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Delaware
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27-3379612
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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601 N.W. Second Street, Evansville, IN
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47708
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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•
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various risks relating to the proposed acquisition of OneMain Financial Holdings, Inc. (“OneMain”) from CitiFinancial Credit Company (the “Proposed Acquisition”), including in respect of the satisfaction of closing conditions to the Proposed Acquisition that are materially adverse to the business, financial condition or results of operations of the combined company;
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unanticipated difficulties financing the purchase price;
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unanticipated expenditures relating to the Proposed Acquisition;
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uncertainties as to the timing of the closing of the Proposed Acquisition;
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litigation relating to the Proposed Acquisition;
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the impact of the Proposed Acquisition on each company’s relationships with employees and third parties;
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the inability to obtain, or delays in obtaining, cost savings and synergies from the Proposed Acquisition and risks associated with the integration of the companies;
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changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we can access capital and also invest cash flows from our Consumer and Insurance segment;
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levels of unemployment and personal bankruptcies;
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natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or branches or other operating facilities;
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war, acts of terrorism, riots, civil disruption, pandemics, or other events disrupting business or commerce;
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changes in the rate at which we can collect or potentially sell our finance receivables portfolio;
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the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or lack of capacity to repay;
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changes in our ability to attract and retain employees or key executives to support our businesses;
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changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels, and the strength and ability of our competitors to operate independently or to enter into business combinations that result in a more attractive range of customer products or provide greater financial resources;
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shifts in collateral values, delinquencies, or credit losses;
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changes in federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (which, among other things, established the Consumer Financial Protection Bureau, which has broad authority to regulate and examine financial institutions), that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry;
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potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with such transactions;
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the effect of future sales of our remaining portfolio of real estate loans and the transfer of servicing for these loans;
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the costs and effects of any litigation or governmental inquiries or investigations involving us, particularly those that are determined adversely to us;
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our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements;
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our ability to comply with our debt covenants;
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our ability to generate sufficient cash to service all of our indebtedness;
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our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings;
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the potential for downgrade of our debt by rating agencies, which would have a negative impact on our cost of, and access to, capital;
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the impacts of our securitizations and borrowings;
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our ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries;
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changes in accounting standards or tax policies and practices and the application of such new policies and practices to the manner in which we conduct business;
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the material weakness that we have identified in our internal control over financial reporting; and
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other risks described in “Risk Factors” in Item 1A in Part I of this report.
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Consumer and Insurance;
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Acquisitions and Servicing; and
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Real Estate.
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Credit life insurance
— Insures the life of the borrower in an amount typically equal to the unpaid balance of the finance receivable and provides for payment to the lender of the finance receivable in the event of the borrower’s death.
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Credit accident and health insurance
— Provides scheduled monthly loan payments to lender during borrower’s disability due to illness or injury.
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Credit involuntary unemployment insurance
— Provides scheduled monthly loan payments to the lender during borrower’s involuntary unemployment.
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Credit-related property and casualty insurance
— Written to protect the value of property pledged as collateral for the finance receivable.
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mail and telephone solicitations;
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payment processing;
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originating “out of footprint” loans;
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servicing of delinquent real estate loans and certain personal loans;
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bankruptcy process for Chapter 7, 11, 12 and 13 loans;
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litigation requests for wage garnishments and other actions against borrowers;
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collateral protection insurance tracking;
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repossessing and re-marketing of titled collateral; and
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charge-off recovery operations.
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Our operational policies and procedures standardize various aspects of lending and collections.
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Our branch finance receivable systems control amounts, rates, terms, and fees of our customers’ accounts; create loan documents specific to the state in which the branch office operates or to the customer’s location if the loan is made electronically through our centralized operations; and control cash receipts and disbursements.
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Our headquarters accounting personnel reconcile bank accounts, investigate discrepancies, and resolve differences.
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Our credit risk management system reports allow us to track individual branch office performance and to monitor lending and collection activities.
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Our executive information system is available to headquarters and field operations management to review the status of activity through the close of business of the prior day.
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Our branch field operations management structure is designed to control a large, decentralized organization with succeeding levels of supervision staffed with more experienced personnel.
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Our field operations compensation plan aligns the operating activities and goals with corporate strategies by basing the incentive portion of field personnel compensation on profitability and credit quality.
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Our compliance department assesses our compliance with federal and state laws and regulations, as well as our compliance with our internal policies and procedures; oversees compliance training to ensure employees have a sufficient level of understanding of the laws and regulations that impact their job responsibilities; and manages our regulatory examination process.
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Our executive office of customer care maintains our consumer complaint resolution and reporting process.
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Our internal audit department audits our business for adherence to operational policy and procedure and compliance with federal and state laws and regulations.
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the Dodd-Frank Act;
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the Equal Credit Opportunity Act (prohibits discrimination against creditworthy applicants) and the Consumer Financial Protection Bureau (“CFPB”) Regulation B, which implements this Act;
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the Fair Credit Reporting Act (governs the accuracy and use of credit bureau reports);
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the Truth in Lending Act (governs disclosure of applicable charges and other finance receivable terms) and the CFPB’s Regulation Z, which implements this Act;
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the Fair Debt Collection Practices Act;
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the Gramm-Leach-Bliley Act (governs the handling of personal financial information) and CFPB Regulation P, which implements this Act;
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the Servicemembers Civil Relief Act, which can impose limitations on the servicer’s ability to collect on a loan originated with an obligor who is on active duty status and up to 9 months thereafter;
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the Real Estate Settlement Procedures Act and the CFPB’s Regulation X (both of which regulate the making and servicing of certain loans secured by real estate);
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the Federal Trade Commission’s Consumer Claims and Defenses Rule, also known as the “Holder in Due Course” Rule; and
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the Federal Trade Commission Act.
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provide for state licensing and periodic examination of lenders and loan originators, including state laws adopted or amended to comply with licensing requirements of the federal Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (the “SAFE Act”) (which, in some states, requires licensing of individuals who perform real estate loan modifications);
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require the filing of reports with regulators;
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impose maximum term, amount, interest rate, and other charge limitations;
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regulate whether and under what circumstances we may offer insurance and other ancillary products in connection with a lending transaction; and
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provide for additional consumer protections.
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licensing;
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conduct of business, including marketing and sales practices;
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periodic financial and market conduct examination of the affairs of insurers;
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form and content of required financial reports;
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standards of solvency;
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limitations on the payment of dividends and other affiliate transactions;
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types of products offered;
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approval of policy forms and premium rates;
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permissible investments;
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reserve requirements for unearned premiums, losses, and other purposes; and
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claims processing.
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address the risks associated with our new focus on personal (including auto) loan receivables, including, but not limited to consumer demand for finance receivables, and changes in economic conditions and interest rates;
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address the risks associated with the new centralized method of originating and servicing our internet loans through our centralized operations, which represents a departure from our traditional high-touch branch- based servicing function and includes the potential for higher default and delinquency rates;
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integrate, and develop the expertise required to capitalize on, our centralized operations;
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obtain regulatory approval in connection with our internet lending;
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obtain regulatory approval in connection with the acquisition of consumer loan portfolios and/or companies in the business of selling consumer loans or related products;
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comply with regulations in connection with doing business and offering loan products over the internet, including various state and federal e-signature rules mandating that certain disclosures be made and certain steps be followed in order to obtain and authenticate e-signatures, with which we have limited experience;
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successfully source, underwrite and integrate new acquisitions of loan portfolios and other businesses; and
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successfully integrate OneMain if the Proposed Acquisition is completed.
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the integration of the portfolio into our information technology platforms and servicing systems;
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the quality of servicing during any interim servicing period after we purchase a portfolio but before we assume servicing obligations from the seller or its agents;
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the disruption to our ongoing businesses and distraction of our management teams from ongoing business concerns;
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incomplete or inaccurate files and records;
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the retention of existing customers;
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the creation of uniform standards, controls, procedures, policies and information systems;
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the occurrence of unanticipated expenses; and
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potential unknown liabilities associated with the transactions, including legal liability related to origination and servicing prior to the acquisition.
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the integration of the personnel with certain of our management teams, strategies, operations, products and services;
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the integration of the physical facilities with our information technology platforms and servicing systems; and
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the disruption to our ongoing businesses and distraction of our management teams from ongoing business concerns.
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our representations and warranties concerning the quality and characteristics of the finance receivable are inaccurate;
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there is borrower fraud; and
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we fail to comply, at the individual finance receivable level or otherwise, with regulatory requirements in connection with the origination and servicing of the finance receivables.
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having to pay certain significant transaction costs relating to the Proposed Acquisition without receiving the benefits of the Proposed Acquisition;
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our share price may decline to the extent that the current market prices reflect an assumption by the market that the Proposed Acquisition will be completed;
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we may be subject to litigation related to any failure to complete the Proposed Acquisition; and
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if the Proposed Acquisition fails to close as a result of our failure to obtain antitrust approvals for, or resolve any objections of antitrust authorities to, the Proposed Acquisition, we will be required to pay the Seller a termination fee of $212.5 million.
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incur or guarantee additional indebtedness or issue certain preferred stock;
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make dividend payments or distributions on or purchases of OneMain’s equity interests;
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make other restricted payments or investments;
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create certain liens;
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make certain dispositions of assets;
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engage in certain transactions with affiliates;
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sell securities of our subsidiaries;
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create restrictions on OneMain’s restricted subsidiaries’ ability to pay dividends or make other payments; and
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merge, consolidate or sell all or substantially all of OneMain’s properties and assets.
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it may require us to dedicate a significant portion of our cash flow from operations to the payment of the principal of, and interest on, our indebtedness, which reduces the funds available for other purposes, including finance receivable originations;
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it could limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing regulatory, business and economic conditions;
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it may limit our ability to incur additional borrowings or securitizations for working capital, capital expenditures, business development, debt service requirements, acquisitions or general corporate or other purposes, or to refinance our indebtedness;
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it may require us to seek to change the maturity, interest rate and other terms of our existing debt;
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it may cause a further downgrade of our debt and long-term corporate ratings; and
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it may cause us to be more vulnerable to periods of negative or slow growth in the general economy or in our business.
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our ability to generate sufficient cash to service all of our outstanding debt;
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our continued ability to access debt and securitization markets and other sources of funding on favorable terms;
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our ability to complete on favorable terms, as needed, additional borrowings, securitizations, finance receivable portfolio sales, or other transactions to support liquidity, and the costs associated with these funding sources, including sales at less than carrying value and limits on the types of assets that can be securitized or sold, which would affect profitability;
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the potential for downgrade of our debt by rating agencies, which would have a negative impact on our cost of, and access to, capital;
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our ability to finance the Proposed Acquisition;
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our ability to comply with our debt covenants;
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the amount of cash expected to be received from our finance receivable portfolio through collections (including prepayments) and receipt of finance charges, which could be materially different than our estimates;
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the potential for declining financial flexibility and reduced income should we use more of our assets for securitizations and finance receivable portfolio sales; and
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the potential for reduced income due to the possible deterioration of the credit quality of our finance receivable portfolios.
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our inability to grow our personal loan portfolio with adequate profitability to fund operations, loan losses, and other expenses;
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our inability to monetize assets including, but not limited to, our access to debt and securitization markets;
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our inability to obtain the additional necessary funding to finance the Company’s operations after the Proposed Acquisition;
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the effect of federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Act (which, among other things, established the CFPB with broad authority to regulate and examine financial institutions), on our ability to conduct business or the manner in which we conduct business, such as licensing
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•
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potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with the transaction;
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the potential for increasing costs and difficulty in servicing our loan portfolio as a result of heightened nationwide regulatory scrutiny of loan servicing and foreclosure practices in the industry generally, and related costs that could be passed on to us in connection with the subservicing of our real estate loans that were originated or acquired centrally;
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•
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reduced cash receipts as a result of the liquidation of our real estate loan portfolio;
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the potential for additional unforeseen cash demands or accelerations of obligations;
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reduced income due to loan modifications where the borrower’s interest rate is reduced, principal payments are deferred, or other concessions are made;
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the potential for declines in bond and equity markets; and
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•
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the potential effect on us if the capital levels of our regulated and unregulated subsidiaries prove inadequate to support current business plans.
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a classified board of directors with staggered three-year terms;
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removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);
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•
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provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholder), any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders);
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advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;
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•
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certain rights to Fortress and certain of its affiliates and permitted transferees with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint a majority of the members of our board of directors, plus one director, for so long as Fortress and certain of its affiliates and permitted transferees continue to beneficially own, directly or indirectly at least 30% of our issued and outstanding common stock (including Fortress’s proportionate interest in shares of our common stock held by the Initial Stockholder);
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•
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no provision in our restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;
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our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock (including Fortress’s proportionate interest in shares of our common stock held by the Initial Stockholder), our stockholders may act without a meeting by written consent of a majority of our stockholders; and
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•
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under our restated certificate of incorporation, our board of directors has authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.
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•
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reaction to the Proposed Acquisition;
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•
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variations in our quarterly or annual operating results;
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•
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changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;
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•
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the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock after this offering;
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additions to, or departures of, key management personnel;
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any increased indebtedness we may incur in the future;
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announcements by us or others and developments affecting us;
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actions by institutional stockholders;
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•
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litigation and governmental investigations;
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•
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changes in market valuations of similar companies;
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•
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speculation or reports by the press or investment community with respect to us or our industry in general;
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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
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•
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announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; and
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general market, political and economic conditions, including any such conditions and local conditions in the markets in which our borrowers are located.
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Fourth
Quarter
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Third
Quarter
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Second
Quarter
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First
Quarter
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||||||||
2014
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||||||||
High sales price of our common stock
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$
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39.86
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$
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34.74
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$
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27.35
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$
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28.56
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Low sales price of our common stock
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32.04
|
|
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25.28
|
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22.35
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23.43
|
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2013 *
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||||||||
High sales price of our common stock
|
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$
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25.65
|
|
|
N/A
|
|
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N/A
|
|
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N/A
|
|
|||
Low sales price of our common stock
|
|
18.51
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
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|
*
|
SHI’s common stock has been listed for trading on the NYSE under the symbol “LEAF” since October 16, 2013; therefore, the previous quarters in 2013 were not applicable.
