability due to our loss of Citi’s strong brand, reputation and capital base.

We believe the association with Citi has provided us with preferred status among our customers, vendors and other persons due to Citi’s globally recognized brand, perceived high-quality products and services, and

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strong capital base and financial strength. This offering and future sales of our common stock by Citi could adversely affect our ability to attract and retain customers, which could result in reduced volumes of loans. The loss of the Citi brand may also prompt some third parties to reprice, modify or terminate their relationships with us. We cannot predict with certainty the effect that this offering will have on our business, our customers, vendors or other persons.

Certain of our directors may have actual or potential conflicts of interest because of their positions with Citi.

Following this offering, William J. Mills and Francesco Vanni d’Archirafi will serve on our Board of Directors and retain their positions with Citi and Mary McDowell will retain her position with the Company. In addition, each of these directors may own Citi common stock, options to purchase Citi common stock or other Citi equity awards. These individuals’ holdings of Citi common stock, options to purchase common stock of Citi or other equity awards may be significant for some of these persons compared to these persons’ total assets. Their positions at Citi and the ownership of any Citi equity or equity awards create, or may create the appearance of, conflicts of interest when these directors are faced with decisions that could have different implications for Citi than the decisions have for us or our public stockholders, including you.

Citi and its directors and officers will have limited liability to us or you for breach of fiduciary duty.

Our Amended and Restated Certificate of Incorporation will provide that, subject to any contractual provision to the contrary (including the Stockholder’s Agreement), Citi will have no obligation to refrain from:

Under our Amended and Restated Certificate of Incorporation, neither Citi nor any officer or director of Citi, except as provided in our Amended and Restated Certificate of Incorporation, will be liable to us or to our stockholders for breach of any fiduciary duty by reason of any of these activities. See “Description of Capital Stock—General—Amended and Restated Certificate of Incorporation Provision Relating to Corporate Opportunities and Interested Directors.”

Our consolidated and combined historical and pro forma financial data are not necessarily representative of the results we would have achieved as a stand-alone company and may not be a reliable indicator of our future results.

Our consolidated and combined historical financial data included in this prospectus do not reflect the financial condition, results of operations or cash flows we would have achieved as a stand-alone company during the periods presented or those we will achieve in the future. This is primarily the result of the following factors:

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Our financial condition and future results of operations, after giving effect to our separation from Citi and the Transactions, will be materially different from amounts reflected in our Consolidated and Combined Financial Statements that appear elsewhere in this prospectus. As a result of the Transactions, it may be difficult for investors to compare our future results to historical results or to evaluate our relative performance or trends in our business.

We expect to incur charges in connection with this offering and incremental costs as a stand-alone public company.

We will need to replicate or replace certain functions, systems and infrastructure to which we will no longer have the same access after this offering. For instance, we currently use certain Citi systems and infrastructure that we will need to replace prior to the expiration or termination of the transition services agreement, including its investment management, legal, compliance, regulatory reporting, risk management, taxation, accounting, marketing, strategy, management and human resources functions. We will also need to make investments to operate without the same access to Citi’s existing operational and administrative infrastructure. These initiatives may be costly to implement. In addition, pursuant to the transition services agreement, we will agree to indemnify Citi for certain past, present and future liabilities related to our business. We also expect to incur significant non-cash compensation charges associated with the grant of equity awards to our employees. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs is subject to change.

Following this offering, many of these services will be governed by a transition services agreement with Citi. There is no assurance that upon termination or expiration of the transition services agreement, the services that Citi currently performs for us will be sustained at the same levels as when we were receiving such services from Citi or that we will obtain the same benefits. When we begin to operate these functions independently, if we do not have our own adequate systems and business functions in place, or are unable to obtain them from other providers, we may not be able to operate our business effectively or at comparable costs, and our profitability may decline. In addition, our business has benefited from Citi’s purchasing power when procuring goods and services, including office supplies and equipment, employee benefit platforms, travel services and computer software licenses. As a stand-alone company, we may be unable to obtain such goods and services at comparable prices or on terms as favorable as those obtained prior to this offering, which could decrease our overall profitability.

For more information regarding transition services, see “Certain Relationships and Related Party Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Separation from Citi.”

We will owe obligations, including indemnification obligations, to Citi under the Stockholder’s Agreement that will be executed as part of our separation from Citi. These obligations could be materially disruptive to our business or subject us to substantial liabilities, including contingent liabilities and liabilities that are presently unknown or are difficult to quantify.