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|
|
Successor Company
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|
Predecessor Company
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||||||||||||||||||||||||
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|
|
|
|
|
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|
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At or for the One Month Ended December 31, 2010
|
|
At or for the Eleven Months Ended November 30, 2010 (a)
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||||||||||||||||
(dollars in thousands
except earnings (loss) per share) |
|
At or for the Year Ended
|
|
|
||||||||||||||||||||||||
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December 31, 2014
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|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
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Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
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|
$
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1,981,778
|
|
|
$
|
2,154,078
|
|
|
$
|
1,714,813
|
|
|
|
$
|
1,871,229
|
|
|
|
$
|
181,227
|
|
|
|
$
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1,688,720
|
|
|
Interest expense
|
|
734,022
|
|
|
919,749
|
|
|
1,075,205
|
|
|
|
1,284,773
|
|
|
|
120,328
|
|
|
|
996,469
|
|
|
||||||
Provision for finance receivable losses
|
|
474,147
|
|
|
527,661
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|
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341,578
|
|
|
|
329,675
|
|
|
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38,710
|
|
|
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444,349
|
|
|
||||||
Other revenues
|
|
832,326
|
|
|
153,060
|
|
|
97,343
|
|
|
|
141,505
|
|
|
|
31,937
|
|
|
|
227,263
|
|
|
||||||
Other expenses
|
|
701,439
|
|
|
782,171
|
|
|
700,741
|
|
|
|
758,424
|
|
|
|
61,976
|
|
|
|
737,052
|
|
|
||||||
Income (loss) before provision for (benefit from) income taxes
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|
904,496
|
|
|
77,557
|
|
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(305,368
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)
|
|
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(360,138
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)
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|
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1,463,458
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|
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(261,887
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)
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|
||||||
Net income (loss)
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607,450
|
|
|
93,742
|
|
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(217,697
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)
|
|
|
(241,733
|
)
|
|
|
1,465,421
|
|
(a)
|
|
(11,190
|
)
|
|
||||||
Net income attributable to non-controlling interests
|
|
102,814
|
|
|
113,043
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
||||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
504,636
|
|
|
(19,301
|
)
|
|
(217,697
|
)
|
|
|
(241,733
|
)
|
|
|
1,465,421
|
|
|
|
(11,190
|
)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
4.40
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
|
|
$
|
(2.42
|
)
|
|
|
$
|
14.65
|
|
|
|
$
|
(0.11
|
)
|
|
Diluted
|
|
4.38
|
|
|
(0.19
|
)
|
|
(2.18
|
)
|
|
|
(2.42
|
)
|
|
|
14.65
|
|
|
|
(0.11
|
)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net finance receivables, less allowance for finance receivable losses
|
|
$
|
6,307,653
|
|
|
$
|
13,424,988
|
|
|
$
|
11,627,339
|
|
|
|
$
|
13,087,563
|
|
|
|
$
|
14,352,474
|
|
|
|
N/A
|
|
(b)
|
|
Total assets
|
|
11,057,864
|
|
|
15,402,686
|
|
|
14,666,620
|
|
|
|
15,510,806
|
|
|
|
18,288,041
|
|
|
|
N/A
|
|
(b)
|
||||||
Long-term debt
|
|
8,384,910
|
|
|
12,769,036
|
|
|
12,620,853
|
|
|
|
13,087,649
|
|
|
|
15,169,946
|
|
|
|
N/A
|
|
(b)
|
||||||
Total liabilities
|
|
9,220,902
|
|
|
13,516,058
|
|
|
13,485,698
|
|
|
|
14,165,867
|
|
|
|
16,676,855
|
|
|
|
N/A
|
|
(b)
|
||||||
Springleaf shareholders’ equity
|
|
2,025,269
|
|
|
1,540,020
|
|
|
1,180,922
|
|
|
|
1,344,939
|
|
|
|
1,611,186
|
|
|
|
N/A
|
|
(b)
|
||||||
Non-controlling interests
|
|
(188,307
|
)
|
|
346,608
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
(b)
|
||||||
Total shareholders’ equity
|
|
1,836,962
|
|
|
1,886,628
|
|
|
1,180,922
|
|
|
|
1,344,939
|
|
|
|
1,611,186
|
|
|
|
N/A
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
|
2.22
|
|
|
1.08
|
|
|
0.72
|
|
(c)
|
|
0.72
|
|
(c)
|
|
13.04
|
|
(d)
|
|
0.74
|
|
(c)
|
(a)
|
Net income for the one month ended December 31, 2010 included a bargain purchase gain of $1.5 billion resulting from the Fortress Acquisition.
|
(b)
|
Not applicable. Our consolidated balance sheets are presented at December 31; therefore, balance sheet information at November 30, 2010 is not applicable.
|
(c)
|
Earnings did not cover total fixed charges by $305.4 million in 2012, $360.1 million in 2011, and $261.9 million during the eleven months ended November 30, 2010.
|
(d)
|
Not meaningful due to the impact of the bargain purchase gain of $1.5 billion.
|
Topic
|
|
Page
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Personal Loans —
We offer personal loans through our branch network and over the internet through our centralized operations to customers who generally need timely access to cash. Our personal loans are typically non-revolving with a fixed-rate and a fixed, original term of two to five years. At December 31, 2014, we had over 924,000 personal loans, representing
$3.8 billion
of net finance receivables, of which
$1.9 billion
, or
49%
, was secured by collateral consisting of titled personal property (such as automobiles),
$1.4 billion
, or
35%
, was secured by consumer household goods or other items of personal property, and the remainder was unsecured.
|
•
|
Insurance Products —
We offer our customers credit insurance (life insurance, accident and health insurance, and involuntary unemployment insurance) and non-credit insurance through both our branch network and our centralized
|
•
|
SpringCastle Portfolio —
On April 1, 2013, we acquired the SpringCastle Portfolio through a joint venture in which we own a
47%
equity interest. These loans included unsecured loans and loans secured by subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). The SpringCastle Portfolio includes both closed-end accounts and open-end lines of credit. These loans are in a liquidating status and vary in substance and form from our originated loans. We assumed the direct servicing obligations for these loans in September 2013. At December 31, 2014, the SpringCastle Portfolio included over
277,000
of acquired loans, representing
$2.0 billion
in net finance receivables.
|
•
|
Real Estate Loans —
We ceased real estate lending in January 2012, and during 2014, we sold
$6.4 billion
of real estate loans held for sale. The remaining real estate loans may be closed-end accounts or open-end home equity lines of credit, generally have a fixed rate and maximum original terms of 360 months, and are secured by first or second mortgages on residential real estate. We continue to service the liquidating real estate loans and support any advances on open-end accounts. At December 31, 2014,
$227.0 million
of real estate loans held for investment, or
36%
, were secured by first mortgages and
$398.4 million
, or
64%
, were secured by second mortgages. Real estate loans held for sale totaled $205.0 million at December 31, 2014, all of which were secured by first mortgages.
|
•
|
Retail Sales Finance —
We ceased purchasing retail sales contracts and revolving retail accounts in January 2013. We continue to service the liquidating retail sales contracts and will provide revolving retail sales financing services on our revolving retail accounts. We refer to retail sales contracts and revolving retail accounts collectively as “retail sales finance.”
|
•
|
Declining competition from thrifts and banks (although banks continue to serve non-prime customers in other ways) as these institutions have retreated from the non-prime market in the face of regulatory scrutiny and in the aftermath of the housing crisis. As a result of the reduced lending of these competitors, access to credit has fallen substantially for the non-prime segment of customers, which, in turn, has increased our potential customer base.
|
•
|
Slow but sustained economic growth.
|
•
|
Migration of customer activity from traditional channels such as direct mail to online channels (served by our centralized operations) where we believe we are well suited to capture volume due to our scale, technology, and deployment of advanced analytics.
|
•
|
Our renewed focus on our personal loan business.
|
(dollars in thousands except earnings (loss) per share)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Finance charges
|
|
$
|
1,920,513
|
|
|
$
|
2,153,745
|
|
|
$
|
1,712,073
|
|
Finance receivables held for sale originated as held for investment
|
|
61,265
|
|
|
333
|
|
|
2,740
|
|
|||
Total interest income
|
|
1,981,778
|
|
|
2,154,078
|
|
|
1,714,813
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
734,022
|
|
|
919,749
|
|
|
1,075,205
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income
|
|
1,247,756
|
|
|
1,234,329
|
|
|
639,608
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for finance receivable losses
|
|
474,147
|
|
|
527,661
|
|
|
341,578
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income after provision for finance receivable losses
|
|
773,609
|
|
|
706,668
|
|
|
298,030
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Insurance
|
|
166,459
|
|
|
148,179
|
|
|
126,423
|
|
|||
Investment
|
|
39,127
|
|
|
35,132
|
|
|
35,896
|
|
|||
Net loss on repurchases and repayments of debt
|
|
(66,175
|
)
|
|
(41,716
|
)
|
|
(15,542
|
)
|
|||
Net gain (loss) on fair value adjustments on debt
|
|
(15,033
|
)
|
|
6,055
|
|
|
(2,992
|
)
|
|||
Net gain on sales of real estate loans and related trust assets
|
|
726,322
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(18,374
|
)
|
|
5,410
|
|
|
(46,442
|
)
|
|||
Total other revenues
|
|
832,326
|
|
|
153,060
|
|
|
97,343
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
359,818
|
|
|
463,920
|
|
|
320,164
|
|
|||
Other operating expenses
|
|
265,990
|
|
|
253,372
|
|
|
296,395
|
|
|||
Restructuring expenses
|
|
—
|
|
|
—
|
|
|
23,503
|
|
|||
Insurance losses and loss adjustment expenses
|
|
75,631
|
|
|
64,879
|
|
|
60,679
|
|
|||
Total other expenses
|
|
701,439
|
|
|
782,171
|
|
|
700,741
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) before provision for (benefit from) income taxes
|
|
904,496
|
|
|
77,557
|
|
|
(305,368
|
)
|
|||
|
|
|
|
|
|
|
||||||
Provision for (benefit from) income taxes
|
|
297,046
|
|
|
(16,185
|
)
|
|
(87,671
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
607,450
|
|
|
93,742
|
|
|
(217,697
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to non-controlling interests
|
|
102,814
|
|
|
113,043
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
504,636
|
|
|
$
|
(19,301
|
)
|
|
$
|
(217,697
|
)
|
|
|
|
|
|
|
|
||||||
Share Data:
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
114,791,225
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Diluted
|
|
115,265,123
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.40
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
Diluted
|
|
$
|
4.38
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
(dollars in thousands)
|
|
||
|
|
||
2014 compared to 2013
|
|
||
|
|
||
Decrease in average net receivables
|
$
|
(435,031
|
)
|
Increase in yield
|
201,799
|
|
|
Total
|
$
|
(233,232
|
)
|
(dollars in thousands)
|
|
||
|
|
||
2013 compared to 2012
|
|
||
|
|
||
Decrease in average net receivables
|
$
|
(103,360
|
)
|
Increase in yield
|
63,404
|
|
|
Change in number of days (due to 2012 leap year)
|
(3,495
|
)
|
|
SpringCastle finance charges in 2013
|
485,123
|
|
|
Total
|
$
|
441,672
|
|
(a)
|
Interest income adjustments consist of: (1) the accretion of the net discount applied to non-credit impaired net finance receivables to revalue the non-credit impaired net finance receivables to their fair value at the date of the Fortress Acquisition using the interest method over the remaining life of the related net finance receivables; (2) the difference in finance charges earned on our pools of purchased credit impaired net finance receivables under a level rate of return over the expected lives of the underlying pools of purchased credit impaired finance receivables, net of the finance charges earned on these finance receivables under historical accounting basis; and (3) the elimination of the accretion or amortization of historical unearned points and fees, deferred origination costs, premiums, and discounts.
|
(b)
|
Interest expense adjustments consist of: (1) the accretion of the net discount applied to long-term debt to revalue the debt securities to their fair value at the date of the Fortress Acquisition using the interest method over the remaining life of the related debt securities; and (2) the elimination of the accretion or amortization of historical discounts, premiums, commissions, and fees.
|
(c)
|
Provision for finance receivable losses consists of the allowance for finance receivable losses adjustments and net charge-offs quantified in the table below. Allowance for finance receivable losses adjustments reflect the net difference between our allowance adjustment requirements calculated under our historical accounting basis net of adjustments required under push-down accounting basis. Net charge-offs reflect the net charge-off of loans at a higher carrying value under historical accounting basis versus the discounted basis to their fair value at date of the Fortress Acquisition under push-down accounting basis.
|
(d)
|
Repurchases and repayments of long-term debt adjustments reflect the impact on acceleration of the accretion of the net discount or amortization of the net premium applied to long-term debt.
|
(e)
|
Fair value adjustments on debt reflect differences between historical accounting basis and push-down accounting basis. On a historical accounting basis, certain long-term debt components are marked-to-market on a recurring basis and are no longer marked-to-market on a recurring basis after the application of push-down accounting at the time of the Fortress Acquisition.
|
(f)
|
Fair value adjustments on sales of finance receivables held for sale originated as held for investment reflect the reversal of the remaining unaccreted push-down accounting basis for net finance receivables, less allowance for finance receivable losses established at the date of the Fortress Acquisition that were sold in the 2014 period.
|
(g)
|
Amortization of other intangible assets reflects the amortization over the remaining estimated life of intangible assets established at the date of the Fortress Acquisition as a result of the application of push-down accounting.
|
(h)
|
“Other” items reflect differences between historical accounting basis and push-down accounting basis relating to various items such as the elimination of deferred charges, adjustments to the basis of other real estate assets, fair value adjustments to fixed assets, adjustments to insurance claims and policyholder liabilities, and various other differences all as of the date of the Fortress Acquisition.
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
1,465,593
|
|
|
$
|
1,211,036
|
|
|
$
|
585,041
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
245,674
|
|
|
220,638
|
|
|
141,440
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income
|
|
1,219,919
|
|
|
990,398
|
|
|
443,601
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for finance receivable losses
|
|
354,953
|
|
|
250,288
|
|
|
90,598
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income after provision for finance receivable losses
|
|
864,966
|
|
|
740,110
|
|
|
353,003
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Insurance
|
|
166,407
|
|
|
148,131
|
|
|
126,423
|
|
|||
Investment
|
|
49,879
|
|
|
41,705
|
|
|
41,418
|
|
|||
Net gain (loss) on repurchases and repayments of debt
|
|
(27,844
|
)
|
|
(5,357
|
)
|
|
5,879
|
|
|||
Net gain (loss) on fair value adjustments on debt
|
|
(14,810
|
)
|
|
5,534
|
|
|
—
|
|
|||
Other
|
|
77,738
|
|
|
43,607
|
|
|
10,519
|
|
|||
Total other revenues
|
|
251,370
|
|
|
233,620
|
|
|
184,239
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
312,660
|
|
|
270,299
|
|
|
258,828
|
|
|||
Other operating expenses
|
|
271,252
|
|
|
212,942
|
|
|
120,492
|
|
|||
Restructuring expenses
|
|
—
|
|
|
—
|
|
|
15,863
|
|
|||
Insurance loss and loss adjustment expenses
|
|
76,568
|
|
|
65,783
|
|
|
62,092
|
|
|||
Total other expenses
|
|
660,480
|
|
|
549,024
|
|
|
457,275
|
|
|||
|
|
|
|
|
|
|
||||||
Pretax operating income
|
|
455,856
|
|
|
424,706
|
|
|
79,967
|
|
|||
|
|
|
|
|
|
|
||||||
Pretax operating income attributable to non-controlling interests
|
|
102,814
|
|
|
113,043
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Pretax operating income attributable to Springleaf Holdings, Inc.
|
|
$
|
353,042
|
|
|
$
|
311,663
|
|
|
$
|
79,967
|
|
(a)
|
The gross charge-off ratio and charge-off ratio in 2013 reflect $14.5 million of additional charge-offs recorded in March 2013 (on a historical accounting basis) related to our change in charge-off policy for personal loans effective March 31, 2013. Excluding these additional charge-offs, the gross charge-off ratio would have been 4.66% in 2013.
|
(b)
|
The recovery ratio and charge-off ratio in 2013 reflects $22.7 million of recoveries on charged-off personal loans resulting from a sale of our charged-off finance receivables in June 2013, net of a $2.7 million adjustment for the subsequent buyback of certain personal loans. Excluding the impacts of the $14.5 million of additional charge-offs and the $22.7 million of recoveries on charged-off personal loans, the charge-off ratio would have been 3.81% in 2013.
|
(dollars in thousands)
|
|
|
|
|
||||
Years Ended December 31,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Interest income:
|
|
|
|
|
||||
Finance charges - Consumer and Insurance
|
|
$
|
916,228
|
|
|
$
|
721,772
|
|
Finance charges - Acquisitions and Servicing
|
|
549,365
|
|
|
489,264
|
|
||
Total
|
|
$
|
1,465,593
|
|
|
$
|
1,211,036
|
|
(dollars in thousands)
|
|
|
|
|
||||
Years Ended December 31,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Interest income:
|
|
|
|
|
||||
Finance charges - Consumer and Insurance
|
|
$
|
721,772
|
|
|
$
|
585,041
|
|
Finance charges - Acquisitions and Servicing
|
|
489,264
|
|
|
—
|
|
||
Total
|
|
$
|
1,211,036
|
|
|
$
|
585,041
|
|
(dollars in thousands)
|
|
|
|
|
||||
Years Ended December 31,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Interest expense - Consumer and Insurance
|
|
$
|
149,000
|
|
|
$
|
141,440
|
|
Interest expense - Acquisitions and Servicing
|
|
71,638
|
|
|
—
|
|
||
Total
|
|
$
|
220,638
|
|
|
$
|
141,440
|
|
(dollars in thousands)
|
|
|
|
|
||||
Years Ended December 31,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Other operating expenses - Consumer and Insurance
|
|
$
|
129,300
|
|
|
$
|
120,492
|
|
Other operating expenses - Acquisitions and Servicing
|
|
83,642
|
|
|
—
|
|
||
Total
|
|
$
|
212,942
|
|
|
$
|
120,492
|
|
*
|
See reconciliation of income (loss) before provision for (benefit from) income taxes on a push-down accounting basis to a historical accounting basis, which is presented prior to “Segment Results”.
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Finance charges
|
|
$
|
354,359
|
|
|
$
|
698,026
|
|
|
$
|
820,439
|
|
Finance receivables held for sale originated as held for investment
|
|
52,457
|
|
|
—
|
|
|
2,734
|
|
|||
Total interest income
|
|
406,816
|
|
|
698,026
|
|
|
823,173
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
353,673
|
|
|
546,266
|
|
|
669,308
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income
|
|
53,143
|
|
|
151,760
|
|
|
153,865
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for finance receivable losses
|
|
127,978
|
|
|
255,157
|
|
|
59,601
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income (loss) after provision for finance receivable losses
|
|
(74,835
|
)
|
|
(103,397
|
)
|
|
94,264
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Investment
|
|
(893
|
)
|
|
—
|
|
|
—
|
|
|||
Net gain (loss) on repurchases and repayments of debt
|
|
(21,975
|
)
|
|
(46,385
|
)
|
|
13,790
|
|
|||
Net gain on fair value adjustments on debt
|
|
8,298
|
|
|
56,890
|
|
|
10,369
|
|
|||
Net gain on sales of real estate loans and related trust assets *
|
|
185,240
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(15,948
|
)
|
|
(4,289
|
)
|
|
(75,088
|
)
|
|||
Total other revenues
|
|
154,722
|
|
|
6,216
|
|
|
(50,929
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
37,025
|
|
|
27,312
|
|
|
29,680
|
|
|||
Other operating expenses
|
|
56,256
|
|
|
55,846
|
|
|
72,037
|
|
|||
Restructuring expenses
|
|
—
|
|
|
—
|
|
|
818
|
|
|||
Total other expenses
|
|
93,281
|
|
|
83,158
|
|
|
102,535
|
|
|||
|
|
|
|
|
|
|
||||||
Pretax operating loss
|
|
$
|
(13,394
|
)
|
|
$
|
(180,339
|
)
|
|
$
|
(59,200
|
)
|
*
|
Consistent with our segment reporting presentation in Note 22 of the Notes to Consolidated Financial Statements in Item 8, we have combined the lower of cost or fair value adjustments recorded on the dates the real estate loans were transferred to finance receivables held for sale with the final gain (loss) on the sales of these loans.
|
(a)
|
The loss ratio in 2014 reflects $2.2 million of recoveries on charged-off real estate loans resulting from a sale of previously charged-off real estate loans in March 2014, net of a $0.2 million reserve for subsequent buybacks. Excluding these recoveries, our Real Estate loss ratio would have been 2.14% in 2014.
|
(b)
|
The loss ratio in 2013 reflects $9.1 million of recoveries on charged-off real estate loans resulting from a sale of our charged-off finance receivables in June 2013, net of a $0.8 million adjustment for the subsequent buyback of certain real estate loans. Excluding these recoveries, our Real Estate loss ratio would have been 2.30% in 2013.
|
*
|
Salaries and benefits in 2013 include $146.0 million of share-based compensation expense due to the grant of RSUs to certain of our executives and employees in the second half of 2013, which is not considered pertinent in determining segment performance.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real Estate Loans
|
|
Retail Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
60-89 days past due
|
|
$
|
37,322
|
|
|
$
|
30,680
|
|
|
$
|
12,039
|
|
|
$
|
543
|
|
|
$
|
80,584
|
|
90-119 days past due
|
|
29,725
|
|
|
18,988
|
|
|
9,039
|
|
|
471
|
|
|
58,223
|
|
|||||
120-149 days past due
|
|
24,509
|
|
|
15,689
|
|
|
5,516
|
|
|
501
|
|
|
46,215
|
|
|||||
150-179 days past due
|
|
20,798
|
|
|
14,172
|
|
|
3,573
|
|
|
308
|
|
|
38,851
|
|
|||||
180 days or more past due
|
|
1,697
|
|
|
2,248
|
|
|
12,034
|
|
|
25
|
|
|
16,004
|
|
|||||
Total delinquent finance receivables
|
|
114,051
|
|
|
81,777
|
|
|
42,201
|
|
|
1,848
|
|
|
239,877
|
|
|||||
Current
|
|
3,661,034
|
|
|
1,839,595
|
|
|
564,961
|
|
|
44,846
|
|
|
6,110,436
|
|
|||||
30-59 days past due
|
|
56,087
|
|
|
57,818
|
|
|
18,173
|
|
|
1,011
|
|
|
133,089
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
60-89 days past due
|
|
$
|
28,504
|
|
|
$
|
60,669
|
|
|
$
|
97,567
|
|
|
$
|
1,290
|
|
|
$
|
188,030
|
|
90-119 days past due
|
|
22,804
|
|
|
47,689
|
|
|
68,190
|
|
|
1,017
|
|
|
139,700
|
|
|||||
120-149 days past due
|
|
18,780
|
|
|
33,671
|
|
|
55,222
|
|
|
757
|
|
|
108,430
|
|
|||||
150-179 days past due
|
|
14,689
|
|
|
26,828
|
|
|
45,158
|
|
|
740
|
|
|
87,415
|
|
|||||
180 days or more past due
|
|
938
|
|
|
3,579
|
|
|
356,766
|
|
|
173
|
|
|
361,456
|
|
|||||
Total delinquent finance receivables
|
|
85,715
|
|
|
172,436
|
|
|
622,903
|
|
|
3,977
|
|
|
885,031
|
|
|||||
Current
|
|
3,038,307
|
|
|
2,232,965
|
|
|
7,183,437
|
|
|
92,093
|
|
|
12,546,802
|
|
|||||
30-59 days past due
|
|
47,682
|
|
|
99,948
|
|
|
176,009
|
|
|
2,841
|
|
|
326,480
|
|
|||||
Total
|
|
$
|
3,171,704
|
|
|
$
|
2,505,349
|
|
|
$
|
7,982,349
|
|
|
$
|
98,911
|
|
|
$
|
13,758,313
|
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a)
|
|
$
|
22,036
|
|
|
$
|
9,905
|
|
|
$
|
196,366
|
|
|
$
|
228,307
|
|
Allowance for TDR finance receivable losses
|
|
$
|
1,523
|
|
|
$
|
2,673
|
|
|
$
|
31,869
|
|
|
$
|
36,065
|
|
Allowance as a percentage of TDR net finance receivables (b)
|
|
6.91
|
%
|
|
26.99
|
%
|
|
16.23
|
%
|
|
15.80
|
%
|
||||
Number of TDR accounts
|
|
8,075
|
|
|
1,159
|
|
|
3,463
|
|
|
12,697
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables
|
|
$
|
14,718
|
|
|
$
|
—
|
|
|
$
|
1,380,223
|
|
|
$
|
1,394,941
|
|
Allowance for TDR finance receivable losses
|
|
$
|
923
|
|
|
$
|
—
|
|
|
$
|
176,455
|
|
|
$
|
177,378
|
|
Allowance as a percentage of TDR net finance receivables
|
|
6.27
|
%
|
|
—
|
%
|
|
12.78
|
%
|
|
12.78
|
%
|
||||
Number of TDR accounts
|
|
5,885
|
|
|
—
|
|
|
14,609
|
|
|
20,494
|
|
(a)
|
TDR real estate loan net finance receivables at December 31, 2014 include
$91.1 million
of TDR finance receivables held for sale.
|
(b)
|
Real estate loan allowance ratio at December 31, 2014 reflects the higher proportion of real estate loans secured by second mortgages as a result of the real estate loan sales during 2014.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a) (b)
|
|
$
|
499
|
|
|
$
|
566
|
|
|
$
|
33,349
|
|
|
$
|
34,414
|
|
Number of TDR accounts (b)
|
|
141
|
|
|
53
|
|
|
524
|
|
|
718
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a)
|
|
$
|
1,294
|
|
|
$
|
—
|
|
|
$
|
68,901
|
|
|
$
|
70,195
|
|
Number of TDR accounts
|
|
355
|
|
|
—
|
|
|
929
|
|
|
1,284
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a)
|
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
66,096
|
|
|
$
|
67,250
|
|
Number of TDR accounts
|
|
438
|
|
|
—
|
|
|
594
|
|
|
1,032
|
|
(a)
|
Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.
|
(b)
|
TDR real estate loan net finance receivables for 2014 that defaulted during the previous 12 month period include
49
TDR accounts that were held for sale totaling
$2.7 million
.
|
•
|
our inability to grow or maintain our personal loan portfolio with adequate profitability;
|
•
|
the effect of federal, state and local laws, regulations, or regulatory policies and practices;
|
•
|
the liquidation and related losses within our remaining real estate portfolio could result in reduced cash receipts;
|
•
|
our ability to finance the Proposed Acquisition;
|
•
|
potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans; and
|
•
|
the potential for disruptions in the debt and equity markets.
|
•
|
maintaining disciplined underwriting standards and pricing for loans we originate or purchase and managing purchases of finance receivables;
|
•
|
pursuing additional debt financings (including new securitizations and new unsecured debt issuances, debt refinancing transactions and standby funding facilities), or a combination of the foregoing;
|
•
|
purchasing portions of our outstanding indebtedness through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine; and
|
•
|
obtaining secured revolving credit facilities to allow us to use excess cash to pay down higher cost debt.
|
(dollars in thousands)
|
|
Initial Note
Amounts
Issued (a)
|
|
Initial
Collateral
Balance (b)
|
|
Current
Note
Amounts
Outstanding
|
|
Current
Collateral
Balance (b)
|
|
Current
Weighted
Average
Interest Rate
|
|
Collateral
Type
|
|
Revolving
Period
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consumer Securitizations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SLFMT 2013-A
|
|
$
|
567,880
|
|
|
$
|
662,247
|
|
|
$
|
567,880
|
|
|
$
|
662,252
|
|
|
2.75
|
%
|
|
Personal loans
|
|
2 years
|
SLFMT 2013-B
|
|
370,170
|
|
|
441,989
|
|
|
370,170
|
|
|
441,996
|
|
|
3.99
|
%
|
|
Personal loans
|
|
3 years
|
||||
SLFMT 2014-A
|
|
559,260
|
|
|
644,331
|
|
|
559,260
|
|
|
644,336
|
|
|
2.55
|
%
|
|
Personal loans
|
|
2 years
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total consumer securitizations
|
|
1,497,310
|
|
|
1,748,567
|
|
|
1,497,310
|
|
|
1,748,584
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SpringCastle Securitization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SCFT 2014-A
|
|
2,559,290
|
|
|
2,737,242
|
|
|
2,411,796
|
|
|
2,589,748
|
|
|
3.78
|
%
|
|
Personal and junior mortgage loans
|
|
N/A (c)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total secured structured financings
|
|
$
|
4,056,600
|
|
|
$
|
4,485,809
|
|
|
$
|
3,909,106
|
|
|
$
|
4,338,332
|
|
|
|
|
|
|
|
(a)
|
Represents securities sold at time of issuance or at a later date and does not include retained notes.
|
(b)
|
Represents UPB of the collateral supporting the issued and retained notes.
|
(c)
|
Not applicable.
|
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
Weighted average interest rate
|
|
5.35
|
%
|
|
5.48
|
%
|
|
6.03
|
%
|
(dollars in thousands)
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
2020+
|
|
Securitizations (a)
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal maturities on long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securitization debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,597,310
|
|
|
$
|
1,597,310
|
|
SpringCastle Portfolio
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,049,286
|
|
|
2,049,286
|
|
||||||
Retail notes
|
|
47,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,211
|
|
||||||
Medium-term notes (b)
|
|
750,000
|
|
|
2,277,321
|
|
|
700,000
|
|
|
1,250,000
|
|
|
—
|
|
|
4,977,321
|
|
||||||
Junior subordinated debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
350,000
|
|
||||||
Total principal maturities
|
|
797,211
|
|
|
2,277,321
|
|
|
700,000
|
|
|
1,600,000
|
|
|
3,646,596
|
|
|
9,021,128
|
|
||||||
Interest payments on debt (c)
|
|
345,188
|
|
|
578,455
|
|
|
273,789
|
|
|
538,671
|
|
|
403,581
|
|
|
2,139,684
|
|
||||||
Operating leases (d)
|
|
27,642
|
|
|
39,480
|
|
|
17,514
|
|
|
4,409
|
|
|
—
|
|
|
89,045
|
|
||||||
Total
|
|
$
|
1,170,041
|
|
|
$
|
2,895,256
|
|
|
$
|
991,303
|
|
|
$
|
2,143,080
|
|
|
$
|
4,050,177
|
|
|
$
|
11,249,857
|
|
(a)
|
On-balance sheet securitizations are not included in maturities by period due to their variable monthly payments.
|
(b)
|
Medium term notes included
$700 million
aggregate principal amount of
5.25%
Senior Notes due 2019, which were issued in December 2014, and reflects the related repurchases of
$459 million
aggregate principal amount of medium term notes due 2017, as discussed in Note 10 of the Notes to Consolidated Financial Statements in Item 8.
|
(c)
|
Future interest payments on floating-rate debt are estimated based upon floating rates in effect at December 31, 2014.
|
(d)
|
Operating leases include annual rental commitments for leased office space, automobiles, and information technology and related equipment.
|
•
|
allowance for finance receivable losses;
|
•
|
purchased credit impaired finance receivables;
|
•
|
TDR finance receivables; and
|
•
|
fair value measurements.