Prior to the completion of this offering, we will enter into the Stockholder’s Agreement with Citi that sets forth our relationship with Citi and its affiliates after this offering. The Stockholder’s Agreement will provide for, among other things, indemnification obligations designed to make us financially responsible for the debts, obligations and liabilities of any kind relating to or arising from the business, assets, contracts, properties, activities or practices now, hereafter or previously conducted, owned, entered into or operated by us or our legacy entities or businesses, including legacy entities, businesses or assets retained by Citi in CFNA (or retained elsewhere in Citi), or previously divested by us or Citi. As part of the foregoing indemnity, we will indemnify Citi for all liabilities arising from activities, practices (including origination and servicing), transactions and claims relating to or arising from our current or legacy businesses, branches, portfolios and assets, whether now part of our business or part of CFNA, CitiFinancial Servicing or Citi Holdings, including any liabilities relating

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to or arising from any of our business practices that are continued by Citi or from any sale by Citi or us of any such assets. We will not indemnify Citi for liabilities arising out of servicing or other activities by Citi after January 1, 2014 with respect to the CFNA mortgage portfolio that do not constitute a continuation of our business practices, any financial loss in the value of any assets held by Citi due to the performance of such assets or market conditions, or liabilities related to or arising from the Canada and Puerto Rico businesses within CFNA.

If we are required to indemnify Citi under the circumstances set forth in the Stockholder’s Agreement, we may be subject to substantial liabilities including liabilities that are accrued, contingent or otherwise and regardless of whether the liabilities are known or unknown at the time of our separation from Citi. Specifically, originations and servicing of various loans or insurance products are, or could become, subject to various claims, litigation or legal, regulatory or other proceedings resulting from business activities relating to current or legacy businesses or operations, even though they are no longer considered a part of our present-day business, and may result in liability due to future or changed laws, rules, interpretations or court decisions which purport to have retroactive effect. Such liabilities could be significant.

It is inherently difficult, and in some cases impossible, to estimate the probable losses associated with contingent and unknown liabilities of this nature, but future losses may be substantial and will be borne by us in accordance with the terms of the Stockholder’s Agreement.

We will be a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, are exempt from certain corporate governance requirements.

Upon completion of this offering, Citi will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. Under the New York Stock Exchange rules, a company of which more than 50% of the voting power is held by another company is a “controlled company” and need not comply with certain requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the nominating/corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (4) the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees. Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our Nominating and Corporate Governance and Compensation Committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the New York Stock Exchange corporate governance requirements.

If Citi sells a controlling interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on shares of our common stock and we may become subject to the control of a presently unknown third party.

Following the completion of this offering, Citi will own a     % equity interest in our company. Citi will have the ability, should it choose to do so, to sell some or all of its shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company. The ability of Citi to privately sell its shares of our common stock, with no requirement for a concurrent offer to be made to acquire all of the shares of our common stock that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium on your shares of our common stock that may otherwise accrue to Citi upon its private sale of our common stock. Additionally, if Citi privately sells its significant equity interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of public stockholders, including you. However, Citi has agreed, subject to certain exceptions, not to dispose of or hedge any shares of our common stock for a period of 180 days from the date of this prospectus.

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If Citi distributes the remaining shares of our stock to its stockholders in a transaction that is intended to be tax-free to Citi, we could have a material indemnification obligation under the Tax Matters Agreement we will enter into with Citi if we cause the distribution or certain related preliminary internal transactions to fail to qualify for tax-free treatment.

Citi has informed us that, after this offering, it may complete its exit from its investment in us by making a distribution of all of its remaining shares of our stock to its stockholders in a transaction that would be designed to qualify for tax-free treatment to Citi and its stockholders under Section 355 of the Internal Revenue Code, or the Code. Completion by Citi of the Distribution is conditioned on, among other things, an opinion from tax counsel confirming the tax-free treatment under Section 355 of the Code of the Distribution and the tax-free treatment of a series of preliminary transactions that would be required prior to implementing the Distribution. The opinion of tax counsel will rely on certain facts, assumptions, representations and undertakings from Citi and us regarding the past and future conduct of Citi’s and our businesses and other matters. If any of these facts, assumptions, representations or undertakings is incorrect or not otherwise satisfied, Citi may not be able to rely on the opinion of tax counsel. Notwithstanding the opinion of tax counsel, the IRS could determine that the Distribution (or any of the preliminary transactions) is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the stock ownership of Citi or us after the Distribution. If the Distribution (or any of the preliminary transactions) is determined to be taxable, Citi could incur significant tax liabilities, and under the Tax Matters Agreement we will enter into with Citi prior to the completion of this offering, we may be required to indemnify Citi for any such liabilities.

In order to preserve the tax-free status of the Distribution and the preliminary transactions to Citi, the Tax Matters Agreement will generally prohibit us from taking action after the Distribution that would cause the Distribution (or the preliminary transactions) to become taxable. As a result, and given that we may be required to indemnify Citi under the Tax Matters Agreement for tax liabilities incurred by Citi as a result of our taking such action, we may be required to forgo certain significant transactions that would otherwise have been advantageous to us for a period of time following the Distribution, such as certain dispositions of our assets or issuances of our stock. See “Certain Relationships and Related Party Transactions—Tax Matters Agreement.”

We are a holding company with no operations and will rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and to pay dividends.

We are a holding company with no material direct operations. Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries, which own our operating assets. As a result, we will be dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations on our common stock. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. For example, our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders. See “Description of Certain Indebtedness.” If the cash we receive from our subsidiaries pursuant to dividend payments is insufficient for us to fund our obligations, or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be able to raise cash by these means.