|
Average debt
|
average of debt for each day in the period
|
Average net receivables
|
average of net finance receivables at the beginning and end of each month in the period
|
Charge-off ratio
|
annualized net charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period
|
Delinquency ratio
|
UPB 60 days or more past due (greater than three payments unpaid) as a percentage of UPB
|
Gross charge-off ratio
|
annualized gross charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period
|
Trust Preferred Securities
|
capital securities classified as debt for accounting purposes but due to their terms are afforded, at least in part, equity capital treatment in the calculation of effective leverage by rating agencies
|
Loss ratio
|
annualized net charge-offs, net writedowns on real estate owned, net gain (loss) on sales of real estate owned, and operating expenses related to real estate owned as a percentage of the average of real estate loans at the beginning of each month in the period
|
Net interest income
|
interest income less interest expense
|
Recovery ratio
|
annualized recoveries on net charge-offs as a percentage of the average of net finance receivables at the beginning of each month in the period
|
Tangible equity
|
total equity less accumulated other comprehensive income or loss
|
Weighted average interest rate
|
annualized interest expense as a percentage of average debt
|
Yield
|
annualized finance charges as a percentage of average net receivables
|
December 31,
|
|
2014
|
|
2013
|
||||||||||||
(dollars in thousands)
|
|
+100 bp
|
|
-100 bp
|
|
+100 bp
|
|
-100 bp
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Net finance receivables, less allowance for finance receivable losses (a)
|
|
$
|
(146,255
|
)
|
|
$
|
152,692
|
|
|
$
|
(483,071
|
)
|
|
$
|
525,371
|
|
Finance receivables held for sale
|
|
(11,806
|
)
|
|
13,798
|
|
|
—
|
|
|
—
|
|
||||
Fixed-maturity investment securities
|
|
(40,885
|
)
|
|
40,058
|
|
|
(28,509
|
)
|
|
28,589
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt (b)
|
|
$
|
(253,097
|
)
|
|
$
|
265,891
|
|
|
$
|
(345,778
|
)
|
|
$
|
252,888
|
|
(a)
|
The decrease in +100 and -100 basis points market risk exposure on net finance receivables, less allowance for finance receivable losses at December 31, 2014 when compared to December 31, 2013 reflected the transfers of real estate loans, which generally are more sensitive to changes in interest rates, to finance receivables held for sale and the subsequent sales of nearly all of these real estate loans during 2014.
|
(b)
|
We have employed a new model to estimate the increase (decrease) in the fair value of our long-term debt at December 31, 2014. This model utilizes a treasury rate for each debt security. Using the new model, the +100 basis points and -100 basis points market risk exposure on long-term debt at December 31, 2013 would have been $(390.1) million and $381.6 million, respectively. Using this comparable basis, the decrease in +100 and -100 basis points market risk exposure on long-term debt at December 31, 2014 when compared to December 31, 2013 reflected the elimination of debt associated with our mortgage securitizations, which generally are more susceptible to price fluctuations.
|
Topic
|
|
Page
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
Note 22
.
|
|
||
|
|||
|
|||
|
|||
|
(dollars in thousands)
|
|
|
|
|
||||
December 31,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
878,826
|
|
|
$
|
431,409
|
|
Investment securities
|
|
2,934,749
|
|
|
582,090
|
|
||
Net finance receivables:
|
|
|
|
|
||||
Personal loans (includes loans of consolidated VIEs of $1.9 billion in 2014 and $1.6 billion in 2013)
|
|
3,831,172
|
|
|
3,171,704
|
|
||
SpringCastle Portfolio (includes loans of consolidated VIEs of $2.0 billion in 2014 and $2.5 billion in 2013)
|
|
1,979,190
|
|
|
2,505,349
|
|
||
Real estate loans (includes loans of consolidated VIEs of $0 in 2014 and $5.7 billion in 2013)
|
|
625,335
|
|
|
7,982,349
|
|
||
Retail sales finance
|
|
47,705
|
|
|
98,911
|
|
||
Net finance receivables
|
|
6,483,402
|
|
|
13,758,313
|
|
||
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $71.7 million in 2014 and $153.7 million in 2013)
|
|
(175,749
|
)
|
|
(333,325
|
)
|
||
Net finance receivables, less allowance for finance receivable losses
|
|
6,307,653
|
|
|
13,424,988
|
|
||
Finance receivables held for sale
|
|
204,967
|
|
|
—
|
|
||
Restricted cash and cash equivalents (includes restricted cash and cash equivalents of consolidated VIEs of $210.3 million in 2014 and $522.8 million in 2013)
|
|
217,975
|
|
|
536,005
|
|
||
Other assets
|
|
513,694
|
|
|
428,194
|
|
||
|
|
|
|
|
||||
Total assets
|
|
$
|
11,057,864
|
|
|
$
|
15,402,686
|
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
|
|
|
|
|
||||
Long-term debt (includes debt of consolidated VIEs of $3.6 billion in 2014 and $7.3 billion in 2013)
|
|
$
|
8,384,910
|
|
|
$
|
12,769,036
|
|
Insurance claims and policyholder liabilities
|
|
445,553
|
|
|
394,168
|
|
||
Deferred and accrued taxes
|
|
152,156
|
|
|
145,520
|
|
||
Other liabilities
|
|
238,283
|
|
|
207,334
|
|
||
Total liabilities
|
|
9,220,902
|
|
|
13,516,058
|
|
||
Commitments and contingent liabilities (Note 19)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, par value $.01 per share; 2,000,000,000 shares authorized, 114,832,895 shares issued and outstanding at December 31, 2014 and 2013
|
|
1,148
|
|
|
1,148
|
|
||
Additional paid-in capital
|
|
529,569
|
|
|
524,087
|
|
||
Accumulated other comprehensive income
|
|
3,226
|
|
|
28,095
|
|
||
Retained earnings
|
|
1,491,326
|
|
|
986,690
|
|
||
Springleaf Holdings, Inc. shareholders’ equity
|
|
2,025,269
|
|
|
1,540,020
|
|
||
Non-controlling interests
|
|
(188,307
|
)
|
|
346,608
|
|
||
Total shareholders’ equity
|
|
1,836,962
|
|
|
1,886,628
|
|
||
|
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
|
$
|
11,057,864
|
|
|
$
|
15,402,686
|
|
(dollars in thousands except
|
|
|
|
|
|
|
||||||
earnings (loss) per share)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Finance charges
|
|
$
|
1,920,513
|
|
|
$
|
2,153,745
|
|
|
$
|
1,712,073
|
|
Finance receivables held for sale originated as held for investment
|
|
61,265
|
|
|
333
|
|
|
2,740
|
|
|||
Total interest income
|
|
1,981,778
|
|
|
2,154,078
|
|
|
1,714,813
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
734,022
|
|
|
919,749
|
|
|
1,075,205
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income
|
|
1,247,756
|
|
|
1,234,329
|
|
|
639,608
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for finance receivable losses
|
|
474,147
|
|
|
527,661
|
|
|
341,578
|
|
|||
|
|
|
|
|
|
|
||||||
Net interest income after provision for finance receivable losses
|
|
773,609
|
|
|
706,668
|
|
|
298,030
|
|
|||
|
|
|
|
|
|
|
||||||
Other revenues:
|
|
|
|
|
|
|
||||||
Insurance
|
|
166,459
|
|
|
148,179
|
|
|
126,423
|
|
|||
Investment
|
|
39,127
|
|
|
35,132
|
|
|
35,896
|
|
|||
Net loss on repurchases and repayments of debt
|
|
(66,175
|
)
|
|
(41,716
|
)
|
|
(15,542
|
)
|
|||
Net gain (loss) on fair value adjustments on debt
|
|
(15,033
|
)
|
|
6,055
|
|
|
(2,992
|
)
|
|||
Net gain on sales of real estate loans and related trust assets
|
|
726,322
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(18,374
|
)
|
|
5,410
|
|
|
(46,442
|
)
|
|||
Total other revenues
|
|
832,326
|
|
|
153,060
|
|
|
97,343
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses:
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
359,818
|
|
|
463,920
|
|
|
320,164
|
|
|||
Other operating expenses
|
|
265,990
|
|
|
253,372
|
|
|
296,395
|
|
|||
Restructuring expenses
|
|
—
|
|
|
—
|
|
|
23,503
|
|
|||
Insurance losses and loss adjustment expenses
|
|
75,631
|
|
|
64,879
|
|
|
60,679
|
|
|||
Total other expenses
|
|
701,439
|
|
|
782,171
|
|
|
700,741
|
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) before provision for (benefit from) income taxes
|
|
904,496
|
|
|
77,557
|
|
|
(305,368
|
)
|
|||
|
|
|
|
|
|
|
||||||
Provision for (benefit from) income taxes
|
|
297,046
|
|
|
(16,185
|
)
|
|
(87,671
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
607,450
|
|
|
93,742
|
|
|
(217,697
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to non-controlling interests
|
|
102,814
|
|
|
113,043
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
504,636
|
|
|
$
|
(19,301
|
)
|
|
$
|
(217,697
|
)
|
|
|
|
|
|
|
|
||||||
Share Data:
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
114,791,225
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Diluted
|
|
115,265,123
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.40
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
Diluted
|
|
$
|
4.38
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
607,450
|
|
|
$
|
93,742
|
|
|
$
|
(217,697
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on:
|
|
|
|
|
|
|
||||||
Investment securities with other-than-temporary impairments
|
|
(368
|
)
|
|
(78
|
)
|
|
475
|
|
|||
All other investment securities
|
|
19,585
|
|
|
(12,156
|
)
|
|
13,300
|
|
|||
Cash flow hedges
|
|
—
|
|
|
—
|
|
|
(16,987
|
)
|
|||
Retirement plan liabilities adjustments
|
|
(49,740
|
)
|
|
17,731
|
|
|
67,019
|
|
|||
Foreign currency translation adjustments
|
|
800
|
|
|
(547
|
)
|
|
3,975
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax effect:
|
|
|
|
|
|
|
||||||
Net unrealized (gains) losses on:
|
|
|
|
|
|
|
||||||
Investment securities with other-than-temporary impairments
|
|
129
|
|
|
27
|
|
|
(166
|
)
|
|||
All other investment securities
|
|
(6,851
|
)
|
|
4,260
|
|
|
(4,661
|
)
|
|||
Cash flow hedges
|
|
—
|
|
|
—
|
|
|
5,945
|
|
|||
Retirement plan liabilities adjustments
|
|
16,646
|
|
|
(5,698
|
)
|
|
(23,678
|
)
|
|||
Other comprehensive income (loss), net of tax, before reclassification adjustments
|
|
(19,799
|
)
|
|
3,539
|
|
|
45,222
|
|
|||
|
|
|
|
|
|
|
||||||
Reclassification adjustments included in net income (loss):
|
|
|
|
|
|
|
||||||
Net realized (gains) losses on investment securities
|
|
(7,800
|
)
|
|
(2,788
|
)
|
|
2,507
|
|
|||
Cash flow hedges
|
|
—
|
|
|
(160
|
)
|
|
10,504
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax effect:
|
|
|
|
|
|
|
||||||
Net realized gains (losses) on investment securities
|
|
2,730
|
|
|
976
|
|
|
(877
|
)
|
|||
Cash flow hedges
|
|
—
|
|
|
56
|
|
|
(3,676
|
)
|
|||
Reclassification adjustments included in net income (loss), net of tax
|
|
(5,070
|
)
|
|
(1,916
|
)
|
|
8,458
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(24,869
|
)
|
|
1,623
|
|
|
53,680
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
582,581
|
|
|
95,365
|
|
|
(164,017
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to non-controlling interests
|
|
102,814
|
|
|
113,043
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
479,767
|
|
|
$
|
(17,678
|
)
|
|
$
|
(164,017
|
)
|
|
|
Springleaf Holdings, Inc. Shareholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
(dollars in thousands)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Springleaf Holdings, Inc. Shareholders’ Equity
|
|
Non-controlling Interests
|
|
Total Shareholders’ Equity
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2014
|
|
$
|
1,148
|
|
|
$
|
524,087
|
|
|
$
|
28,095
|
|
|
$
|
986,690
|
|
|
$
|
1,540,020
|
|
|
$
|
346,608
|
|
|
$
|
1,886,628
|
|
Share-based compensation expense, net of forfeitures
|
|
—
|
|
|
5,742
|
|
|
—
|
|
|
—
|
|
|
5,742
|
|
|
—
|
|
|
5,742
|
|
|||||||
Excess tax benefit from share-based compensation
|
|
—
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
276
|
|
|||||||
Withholding tax on vested RSUs
|
|
—
|
|
|
(536
|
)
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
|
—
|
|
|
(536
|
)
|
|||||||
Change in non-controlling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Distributions declared to joint venture partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637,729
|
)
|
|
(637,729
|
)
|
|||||||
Change in net unrealized gains:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities
|
|
—
|
|
|
—
|
|
|
7,425
|
|
|
—
|
|
|
7,425
|
|
|
—
|
|
|
7,425
|
|
|||||||
Retirement plan liabilities adjustments
|
|
—
|
|
|
—
|
|
|
(33,094
|
)
|
|
—
|
|
|
(33,094
|
)
|
|
—
|
|
|
(33,094
|
)
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
504,636
|
|
|
504,636
|
|
|
102,814
|
|
|
607,450
|
|
|||||||
Balance, December 31, 2014
|
|
$
|
1,148
|
|
|
$
|
529,569
|
|
|
$
|
3,226
|
|
|
$
|
1,491,326
|
|
|
$
|
2,025,269
|
|
|
$
|
(188,307
|
)
|
|
$
|
1,836,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2013
|
|
$
|
1,000
|
|
|
$
|
147,459
|
|
|
$
|
26,472
|
|
|
$
|
1,005,991
|
|
|
$
|
1,180,922
|
|
|
$
|
—
|
|
|
$
|
1,180,922
|
|
Sale of common stock
|
|
148
|
|
|
251,256
|
|
|
—
|
|
|
—
|
|
|
251,404
|
|
|
—
|
|
|
251,404
|
|
|||||||
Share-based compensation expense, net of forfeitures
|
|
—
|
|
|
145,988
|
|
|
—
|
|
|
—
|
|
|
145,988
|
|
|
—
|
|
|
145,988
|
|
|||||||
Underwriting discount and offering expenses
|
|
—
|
|
|
(20,616
|
)
|
|
—
|
|
|
—
|
|
|
(20,616
|
)
|
|
—
|
|
|
(20,616
|
)
|
|||||||
Changes in non-controlling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Contributions from joint venture partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438,081
|
|
|
438,081
|
|
|||||||
Distributions declared to joint venture partners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204,516
|
)
|
|
(204,516
|
)
|
|||||||
Change in net unrealized losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities
|
|
—
|
|
|
—
|
|
|
(9,759
|
)
|
|
—
|
|
|
(9,759
|
)
|
|
—
|
|
|
(9,759
|
)
|
|||||||
Cash flow hedges
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
|||||||
Retirement plan liabilities adjustments
|
|
—
|
|
|
—
|
|
|
12,033
|
|
|
—
|
|
|
12,033
|
|
|
—
|
|
|
12,033
|
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
—
|
|
|
(547
|
)
|
|
—
|
|
|
(547
|
)
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,301
|
)
|
|
(19,301
|
)
|
|
113,043
|
|
|
93,742
|
|
|||||||
Balance, December 31, 2013
|
|
$
|
1,148
|
|
|
$
|
524,087
|
|
|
$
|
28,095
|
|
|
$
|
986,690
|
|
|
$
|
1,540,020
|
|
|
$
|
346,608
|
|
|
$
|
1,886,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2012
|
|
$
|
1,000
|
|
|
$
|
147,459
|
|
|
$
|
(27,208
|
)
|
|
$
|
1,223,688
|
|
|
$
|
1,344,939
|
|
|
$
|
—
|
|
|
$
|
1,344,939
|
|
Change in net unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities
|
|
—
|
|
|
—
|
|
|
10,578
|
|
|
—
|
|
|
10,578
|
|
|
—
|
|
|
10,578
|
|
|||||||
Cash flow hedges
|
|
—
|
|
|
—
|
|
|
(4,214
|
)
|
|
—
|
|
|
(4,214
|
)
|
|
—
|
|
|
(4,214
|
)
|
|||||||
Retirement plan liabilities adjustments
|
|
—
|
|
|
—
|
|
|
43,341
|
|
|
—
|
|
|
43,341
|
|
|
—
|
|
|
43,341
|
|
|||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
3,975
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217,697
|
)
|
|
(217,697
|
)
|
|
—
|
|
|
(217,697
|
)
|
|||||||
Balance, December 31, 2012
|
|
$
|
1,000
|
|
|
$
|
147,459
|
|
|
$
|
26,472
|
|
|
$
|
1,005,991
|
|
|
$
|
1,180,922
|
|
|
$
|
—
|
|
|
$
|
1,180,922
|
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
607,450
|
|
|
$
|
93,742
|
|
|
$
|
(217,697
|
)
|
Reconciling adjustments:
|
|
|
|
|
|
|
||||||
Provision for finance receivable losses
|
|
474,147
|
|
|
527,661
|
|
|
341,578
|
|
|||
Depreciation and amortization
|
|
34,666
|
|
|
(55,148
|
)
|
|
165,220
|
|
|||
Deferred income tax charge (benefit)
|
|
20,114
|
|
|
(118,839
|
)
|
|
(167,649
|
)
|
|||
Net loss (gain) on fair value adjustments on debt
|
|
15,033
|
|
|
(6,055
|
)
|
|
2,992
|
|
|||
Net gain on sales of real estate loans and related trust assets
|
|
(726,322
|
)
|
|
—
|
|
|
—
|
|
|||
Net charge-offs on finance receivables held for sale
|
|
9,714
|
|
|
—
|
|
|
—
|
|
|||
Writedowns on assets resulting from restructuring
|
|
—
|
|
|
—
|
|
|
5,046
|
|
|||
Impairments of Ocean Finance and Mortgages Limited assets
|
|
—
|
|
|
—
|
|
|
8,342
|
|
|||
Net gain on sales of finance receivables
|
|
—
|
|
|
—
|
|
|
(5,908
|
)
|
|||
Net loss on repurchases and repayments of debt
|
|
66,175
|
|
|
41,716
|
|
|
15,542
|
|
|||
Share-based compensation expense, net of forfeitures
|
|
5,742
|
|
|
145,988
|
|
|
—
|
|
|||
Other
|
|
198
|
|
|
18,667
|
|
|
60,403
|
|
|||
Cash flows due to changes in:
|
|
|
|
|
|
|
||||||
Other assets and other liabilities
|
|
(30,590
|
)
|
|
16,011
|
|
|
22,689
|
|
|||
Insurance claims and policyholder liabilities
|
|
51,385
|
|
|
28,930
|
|
|
10,367
|
|
|||
Taxes receivable and payable
|
|
(98,168
|
)
|
|
(9,896
|
)
|
|
58,634
|
|
|||
Accrued interest and finance charges
|
|
(35,842
|
)
|
|
(42,315
|
)
|
|
(30,302
|
)
|
|||
Restricted cash and cash equivalents not reinvested
|
|
5,615
|
|
|
35,597
|
|
|
(40,967
|
)
|
|||
Other, net
|
|
978
|
|
|
(808
|
)
|
|
(174
|
)
|
|||
Net cash provided by operating activities
|
|
400,295
|
|
|
675,251
|
|
|
228,116
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Finance receivables originated or purchased, net of deferred origination costs
|
|
(2,611,681
|
)
|
|
(2,302,161
|
)
|
|
(1,701,400
|
)
|
|||
Principal collections on finance receivables
|
|
2,827,105
|
|
|
3,152,767
|
|
|
2,649,404
|
|
|||
Purchase of SpringCastle Portfolio
|
|
—
|
|
|
(2,963,547
|
)
|
|
—
|
|
|||
Sales and principal collections on finance receivables held for sale originated as held for investment
|
|
3,798,587
|
|
|
15,480
|
|
|
181,561
|
|
|||
Available-for-sale investment securities purchased
|
|
(351,026
|
)
|
|
(554,846
|
)
|
|
(1,052,312
|
)
|
|||
Trading investment securities purchased
|
|
(2,978,366
|
)
|
|
(10,034
|
)
|
|
(743
|
)
|
|||
Available-for-sale investment securities called, sold, and matured
|
|
291,212
|
|
|
846,576
|
|
|
1,210,870
|
|
|||
Trading investment securities called, sold, and matured
|
|
687,246
|
|
|
8,421
|
|
|
6,064
|
|
|||
Change in restricted cash and cash equivalents
|
|
111,753
|
|
|
(413,758
|
)
|
|
(50,564
|
)
|
|||
Proceeds from sale of real estate owned
|
|
58,783
|
|
|
108,718
|
|
|
181,996
|
|
|||
Other, net
|
|
(13,185
|
)
|
|
(10,758
|
)
|
|
(117
|
)
|
|||
Net cash (used for) provided by investing activities
|
|
1,820,428
|
|
|
(2,123,142
|
)
|
|
1,424,759
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net of commissions
|
|
3,557,129
|
|
|
6,296,061
|
|
|
2,263,317
|
|
|||
Excess tax benefit from share-based compensation
|
|
276
|
|
|
—
|
|
|
—
|
|
|||
Repurchases and repayments of long-term debt
|
|
(4,691,886
|
)
|
|
(6,434,786
|
)
|
|
(3,054,379
|
)
|
|||
Contributions from joint venture partners
|
|
—
|
|
|
438,081
|
|
|
—
|
|
|||
Distributions to joint venture partners
|
|
(637,729
|
)
|
|
(204,516
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of offering costs
|
|
—
|
|
|
230,788
|
|
|
—
|
|
|||
Net cash (used for ) provided by financing activities
|
|
(1,772,210
|
)
|
|
325,628
|
|
|
(791,062
|
)
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,096
|
)
|
|
(676
|
)
|
|
2,949
|
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
447,417
|
|
|
(1,122,939
|
)
|
|
864,762
|
|
|||
Cash and cash equivalents at beginning of period
|
|
431,409
|
|
|
1,554,348
|
|
|
689,586
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
878,826
|
|
|
$
|
431,409
|
|
|
$
|
1,554,348
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
541,089
|
|
|
$
|
724,208
|
|
|
$
|
845,272
|
|
Income taxes paid
|
|
375,208
|
|
|
112,536
|
|
|
18,642
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental non-cash activities
|
|
|
|
|
|
|
||||||
Transfer of finance receivables to real estate owned
|
|
$
|
49,294
|
|
|
$
|
93,416
|
|
|
$
|
181,380
|
|
Transfer of finance receivables held for investment to finance receivables held for sale (prior to deducting allowance for finance receivable losses)
|
|
6,901,755
|
|
|
18,005
|
|
|
182,208
|
|
|||
Transfer of finance receivables held for sale to finance receivables held for investment
|
|
—
|
|
|
—
|
|
|
1,353
|
|
|||
Unsettled investment security purchases and sales
|
|
(6,667
|
)
|
|
—
|
|
|
—
|
|
•
|
Consumer and Insurance;
|
•
|
Acquisitions and Servicing; and
|
•
|
Real Estate.
|
•
|
Consumer and Insurance
— We originate and service personal loans (secured and unsecured) through
two
business divisions: branch operations and centralized operations and offer credit insurance (life insurance, accident and health insurance, and involuntary unemployment insurance), non-credit insurance, and ancillary products, such as warranty protection. Branch operations primarily conduct business in
26
states, which are our core operating states. Our centralized operations underwrite and process certain loan applications that we receive from our branch operations or through an internet portal. If the applicant is located near an existing branch (“in footprint”), our centralized operations make the credit decision regarding the application and then request, but do not require, the customer to visit a nearby branch for closing, funding and servicing. If the applicant is not located near a branch (“out of footprint”), our centralized operations originate the loan.
|
•
|
Acquisitions and Servicing
— On April 1, 2013, we acquired a consumer loan portfolio with an aggregate unpaid principal balance (“UPB”) of
$3.9 billion
(the “SpringCastle Portfolio”) through a joint venture in which we own a
47%
equity interest. The SpringCastle Portfolio consists of unsecured loans and loans secured by subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests) and includes both closed-end accounts and open-end lines of
|
•
|
Real Estate
— We service and hold real estate loans secured by first or second mortgages on residential real estate. Real estate loans previously originated through our branch offices or previously acquired or originated through centralized distribution channels are serviced by: (i) MorEquity, Inc. (“MorEquity”) a wholly owned subsidiary, and subserviced by Nationstar Mortgage LLC (“Nationstar”); (ii) Select Portfolio Servicing, Inc.; or (iii) our centralized operations. Investment funds managed by affiliates of Fortress indirectly own a majority interest in Nationstar.
|
•
|
prior finance receivable loss and delinquency experience;
|
•
|
the composition of our finance receivable portfolio; and
|
•
|
current economic conditions, including the levels of unemployment and personal bankruptcies.
|
•
|
we intend to sell the security;
|
•
|
it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis; or
|
•
|
we do not expect to recover the security’s entire amortized cost basis (even if we do not intend to sell the security).
|
•
|
the nature, frequency, and severity of current and cumulative financial reporting losses;
|
•
|
the timing of the reversal of our gross taxable temporary differences in an amount sufficient to provide benefit for our gross deductible temporary differences;
|
•
|
the carryforward periods for the net operating and capital loss carryforwards;
|
•
|
the sources and timing of future taxable income, giving greater weight to discrete sources and to earlier years in the forecast period; and
|
•
|
tax planning strategies that would be implemented, if necessary, to accelerate taxable amounts.
|
•
|
the derivative was no longer effective in offsetting changes in the cash flows or fair value of a hedged item;
|
•
|
we sold, terminated, or exercised the derivative and/or the hedged item or they expired; or
|
•
|
we changed our objectives or strategies and designating the derivative as a hedging instrument was no longer appropriate.
|
•
|
Personal loans —
are secured by consumer goods, automobiles, or other personal property or are unsecured, generally have maximum original terms of
four years
, and are usually fixed-rate, fixed-term loans. At
December 31, 2014
,
$1.9 billion
of personal loans, or
49%
, were secured by collateral consisting of titled personal property (such as automobiles),
$1.4 billion
, or
35%
, were secured by consumer household goods or other items of personal property, and the remainder was unsecured.
|
•
|
SpringCastle Portfolio —
are loans jointly acquired from HSBC Finance Corporation and certain of its affiliates (collectively, “HSBC”) on April 1, 2013 through a joint venture in which we own a
47%
equity interest. These loans include unsecured loans and loans secured by subordinate residential real estate mortgages (which we service as unsecured loans due to the fact that the liens are subordinated to superior ranking security interests). The SpringCastle Portfolio includes both closed-end accounts and open-end lines of credit. These loans are in a liquidating status and vary in substance and form from our originated loans.
|
•
|
Real estate loans —
are secured by first or second mortgages on residential real estate, generally have maximum original terms of
360 months
, and are considered non-conforming. At December 31, 2014,
$227.0 million
of real estate loans, or
36%
, were secured by first mortgages and
$398.4 million
, or
64%
, were secured by second mortgages. Real estate loans may be closed-end accounts or open-end home equity lines of credit and are primarily fixed-rate products.