If the ability of any of our subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to pay our operating costs and other corporate expenses.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

We have no plans to pay regular dividends on our common stock, and we anticipate that a significant amount of any free cash flow generated from our operations will be utilized to redeem or prepay outstanding

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indebtedness and accordingly would not be available for dividends. Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. Until such time that we pay a dividend, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Insurance laws and regulations may delay or impede purchases of our common stock.

The insurance laws and regulations of the jurisdiction in which our insurance subsidiaries are domiciled generally provide that no person may acquire control, directly or indirectly, of a domiciled insurer, unless the person has provided required information to, and the acquisition is approved or not disapproved by, the applicable Department of Insurance. Generally, any person acquiring beneficial ownership of 10% or more of our voting securities would be presumed to have acquired indirect control of our insurance subsidiaries unless the applicable Department of Insurance, upon application, determines otherwise. Certain purchasers of our common stock could be subject to similar approvals which could significantly delay or otherwise impede their ability to complete such purchase.

Risks Relating to this Offering

Future sales of a substantial number of shares of common stock may adversely affect the market price of our shares.

If Citi sells or otherwise disposes of a large number of shares of our common stock, or if we issue a large number of shares of our common stock in connection with future acquisitions, financings or other circumstances, the market price of shares of our common stock could decline significantly. Moreover, Citi’s intention to divest of its remaining shares of our common stock or the perception in the public market that other stockholders might sell shares of our common stock could depress the market price of our common stock. However, Citi has agreed, subject to certain exceptions, not to dispose of or hedge any shares of our common stock for a period of 180 days from the date of this prospectus.

All the shares of our common stock sold in this offering will be freely tradable without restriction, except for shares of our common stock owned by any of our affiliates, including Citi. Immediately after this offering, the public market for our common stock will include only the              million shares of our common stock that are being sold in this offering, or              million shares of our common stock if the underwriters exercise the over-allotment option in full. After this offering, we intend to register              million shares of our common stock, which are reserved for issuance under our employee benefit plans. Once we register these shares, they can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates. In addition, we have granted Citi demand and “piggyback” registration rights with respect to the shares of our common stock it will continue to hold upon the completion of this offering. Citi may exercise its demand and piggyback registration rights, and any shares of our common stock so registered will be freely tradable in the public market, except for shares acquired by any of our affiliates. See “Certain Relationships and Related Party Transactions—Relationship with Citi—Registration Rights Agreement” and “Shares Eligible for Future Sale.”

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. In particular, we intend to continue to seek opportunities to acquire consumer finance portfolios and/or businesses that engage in consumer finance loan servicing and/or consumer finance loan originations. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed acquisition financing and/or cash from operations.

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Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our stockholders at the time of such issuance or reduce the market price of our common stock or both. Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

An active trading market for our common stock may never develop or be sustained.

Before this offering, there has been no established public market for our common stock. An active, liquid trading market for our common stock may not develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to acquire other companies, products or technologies by using our common stock as consideration. In addition, the liquidity of any market that may develop or the price that our stockholders may obtain for their shares of common stock cannot be predicted. The initial public offering price for our common stock will be determined by negotiations between us, the selling stockholders, and the representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting.” Consequently, you may not be able to sell your common stock at or above the initial public offering price or at any other price or at the time that you would like to sell.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock will be determined by negotiation between us, the representatives of the underwriters and the selling stockholder based on a number of factors and may not be indicative of prices that will prevail in the open market following completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

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These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market has generally, from time to time, experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

The obligations associated with being a public company will require significant resources and management attention.

As a result of this offering, we will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. All of the procedures and practices required as a majority-owned subsidiary of Citi were previously established, but we will have additional procedures and practices to establish as a stand-alone public company. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur. Once established, these controls may not achieve their intended objectives. Control processes that involve human diligence and compliance, such as our disclosure controls and procedures and internal control over financial reporting, are subject to lapses in judgment and breakdowns resulting from human failures. Controls can also be circumvented by collusion or improper management override. Because of such limitations, there are risks that material misstatements due to error or fraud may not be prevented or detected and that information may not be reported on a timely basis. If our controls are not effective, it could have a material adverse effect on our financial condition, results of operations, and market for our common stock, and could subject us to regulatory scrutiny.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we file with the SEC, and will likely require in the same report, a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. We will be unable to issue securities in the public

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markets through the use of a shelf registration statement if we are not in compliance with Section 404. In addition, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.

Our common stock is and will be subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities. Additionally, holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any classes or series of preferred stock that our Board of Directors may designate and issue without any action on the part of the holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than the pro forma net tangible book value of your shares. As a result, you will incur immediate dilution of $         per share, assuming an initial public offering price of $         per share, the midpoint of the price range set forth on the front cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, and based on our net tangible book value per share as of September 30, 2014 of $        , representing the difference between such assumed offering price and our net tangible book value per share. Accordingly, should we be liquidated at our book value, you would not receive the full amount of your investment. See “Dilution.”

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