|
•
|
Retail sales finance —
include retail sales contracts and revolving retail accounts. Retail sales contracts are closed-end accounts that represent a single purchase transaction. Revolving retail accounts are open-end accounts that can be used for financing repeated purchases from the same merchant. Retail sales contracts are secured by the personal property designated in the contract and generally have maximum original terms of
60 months
. Revolving retail accounts are secured by the goods purchased and generally require minimum monthly payments based on the amount financed calculated after the most recent purchase or outstanding balances. In January 2013, we ceased purchasing retail sales contracts and revolving retail accounts.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross receivables *
|
|
$
|
4,493,016
|
|
|
$
|
1,941,334
|
|
|
$
|
621,105
|
|
|
$
|
52,266
|
|
|
$
|
7,107,721
|
|
Unearned finance charges and points and fees
|
|
(764,974
|
)
|
|
—
|
|
|
(1,173
|
)
|
|
(4,965
|
)
|
|
(771,112
|
)
|
|||||
Accrued finance charges
|
|
58,571
|
|
|
37,856
|
|
|
5,328
|
|
|
404
|
|
|
102,159
|
|
|||||
Deferred origination costs
|
|
44,559
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
44,634
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross receivables *
|
|
$
|
3,644,030
|
|
|
$
|
2,457,951
|
|
|
$
|
7,940,500
|
|
|
$
|
108,457
|
|
|
$
|
14,150,938
|
|
Unearned finance charges and points and fees
|
|
(560,104
|
)
|
|
—
|
|
|
(1,115
|
)
|
|
(10,444
|
)
|
|
(571,663
|
)
|
|||||
Accrued finance charges
|
|
48,179
|
|
|
47,398
|
|
|
42,690
|
|
|
898
|
|
|
139,165
|
|
|||||
Deferred origination costs
|
|
39,599
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
39,873
|
|
|||||
Total
|
|
$
|
3,171,704
|
|
|
$
|
2,505,349
|
|
|
$
|
7,982,349
|
|
|
$
|
98,911
|
|
|
$
|
13,758,313
|
|
*
|
Gross receivables are defined as follows:
|
•
|
finance receivables purchased as a performing receivable
— gross finance receivables equal the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts; additionally, the remaining unearned discount, net of premium established at the time of purchase, is included in both interest bearing and precompute accounts to reflect the finance receivable balance at its fair value;
|
•
|
finance receivables originated subsequent to the Fortress Acquisition
— gross finance receivables equal the UPB for interest bearing accounts and the gross remaining contractual payments for precompute accounts; and
|
•
|
purchased credit impaired finance receivables
— gross finance receivables equal the remaining estimated cash flows less the current balance of accretable yield on the purchased credit impaired accounts.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
941,758
|
|
|
$
|
110,456
|
|
|
$
|
3,887
|
|
|
$
|
11,313
|
|
|
$
|
1,067,414
|
|
2016
|
|
1,253,387
|
|
|
150,021
|
|
|
8,014
|
|
|
13,089
|
|
|
1,424,511
|
|
|||||
2017
|
|
982,580
|
|
|
160,995
|
|
|
14,044
|
|
|
8,535
|
|
|
1,166,154
|
|
|||||
2018
|
|
504,671
|
|
|
173,872
|
|
|
17,049
|
|
|
4,880
|
|
|
700,472
|
|
|||||
2019
|
|
103,953
|
|
|
184,577
|
|
|
17,100
|
|
|
2,554
|
|
|
308,184
|
|
|||||
2020+
|
|
44,823
|
|
|
1,199,269
|
|
|
565,241
|
|
|
7,334
|
|
|
1,816,667
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
December 31,
|
|
2014
|
|
2013 *
|
||||||||||
(dollars in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
|
|
|
|
|
|
|
||||||
North Carolina
|
|
$
|
634,201
|
|
|
10
|
%
|
|
$
|
1,062,882
|
|
|
8
|
%
|
California
|
|
533,130
|
|
|
8
|
|
|
1,212,860
|
|
|
9
|
|
||
Illinois
|
|
411,751
|
|
|
6
|
|
|
703,637
|
|
|
5
|
|
||
Pennsylvania
|
|
388,048
|
|
|
6
|
|
|
708,075
|
|
|
5
|
|
||
Ohio
|
|
387,657
|
|
|
6
|
|
|
823,417
|
|
|
6
|
|
||
Virginia
|
|
348,644
|
|
|
5
|
|
|
766,309
|
|
|
6
|
|
||
Indiana
|
|
344,330
|
|
|
5
|
|
|
544,516
|
|
|
4
|
|
||
Florida
|
|
334,830
|
|
|
5
|
|
|
880,286
|
|
|
6
|
|
||
Other
|
|
3,100,811
|
|
|
49
|
|
|
7,056,331
|
|
|
51
|
|
||
Total
|
|
$
|
6,483,402
|
|
|
100
|
%
|
|
$
|
13,758,313
|
|
|
100
|
%
|
*
|
December 31, 2013
concentrations of net finance receivables are presented in the order of
December 31, 2014
state concentrations.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
60-89 days past due
|
|
$
|
37,322
|
|
|
$
|
30,680
|
|
|
$
|
12,039
|
|
|
$
|
543
|
|
|
$
|
80,584
|
|
90-119 days past due
|
|
29,725
|
|
|
18,988
|
|
|
9,039
|
|
|
471
|
|
|
58,223
|
|
|||||
120-149 days past due
|
|
24,509
|
|
|
15,689
|
|
|
5,516
|
|
|
501
|
|
|
46,215
|
|
|||||
150-179 days past due
|
|
20,798
|
|
|
14,172
|
|
|
3,573
|
|
|
308
|
|
|
38,851
|
|
|||||
180 days or more past due
|
|
1,697
|
|
|
2,248
|
|
|
12,034
|
|
|
25
|
|
|
16,004
|
|
|||||
Total delinquent finance receivables
|
|
114,051
|
|
|
81,777
|
|
|
42,201
|
|
|
1,848
|
|
|
239,877
|
|
|||||
Current
|
|
3,661,034
|
|
|
1,839,595
|
|
|
564,961
|
|
|
44,846
|
|
|
6,110,436
|
|
|||||
30-59 days past due
|
|
56,087
|
|
|
57,818
|
|
|
18,173
|
|
|
1,011
|
|
|
133,089
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
60-89 days past due
|
|
$
|
28,504
|
|
|
$
|
60,669
|
|
|
$
|
97,567
|
|
|
$
|
1,290
|
|
|
$
|
188,030
|
|
90-119 days past due
|
|
22,804
|
|
|
47,689
|
|
|
68,190
|
|
|
1,017
|
|
|
139,700
|
|
|||||
120-149 days past due
|
|
18,780
|
|
|
33,671
|
|
|
55,222
|
|
|
757
|
|
|
108,430
|
|
|||||
150-179 days past due
|
|
14,689
|
|
|
26,828
|
|
|
45,158
|
|
|
740
|
|
|
87,415
|
|
|||||
180 days or more past due
|
|
938
|
|
|
3,579
|
|
|
356,766
|
|
|
173
|
|
|
361,456
|
|
|||||
Total delinquent finance receivables
|
|
85,715
|
|
|
172,436
|
|
|
622,903
|
|
|
3,977
|
|
|
885,031
|
|
|||||
Current
|
|
3,038,307
|
|
|
2,232,965
|
|
|
7,183,437
|
|
|
92,093
|
|
|
12,546,802
|
|
|||||
30-59 days past due
|
|
47,682
|
|
|
99,948
|
|
|
176,009
|
|
|
2,841
|
|
|
326,480
|
|
|||||
Total
|
|
$
|
3,171,704
|
|
|
$
|
2,505,349
|
|
|
$
|
7,982,349
|
|
|
$
|
98,911
|
|
|
$
|
13,758,313
|
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performing
|
|
$
|
3,754,443
|
|
|
$
|
1,928,093
|
|
|
$
|
595,173
|
|
|
$
|
46,400
|
|
|
$
|
6,324,109
|
|
Nonperforming
|
|
76,729
|
|
|
51,097
|
|
|
30,162
|
|
|
1,305
|
|
|
159,293
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performing
|
|
$
|
3,114,493
|
|
|
$
|
2,393,582
|
|
|
$
|
7,457,013
|
|
|
$
|
96,224
|
|
|
$
|
13,061,312
|
|
Nonperforming
|
|
57,211
|
|
|
111,767
|
|
|
525,336
|
|
|
2,687
|
|
|
697,001
|
|
|||||
Total
|
|
$
|
3,171,704
|
|
|
$
|
2,505,349
|
|
|
$
|
7,982,349
|
|
|
$
|
98,911
|
|
|
$
|
13,758,313
|
|
(dollars in thousands)
|
|
SCP Loans
|
|
FA Loans
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Carrying amount, net of allowance (a)
|
|
$
|
339,795
|
|
|
$
|
92,794
|
|
|
$
|
432,589
|
|
Outstanding balance (b)
|
|
628,091
|
|
|
150,983
|
|
|
779,074
|
|
|||
Allowance for purchased credit impaired finance receivable losses
|
|
—
|
|
|
4,534
|
|
|
4,534
|
|
|||
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Carrying amount, net of allowance
|
|
$
|
530,326
|
|
|
$
|
1,257,047
|
|
|
$
|
1,787,373
|
|
Outstanding balance
|
|
851,211
|
|
|
1,791,882
|
|
|
2,643,093
|
|
|||
Allowance for purchased credit impaired finance receivable losses
|
|
—
|
|
|
57,334
|
|
|
57,334
|
|
(a)
|
The carrying amount of purchased credit impaired FA Loans at December 31, 2014 includes
$67.5 million
of purchased credit impaired finance receivables held for sale.
|
(b)
|
The outstanding balance of purchased credit impaired FA Loans at December 31, 2014 includes
$99.3 million
of purchased credit impaired finance receivables held for sale.
|
(dollars in thousands)
|
|
SCP Loans
|
|
FA Loans
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
325,201
|
|
|
$
|
771,491
|
|
|
$
|
1,096,692
|
|
Accretion (a)
|
|
(79,895
|
)
|
|
(80,359
|
)
|
|
(160,254
|
)
|
|||
Reclassifications from nonaccretable difference (b)
|
|
331,185
|
|
|
—
|
|
|
331,185
|
|
|||
Transfers due to finance receivables sold
|
|
—
|
|
|
(655,780
|
)
|
|
(655,780
|
)
|
|||
Disposals of finance receivables (c)
|
|
(35,670
|
)
|
|
(15,919
|
)
|
|
(51,589
|
)
|
|||
Balance at end of period
|
|
$
|
540,821
|
|
|
$
|
19,433
|
|
|
$
|
560,254
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
629,200
|
|
|
$
|
629,200
|
|
Additions
|
|
437,604
|
|
|
—
|
|
|
437,604
|
|
|||
Accretion
|
|
(76,681
|
)
|
|
(128,924
|
)
|
|
(205,605
|
)
|
|||
Reclassifications from nonaccretable difference (b)
|
|
—
|
|
|
304,575
|
|
|
304,575
|
|
|||
Disposals of finance receivables (c)
|
|
(35,722
|
)
|
|
(33,360
|
)
|
|
(69,082
|
)
|
|||
Balance at end of period
|
|
$
|
325,201
|
|
|
$
|
771,491
|
|
|
$
|
1,096,692
|
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
467,105
|
|
|
$
|
467,105
|
|
Accretion
|
|
—
|
|
|
(132,285
|
)
|
|
(132,285
|
)
|
|||
Reclassifications from nonaccretable difference (b)
|
|
—
|
|
|
321,048
|
|
|
321,048
|
|
|||
Disposals of finance receivables (c)
|
|
—
|
|
|
(26,668
|
)
|
|
(26,668
|
)
|
|||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
629,200
|
|
|
$
|
629,200
|
|
(a)
|
Accretion on our purchased credit impaired FA Loans for 2014 includes
$14.1 million
of accretion on purchased credit impaired finance receivables held for sale, which is reported as interest income on finance receivables held for sale originated as held for investment.
|
(b)
|
Reclassifications from nonaccretable difference represent the increases in accretion resulting from higher estimated undiscounted cash flows.
|
(c)
|
Disposals of finance receivables represent finance charges forfeited due to purchased credit impaired finance receivables charged-off during the period.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR gross finance receivables (a) (b)
|
|
$
|
22,457
|
|
|
$
|
11,107
|
|
|
$
|
195,602
|
|
|
$
|
229,166
|
|
TDR net finance receivables (c)
|
|
22,036
|
|
|
9,905
|
|
|
196,366
|
|
|
228,307
|
|
||||
Allowance for TDR finance receivable losses
|
|
1,523
|
|
|
2,673
|
|
|
31,869
|
|
|
36,065
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR gross finance receivables (a)
|
|
$
|
14,999
|
|
|
$
|
—
|
|
|
$
|
1,375,230
|
|
|
$
|
1,390,229
|
|
TDR net finance receivables
|
|
14,718
|
|
|
—
|
|
|
1,380,223
|
|
|
1,394,941
|
|
||||
Allowance for TDR finance receivable losses
|
|
923
|
|
|
—
|
|
|
176,455
|
|
|
177,378
|
|
(a)
|
As defined earlier in this Note.
|
(b)
|
TDR real estate loan gross finance receivables at December 31, 2014 include
$90.8 million
of TDR finance receivables held for sale.
|
(c)
|
TDR real estate loan net finance receivables at December 31, 2014 include
$91.1 million
of TDR finance receivables held for sale.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR average net receivables (a)
|
|
$
|
16,463
|
|
|
$
|
5,178
|
|
|
$
|
957,502
|
|
|
$
|
979,143
|
|
TDR finance charges recognized (b)
|
|
1,823
|
|
|
594
|
|
|
47,962
|
|
|
50,379
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR average net receivables
|
|
$
|
14,603
|
|
|
$
|
—
|
|
|
$
|
1,120,566
|
|
|
$
|
1,135,169
|
|
TDR finance charges recognized
|
|
1,228
|
|
|
—
|
|
|
63,063
|
|
|
64,291
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR average net receivables
|
|
$
|
13,261
|
|
|
$
|
—
|
|
|
$
|
572,671
|
|
|
$
|
585,932
|
|
TDR finance charges recognized
|
|
1,212
|
|
|
—
|
|
|
31,076
|
|
|
32,288
|
|
(a)
|
TDR real estate loan average net receivables for 2014 include
$250.2 million
of TDR average net receivables held for sale, which reflect a
five
-month average since the real estate loans were transferred to finance receivables held for sale on August 1, 2014.
|
(b)
|
TDR real estate loan finance charges recognized for 2014 include
$4.5 million
of interest income on TDR finance receivables held for sale.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Pre-modification TDR net finance receivables (a)
|
|
$
|
17,612
|
|
|
$
|
10,363
|
|
|
$
|
215,078
|
|
|
$
|
243,053
|
|
Post-modification TDR net finance receivables (a)
|
|
$
|
16,124
|
|
|
$
|
10,258
|
|
|
$
|
204,190
|
|
|
$
|
230,572
|
|
Number of TDR accounts (b)
|
|
4,213
|
|
|
1,155
|
|
|
2,385
|
|
|
7,753
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Pre-modification TDR net finance receivables
|
|
$
|
14,506
|
|
|
$
|
—
|
|
|
$
|
576,142
|
|
|
$
|
590,648
|
|
Post-modification TDR net finance receivables
|
|
$
|
12,388
|
|
|
$
|
—
|
|
|
$
|
605,174
|
|
|
$
|
617,562
|
|
Number of TDR accounts
|
|
3,240
|
|
|
—
|
|
|
7,106
|
|
|
10,346
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Pre-modification TDR net finance receivables
|
|
$
|
18,225
|
|
|
$
|
—
|
|
|
$
|
552,454
|
|
|
$
|
570,679
|
|
Post-modification TDR net finance receivables
|
|
$
|
15,536
|
|
|
$
|
—
|
|
|
$
|
560,950
|
|
|
$
|
576,486
|
|
Number of TDR accounts
|
|
5,639
|
|
|
—
|
|
|
5,761
|
|
|
11,400
|
|
(a)
|
TDR real estate loan net finance receivables for 2014 include
$6.2 million
of pre-modification and
$6.7 million
of post-modification TDR net finance receivables held for sale.
|
(b)
|
Number of new TDR real estate loan accounts for 2014 includes
94
new TDR accounts that were held for sale.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a) (b)
|
|
$
|
499
|
|
|
$
|
566
|
|
|
$
|
33,349
|
|
|
$
|
34,414
|
|
Number of TDR accounts (b)
|
|
141
|
|
|
53
|
|
|
524
|
|
|
718
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a)
|
|
$
|
1,294
|
|
|
$
|
—
|
|
|
$
|
68,901
|
|
|
$
|
70,195
|
|
Number of TDR accounts
|
|
355
|
|
|
—
|
|
|
929
|
|
|
1,284
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
TDR net finance receivables (a)
|
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
66,096
|
|
|
$
|
67,250
|
|
Number of TDR accounts
|
|
438
|
|
|
—
|
|
|
594
|
|
|
1,032
|
|
(a)
|
Represents the corresponding balance of TDR net finance receivables at the end of the month in which they defaulted.
|
(b)
|
TDR real estate loan net finance receivables for 2014 that defaulted during the previous
12
month period include
49
TDR accounts that were held for sale totaling
$2.7 million
.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Consolidated Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
94,880
|
|
|
$
|
1,056
|
|
|
$
|
235,549
|
|
|
$
|
1,840
|
|
|
$
|
333,325
|
|
Provision for finance receivable losses
|
|
205,042
|
|
|
152,576
|
|
|
113,674
|
|
|
2,855
|
|
|
474,147
|
|
|||||
Charge-offs (a)
|
|
(193,246
|
)
|
|
(164,508
|
)
|
|
(75,844
|
)
|
|
(5,309
|
)
|
|
(438,907
|
)
|
|||||
Recoveries (b)
|
|
25,379
|
|
|
13,653
|
|
|
6,804
|
|
|
1,360
|
|
|
47,196
|
|
|||||
Reduction in the carrying value of real estate loans transferred to finance receivables held for sale (c)
|
|
—
|
|
|
—
|
|
|
(240,012
|
)
|
|
—
|
|
|
(240,012
|
)
|
|||||
Balance at end of period
|
|
$
|
132,055
|
|
|
$
|
2,777
|
|
|
$
|
40,171
|
|
|
$
|
746
|
|
|
$
|
175,749
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
66,580
|
|
|
$
|
—
|
|
|
$
|
113,813
|
|
|
$
|
2,260
|
|
|
$
|
182,653
|
|
Provision for finance receivable losses
|
|
130,447
|
|
|
133,116
|
|
|
265,100
|
|
|
(1,002
|
)
|
|
527,661
|
|
|||||
Charge-offs (d)
|
|
(149,032
|
)
|
|
(137,723
|
)
|
|
(159,292
|
)
|
|
(9,500
|
)
|
|
(455,547
|
)
|
|||||
Recoveries (e)
|
|
47,637
|
|
|
5,663
|
|
|
15,928
|
|
|
10,082
|
|
|
79,310
|
|
|||||
Transfers to finance receivables held for sale (f)
|
|
(752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|||||
Balance at end of period
|
|
$
|
94,880
|
|
|
$
|
1,056
|
|
|
$
|
235,549
|
|
|
$
|
1,840
|
|
|
$
|
333,325
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
39,522
|
|
|
$
|
—
|
|
|
$
|
28,790
|
|
|
$
|
1,007
|
|
|
$
|
69,319
|
|
Provision for finance receivable losses
|
|
114,288
|
|
|
—
|
|
|
216,229
|
|
|
11,061
|
|
|
341,578
|
|
|||||
Charge-offs
|
|
(119,383
|
)
|
|
—
|
|
|
(140,652
|
)
|
|
(20,035
|
)
|
|
(280,070
|
)
|
|||||
Recoveries
|
|
33,260
|
|
|
—
|
|
|
9,446
|
|
|
10,421
|
|
|
53,127
|
|
|||||
Transfers to finance receivables held for sale (g)
|
|
(1,107
|
)
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
|
(1,301
|
)
|
|||||
Balance at end of period
|
|
$
|
66,580
|
|
|
$
|
—
|
|
|
$
|
113,813
|
|
|
$
|
2,260
|
|
|
$
|
182,653
|
|
(a)
|
Charge-offs during 2014 included a
$4.4 million
reduction related to a change in recognizing charge-offs of unsecured loans of customers in bankruptcy status effective mid-November 2014.
|
(b)
|
Recoveries during 2014 included
$2.2 million
of real estate loan recoveries resulting from a sale of previously charged-off real estate loans in March 2014, net of a
$0.2 million
reserve for subsequent buybacks.
|
(c)
|
During 2014, we reduced the carrying value of certain real estate loans to
$6.7 billion
as a result of the transfers of these loans from finance receivables held for investment to finance receivables held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.
|
(d)
|
Effective March 31, 2013, we charge off to the allowance for finance receivable losses personal loans that are
180 days
past due. Previously, we charged-off to the allowance for finance receivable losses personal loans on which payments received in the prior six months totaled less than
5%
of the original loan amount. As a result of this change, we recorded
$13.3 million
of additional charge-offs in March 2013.
|
(e)
|
Recoveries in 2013 included
$37.2 million
(
$22.7 million
of personal loan recoveries,
$9.1 million
of real estate loan recoveries, and
$5.4 million
of retail sales finance recoveries) resulting from a sale of previously charged-off finance receivables in June 2013, net of a
$4.0 million
adjustment for the subsequent buyback of certain finance receivables.
|
(f)
|
During the fourth quarter of 2013, we decreased the allowance for finance receivable losses as a result of the transfer of
$18.0 million
of personal loans of our lending operations in Puerto Rico from finance receivables held for investment to finance receivables held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.
|
(g)
|
During the first quarter of 2012, we decreased the allowance for finance receivable losses as a result of the transfers of
$77.8 million
of finance receivables from finance receivables held for investment to finance receivables held for sale due to management’s intent to no longer hold these finance receivables for the foreseeable future.
|
*
|
Represents additional impairment recognized, subsequent to the establishment of the pools of purchased credit impaired loans, related to loans that have been foreclosed and transferred to real estate owned status.
|
(dollars in thousands)
|
|
Personal Loans
|
|
SpringCastle Portfolio
|
|
Real
Estate Loans
|
|
Retail
Sales Finance
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for finance receivable losses for finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
|
$
|
130,532
|
|
|
$
|
104
|
|
|
$
|
3,768
|
|
|
$
|
746
|
|
|
$
|
135,150
|
|
Acquired with deteriorated credit quality (purchased credit impaired finance receivables)
|
|
—
|
|
|
—
|
|
|
4,534
|
|
|
—
|
|
|
4,534
|
|
|||||
Individually evaluated for impairment (TDR finance receivables)
|
|
1,523
|
|
|
2,673
|
|
|
31,869
|
|
|
—
|
|
|
36,065
|
|
|||||
Total
|
|
$
|
132,055
|
|
|
$
|
2,777
|
|
|
$
|
40,171
|
|
|
$
|
746
|
|
|
$
|
175,749
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
|
$
|
3,809,136
|
|
|
$
|
1,629,490
|
|
|
$
|
490,235
|
|
|
$
|
47,705
|
|
|
$
|
5,976,566
|
|
Purchased credit impaired finance receivables
|
|
—
|
|
|
339,795
|
|
|
29,827
|
|
|
—
|
|
|
369,622
|
|
|||||
TDR finance receivables
|
|
22,036
|
|
|
9,905
|
|
|
105,273
|
|
|
—
|
|
|
137,214
|
|
|||||
Total
|
|
$
|
3,831,172
|
|
|
$
|
1,979,190
|
|
|
$
|
625,335
|
|
|
$
|
47,705
|
|
|
$
|
6,483,402
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for finance receivable losses for finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
|
$
|
93,957
|
|
|
$
|
1,056
|
|
|
$
|
1,760
|
|
|
$
|
1,840
|
|
|
$
|
98,613
|
|
Purchased credit impaired finance receivables
|
|
—
|
|
|
—
|
|
|
57,334
|
|
|
—
|
|
|
57,334
|
|
|||||
TDR finance receivables
|
|
923
|
|
|
—
|
|
|
176,455
|
|
|
—
|
|
|
177,378
|
|
|||||
Total
|
|
$
|
94,880
|
|
|
$
|
1,056
|
|
|
$
|
235,549
|
|
|
$
|
1,840
|
|
|
$
|
333,325
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
|
$
|
3,156,986
|
|
|
$
|
1,975,023
|
|
|
$
|
5,287,745
|
|
|
$
|
98,911
|
|
|
$
|
10,518,665
|
|
Purchased credit impaired finance receivables
|
|
—
|
|
|
530,326
|
|
|
1,314,381
|
|
|
—
|
|
|
1,844,707
|
|
|||||
TDR finance receivables
|
|
14,718
|
|
|
—
|
|
|
1,380,223
|
|
|
—
|
|
|
1,394,941
|
|
|||||
Total
|
|
$
|
3,171,704
|
|
|
$
|
2,505,349
|
|
|
$
|
7,982,349
|
|
|
$
|
98,911
|
|
|
$
|
13,758,313
|
|
(dollars in thousands)
|
|
Cost/
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored entities
|
|
$
|
60,704
|
|
|
$
|
2,638
|
|
|
$
|
(11
|
)
|
|
$
|
63,331
|
|
Obligations of states, municipalities, and political subdivisions
|
|
99,228
|
|
|
2,558
|
|
|
(103
|
)
|
|
101,683
|
|
||||
Certificates of deposit and commercial paper (a)
|
|
2,525
|
|
|
—
|
|
|
—
|
|
|
2,525
|
|
||||
Corporate debt
|
|
256,311
|
|
|
11,833
|
|
|
(954
|
)
|
|
267,190
|
|
||||
Mortgage-backed, asset-backed, and collateralized:
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities (“RMBS”)
|
|
71,032
|
|
|
2,486
|
|
|
(27
|
)
|
|
73,491
|
|
||||
Commercial mortgage-backed securities (“CMBS”)
|
|
24,768
|
|
|
73
|
|
|
(253
|
)
|
|
24,588
|
|
||||
Collateralized debt obligations (“CDO”)/Asset-backed securities (“ABS”)
|
|
62,788
|
|
|
34
|
|
|
(117
|
)
|
|
62,705
|
|
||||
Total
|
|
577,356
|
|
|
19,622
|
|
|
(1,465
|
)
|
|
595,513
|
|
||||
Preferred stock
|
|
7,163
|
|
|
83
|
|
|
(152
|
)
|
|
7,094
|
|
||||
Other long-term investments (b)
|
|
1,305
|
|
|
44
|
|
|
(6
|
)
|
|
1,343
|
|
||||
Common stocks (c)
|
|
674
|
|
|
—
|
|
|
—
|
|
|
674
|
|
||||
Total
|
|
$
|
586,498
|
|
|
$
|
19,749
|
|
|
$
|
(1,623
|
)
|
|
$
|
604,624
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturity available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored entities
|
|
$
|
59,800
|
|
|
$
|
565
|
|
|
$
|
(681
|
)
|
|
$
|
59,684
|
|
Obligations of states, municipalities, and political subdivisions
|
|
101,913
|
|
|
1,703
|
|
|
(80
|
)
|
|
103,536
|
|
||||
Corporate debt
|
|
247,793
|
|
|
6,143
|
|
|
(2,191
|
)
|
|
251,745
|
|
||||
Mortgage-backed, asset-backed, and collateralized:
|
|
|
|
|
|
|
|
|
||||||||
RMBS
|
|
82,406
|
|
|
1,931
|
|
|
(559
|
)
|
|
83,778
|
|
||||
CMBS
|
|
10,931
|
|
|
77
|
|
|
(32
|
)
|
|
10,976
|
|
||||
CDO/ABS
|
|
10,200
|
|
|
23
|
|
|
(26
|
)
|
|
10,197
|
|
||||
Total
|
|
513,043
|
|
|
10,442
|
|
|
(3,569
|
)
|
|
519,916
|
|
||||
Preferred stock
|
|
7,844
|
|
|
—
|
|
|
(39
|
)
|
|
7,805
|
|
||||
Other long-term investments (b)
|
|
1,394
|
|
|
—
|
|
|
(125
|
)
|
|
1,269
|
|
||||
Common stocks (c)
|
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
||||
Total
|
|
$
|
523,131
|
|
|
$
|
10,442
|
|
|
$
|
(3,733
|
)
|
|
$
|
529,840
|
|
(a)
|
Includes certificates of deposit totaling
$2.4 million
pledged as collateral, primarily to support bank lines of credit.
|
(b)
|
Excludes interest in a limited partnership that we account for using the equity method (
$0.5 million
at
December 31, 2014
and
$0.6 million
at
December 31, 2013
).
|
(c)
|
Consists of Federal Home Loan Bank common stock, which is classified as a restricted investment and carried at cost.
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and government sponsored entities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
970
|
|
|
$
|
(11
|
)
|
|
$
|
970
|
|
|
$
|
(11
|
)
|
Obligations of states, municipalities, and political subdivisions
|
|
27,395
|
|
|
(100
|
)
|
|
624
|
|
|
(3
|
)
|
|
28,019
|
|
|
(103
|
)
|
||||||
Corporate debt
|
|
35,558
|
|
|
(828
|
)
|
|
6,119
|
|
|
(126
|
)
|
|
41,677
|
|
|
(954
|
)
|
||||||
RMBS
|
|
8,591
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
8,591
|
|
|
(27
|
)
|
||||||
CMBS
|
|
16,426
|
|
|
(178
|
)
|
|
2,034
|
|
|
(75
|
)
|
|
18,460
|
|
|
(253
|
)
|
||||||
CDO/ABS
|
|
46,115
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
46,115
|
|
|
(117
|
)
|
||||||
Total
|
|
134,085
|
|
|
(1,250
|
)
|
|
9,747
|
|
|
(215
|
)
|
|
143,832
|
|
|
(1,465
|
)
|
||||||
Preferred stock
|
|
6,071
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
6,071
|
|
|
(152
|
)
|
||||||
Other long-term investments
|
|
—
|
|
|
—
|
|
|
105
|
|
|
(6
|
)
|
|
105
|
|
|
(6
|
)
|
||||||
Total
|
|
$
|
140,156
|
|
|
$
|
(1,402
|
)
|
|
$
|
9,852
|
|
|
$
|
(221
|
)
|
|
$
|
150,008
|
|
|
$
|
(1,623
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and government sponsored entities
|
|
$
|
45,264
|
|
|
$
|
(681
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,264
|
|
|
$
|
(681
|
)
|
Obligations of states, municipalities, and political subdivisions
|
|
14,756
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
14,756
|
|
|
(80
|
)
|
||||||
Corporate debt
|
|
71,312
|
|
|
(1,539
|
)
|
|
11,772
|
|
|
(652
|
)
|
|
83,084
|
|
|
(2,191
|
)
|
||||||
RMBS
|
|
18,322
|
|
|
(559
|
)
|
|
—
|
|
|
—
|
|
|
18,322
|
|
|
(559
|
)
|
||||||
CMBS
|
|
5,517
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
5,517
|
|
|
(32
|
)
|
||||||
CDO/ABS
|
|
5,123
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
5,123
|
|
|
(26
|
)
|
||||||
Total
|
|
160,294
|
|
|
(2,917
|
)
|
|
11,772
|
|
|
(652
|
)
|
|
172,066
|
|
|
(3,569
|
)
|
||||||
Preferred stock
|
|
7,805
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
7,805
|
|
|
(39
|
)
|
||||||
Other long-term investments
|
|
1,269
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
(125
|
)
|
||||||
Total
|
|
$
|
169,368
|
|
|
$
|
(3,081
|
)
|
|
$
|
11,772
|
|
|
$
|
(652
|
)
|
|
$
|
181,140
|
|
|
$
|
(3,733
|
)
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
At or for the Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
1,523
|
|
|
$
|
1,650
|
|
|
$
|
3,725
|
|
Additions:
|
|
|
|
|
|
|
||||||
Due to other-than-temporary impairments:
|
|
|
|
|
|
|
||||||
Impairment previously recognized
|
|
—
|
|
|
26
|
|
|
924
|
|
|||
Reductions:
|
|
|
|
|
|
|
||||||
Realized due to dispositions with no prior intention to sell
|
|
(205
|
)
|
|
(153
|
)
|
|
(2,999
|
)
|
|||
Balance at end of period
|
|
$
|
1,318
|
|
|
$
|
1,523
|
|
|
$
|
1,650
|
|
(dollars in thousands)
|
|
Fair
Value
|
|
Amortized
Cost
|
||||
|
|
|
|
|
||||
Fixed maturities, excluding mortgage-backed, asset-backed, and collateralized securities:
|
|
|
|
|
||||
Due in 1 year or less
|
|
$
|
34,177
|
|
|
$
|
33,718
|
|
Due after 1 year through 5 years
|
|
179,652
|
|
|
176,191
|
|
||
Due after 5 years through 10 years
|
|
80,242
|
|
|
77,810
|
|
||
Due after 10 years
|
|
140,658
|
|
|
131,049
|
|
||
Mortgage-backed, asset-backed, and collateralized securities
|
|
160,784
|
|
|
158,588
|
|
||
Total
|
|
$
|
595,513
|
|
|
$
|
577,356
|
|
(dollars in thousands)
|
|
|
|
|
||||
December 31,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Fixed maturity trading securities:
|
|
|
|
|
||||
Bonds:
|
|
|
|
|
||||
U.S. government and government sponsored entities
|
|
$
|
303,283
|
|
|
$
|
—
|
|
Obligations of states, municipalities, and political subdivisions
|
|
14,378
|
|
|
—
|
|
||
Certificates of deposit and commercial paper
|
|
237,637
|
|
|
—
|
|
||
Non-U.S. government and government sponsored entities
|
|
19,613
|
|
|
—
|
|
||
Corporate debt
|
|
1,056,032
|
|
|
1,837
|
|
||
Mortgage-backed, asset-backed, and collateralized:
|
|
|
|
|
||||
RMBS
|
|
36,005
|
|
|
10,671
|
|
||
CMBS
|
|
151,291
|
|
|
29,897
|
|
||
CDO/ABS
|
|
511,402
|
|
|
9,249
|
|
||
Total
|
|
$
|
2,329,641
|
|
|
$
|
51,654
|
|
(a)
|
Other investments primarily include commercial mortgage loans, receivables related to investments, and accrued investment income.
|
(b)
|
Current tax receivable includes current federal and state tax assets.
|
(c)
|
Fixed assets were net of accumulated depreciation of
$170.4 million
at
December 31, 2014
and
$155.0 million
at
December 31, 2013
.
|
(d)
|
Receivables related to sales of real estate loans and related trust assets includes
$64.4 million
of holdback provisions on the real estate loan sales as disclosed in Note 1.
|
(dollars in thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Other Intangible Assets
|
||||||
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Value of business acquired (“VOBA”)
|
|
$
|
35,778
|
|
|
$
|
(31,799
|
)
|
|
$
|
3,979
|
|
Customer relationships
|
|
17,879
|
|
|
(14,847
|
)
|
|
3,032
|
|
|||
Licenses
|
|
11,575
|
|
|
—
|
|
|
11,575
|
|
|||
Customer lists
|
|
9,695
|
|
|
(8,684
|
)
|
|
1,011
|
|
|||
Domain names *
|
|
1,690
|
|
|
—
|
|
|
1,690
|
|
|||
Total
|
|
$
|
76,617
|
|
|
$
|
(55,330
|
)
|
|
$
|
21,287
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
VOBA
|
|
$
|
35,778
|
|
|
$
|
(31,260
|
)
|
|
$
|
4,518
|
|
Customer relationships
|
|
17,879
|
|
|
(11,559
|
)
|
|
6,320
|
|
|||
Licenses
|
|
11,575
|
|
|
—
|
|
|
11,575
|
|
|||
Customer lists
|
|
9,695
|
|
|
(8,156
|
)
|
|
1,539
|
|
|||
Domain names *
|
|
1,425
|
|
|
—
|
|
|
1,425
|
|
|||
Total
|
|
$
|
76,352
|
|
|
$
|
(50,975
|
)
|
|
$
|
25,377
|
|
*
|
Domain names includes the addition of the “
springleaf.com
” domain name in
2013
.
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Subservicing fees
|
|
$
|
5,312
|
|
|
$
|
8,544
|
|
|
$
|
9,843
|
|
Refinancing concessions
|
|
—
|
|
|
291
|
|
|
4,420
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(dollars in thousands)
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Senior debt
|
|
$
|
8,213,287
|
|
|
$
|
8,920,140
|
|
|
$
|
12,597,449
|
|
|
$
|
13,620,644
|
|
Junior subordinated debt
|
|
171,623
|
|
|
261,625
|
|
|
171,587
|
|
|
294,000
|
|
||||
Total
|
|
$
|
8,384,910
|
|
|
$
|
9,181,765
|
|
|
$
|
12,769,036
|
|
|
$
|
13,914,644
|
|
|
|
Years Ended December 31,
|
|
At December 31,
|
|||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior debt
|
|
6.84
|
%
|
|
6.75
|
%
|
|
8.19
|
%
|
|
7.16
|
%
|
|
6.51
|
%
|
Junior subordinated debt
|
|
12.26
|
|
|
12.26
|
|
|
12.26
|
|
|
12.26
|
|
|
12.26
|
|
Total
|
|
6.93
|
|
|
6.82
|
|
|
8.24
|
|
|
7.26
|
|
|
6.59
|
|
(dollars in thousands)
|
|
Retail
Notes
|
|
Medium
Term
Notes (a)
|
|
Securitizations
|
|
Junior
Subordinated
Debt
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates (b)
|
|
6.00%-7.50%
|
|
|
5.25%-8.25%
|
|
|
1.79%-6.82%
|
|
|
6.00
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter 2015
|
|
$
|
16,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,575
|
|
Second quarter 2015
|
|
7,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,092
|
|
|||||
Third quarter 2015
|
|
23,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,544
|
|
|||||
Fourth quarter 2015
|
|
—
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
|||||
2015
|
|
47,211
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
797,211
|
|
|||||
2016
|
|
—
|
|
|
375,000
|
|
|
—
|
|
|
—
|
|
|
375,000
|
|
|||||
2017
|
|
—
|
|
|
1,902,321
|
|
|
—
|
|
|
—
|
|
|
1,902,321
|
|
|||||
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2019
|
|
—
|
|
|
700,000
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|||||
2020-2067
|
|
—
|
|
|
1,250,000
|
|
|
—
|
|
|
350,000
|
|
|
1,600,000
|
|
|||||
Securitizations (c)
|
|
—
|
|
|
—
|
|
|
3,646,596
|
|
|
—
|
|
|
3,646,596
|
|
|||||
Total principal maturities
|
|
$
|
47,211
|
|
|
$
|
4,977,321
|
|
|
$
|
3,646,596
|
|
|
$
|
350,000
|
|
|
$
|
9,021,128
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total carrying amount (d)
|
|
$
|
46,469
|
|
|
$
|
4,522,862
|
|
|
$
|
3,643,956
|
|
|
$
|
171,623
|
|
|
$
|
8,384,910
|
|
(a)
|
Medium term notes included
$700 million
aggregate principal amount of
5.25%
Senior Notes due 2019, which were issued in December 2014, and reflects the related repurchases of
$459 million
aggregate principal amount of medium term notes due 2017 as discussed below under the caption “Repurchase or Repayment of Debt” in this note.
|
(b)
|
The interest rates shown are the range of contractual rates in effect at
December 31, 2014
.
|
(c)
|
Securitizations are not included in above maturities by period due to their variable monthly repayments. See Note 11 for further information on our long-term debt associated with securitizations.
|
(d)
|
The net carrying amount of our long-term debt associated with certain securitizations that were either 1) issued at a premium or discount or 2) revalued at a premium or discount based on its fair value at the time of the Fortress Acquisition or 3) recorded at fair value on a recurring basis in circumstances when the embedded derivative within the securitization structure cannot be separately accounted for at fair value.
|
(dollars in thousands)
|
|
Principal Amount
of Previously Retained
Notes Issued
|
|
Carrying Amount
of Additional
Debt Recorded
|
||||
|
|
|
|
|
||||
Mortgage Securitizations
|
|
|
|
|
||||
SLFMT 2012-2
|
|
$
|
20,000
|
|
|
$
|
20,675
|
|
SLFMT 2012-3
|
|
7,500
|
|
|
7,753
|
|
||
SLFMT 2013-2
|
|
157,517
|
|
|
148,559
|
|
||
SLFMT 2013-3
|
|
22,517
|
|
|
22,623
|
|
||
|
|
|
|
|
||||
Consumer Securitizations
|
|
|
|
|
||||
SLFMT 2013-B
|
|
$
|
114,000
|
|
|
$
|
111,578
|
|
|
|
|
|
|
||||
SpringCastle Securitizations
|
|
|
|
|
||||
SCFT 2013-1
|
|
$
|
372,000
|
|
|
$
|
357,120
|
|
|
|
|
|
From AOCI(L) (a) to
|
|
Recognized in Other Revenues - Other
|
||||||||||||||
(dollars in thousands)
|
|
AOCI(L)
|
|
Other Revenues - Other
|
|
Interest Expense
|
|
Earnings (b)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cross currency interest rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cross currency interest rate
|
|
$
|
(16,987
|
)
|
|
$
|
(12,343
|
)
|
|
$
|
1,839
|
|
|
$
|
(10,504
|
)
|
|
$
|
(426
|
)
|
(a)
|
Accumulated other comprehensive income (loss).
|
(b)
|
Represents the total amounts reclassified from accumulated other comprehensive income or loss to other revenues — other and to interest expense for cash flow hedges as disclosed on our consolidated statement of comprehensive income (loss).
|
(dollars in thousands)
|
|
|
|
|
||||
Years Ended December 31,
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Mark to market losses
|
|
$
|
(8,244
|
)
|
|
$
|
(28,659
|
)
|
Net interest income
|
|
9,161
|
|
|
18,745
|
|
||
Credit valuation adjustment gains (losses)
|
|
50
|
|
|
(3,559
|
)
|
||
Ineffectiveness losses
|
|
—
|
|
|
(426
|
)
|
||
Other
|
|
(292
|
)
|
|
2,136
|
|
||
Total
|
|
$
|
675
|
|
|
$
|
(11,763
|
)
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
At or for the Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
46,220
|
|
|
$
|
51,037
|
|
|
$
|
47,369
|
|
Additions for losses and loss adjustment expenses incurred to:
|
|
|
|
|
|
|
||||||
Current year
|
|
64,529
|
|
|
58,895
|
|
|
59,883
|
|
|||
Prior years *
|
|
(2,541
|
)
|
|
(6,028
|
)
|
|
(2,193
|
)
|
|||
Total
|
|
61,988
|
|
|
52,867
|
|
|
57,690
|
|
|||
Reductions for losses and loss adjustment expenses paid related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
(39,359
|
)
|
|
(34,591
|
)
|
|
(33,956
|
)
|
|||
Prior years
|
|
(20,949
|
)
|
|
(23,093
|
)
|
|
(20,066
|
)
|
|||
Total
|
|
(60,308
|
)
|
|
(57,684
|
)
|
|
(54,022
|
)
|
|||
Balance at end of period
|
|
$
|
47,900
|
|
|
$
|
46,220
|
|
|
$
|
51,037
|
|
*
|
Reflects a redundancy in the prior years’ net reserves of
$2.5 million
at
December 31, 2014
,
$6.0 million
at
December 31, 2013
, and
$2.2 million
at
December 31, 2012
primarily resulting from the settlement of claims incurred in prior years for amounts that were less than expected.
|
|
|
Preferred Stock *
|
|
Common Stock
|
||||
|
|
|
|
|
||||
Par value
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Shares authorized
|
|
300,000,000
|
|
|
2,000,000,000
|
|
*
|
No
shares of preferred stock issued and outstanding at
December 31, 2014
or
2013
.
|
At or for the Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
Balance at beginning of period
|
|
114,832,895
|
|
|
100,000,000
|
|
|
100,000,000
|
|
Common shares issued
|
|
—
|
|
|
14,832,895
|
|
|
—
|
|
Balance at end of period
|
|
114,832,895
|
|
|
114,832,895
|
|
|
100,000,000
|
|
(dollars in thousands except earnings (loss) per share)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Numerator (basic and diluted):
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
504,636
|
|
|
$
|
(19,301
|
)
|
|
$
|
(217,697
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding (basic)
|
|
114,791,225
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Effect of dilutive securities *
|
|
473,898
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of shares outstanding (diluted)
|
|
115,265,123
|
|
|
102,917,172
|
|
|
100,000,000
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.40
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
Diluted
|
|
$
|
4.38
|
|
|
$
|
(0.19
|
)
|
|
$
|
(2.18
|
)
|
*
|
We have excluded
583,459
performance shares in the diluted earnings per share calculation for 2014, which could impact the earnings per share calculation in the future. Due to the net loss incurred in 2013, we excluded
37,246
nonvested shares in the diluted earnings (loss) per share computation for 2013 because these shares would automatically result in anti-dilution.
|
(dollars in thousands)
|
|
Unrealized Gains (Losses) Investment Securities
|
|
Unrealized Gains (Losses) Cash Flow Hedges
|
|
Retirement Plan Liabilities Adjustments
|
|
Foreign Currency Translation Adjustments
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
4,362
|
|
|
$
|
—
|
|
|
$
|
20,153
|
|
|
$
|
3,580
|
|
|
$
|
28,095
|
|
Other comprehensive income (loss) before reclassifications
|
|
12,495
|
|
|
—
|
|
|
(33,094
|
)
|
|
800
|
|
|
(19,799
|
)
|
|||||
Reclassification adjustments from accumulated other comprehensive income
|
|
(5,070
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,070
|
)
|
|||||
Balance at end of period
|
|
$
|
11,787
|
|
|
$
|
—
|
|
|
$
|
(12,941
|
)
|
|
$
|
4,380
|
|
|
$
|
3,226
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
14,121
|
|
|
$
|
104
|
|
|
$
|
8,120
|
|
|
$
|
4,127
|
|
|
$
|
26,472
|
|
Other comprehensive income (loss) before reclassifications
|
|
(7,947
|
)
|
|
—
|
|
|
12,033
|
|
|
(547
|
)
|
|
3,539
|
|
|||||
Reclassification adjustments from accumulated other comprehensive income
|
|
(1,812
|
)
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(1,916
|
)
|
|||||
Balance at end of period
|
|
$
|
4,362
|
|
|
$
|
—
|
|
|
$
|
20,153
|
|
|
$
|
3,580
|
|
|
$
|
28,095
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
3,543
|
|
|
$
|
4,318
|
|
|
$
|
(35,221
|
)
|
|
$
|
152
|
|
|
$
|
(27,208
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
8,948
|
|
|
(11,042
|
)
|
|
43,341
|
|
|
3,975
|
|
|
45,222
|
|
|||||
Reclassification adjustments from accumulated other comprehensive income
|
|
1,630
|
|
|
6,828
|
|
|
—
|
|
|
—
|
|
|
8,458
|
|
|||||
Balance at end of period
|
|
$
|
14,121
|
|
|
$
|
104
|
|
|
$
|
8,120
|
|
|
$
|
4,127
|
|
|
$
|
26,472
|
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investment securities:
|
|
|
|
|
|
|
||||||
Reclassification from accumulated other comprehensive income to investment revenues, before taxes
|
|
$
|
7,800
|
|
|
$
|
2,788
|
|
|
$
|
(2,507
|
)
|
Income tax effect
|
|
(2,730
|
)
|
|
(976
|
)
|
|
877
|
|
|||
Reclassification from accumulated other comprehensive income to investment revenues, net of taxes
|
|
5,070
|
|
|
1,812
|
|
|
(1,630
|
)
|
|||
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
||||||
Reclassification from accumulated other comprehensive income to interest expense, before taxes
|
|
—
|
|
|
160
|
|
|
1,839
|
|
|||
Reclassification from accumulated other comprehensive income to other revenues, before taxes
|
|
—
|
|
|
—
|
|
|
(12,343
|
)
|
|||
Income tax effect
|
|
—
|
|
|
(56
|
)
|
|
3,676
|
|
|||
Reclassification from accumulated other comprehensive income to interest expense and other revenues, net of taxes
|
|
—
|
|
|
104
|
|
|
(6,828
|
)
|
|||
Total
|
|
$
|
5,070
|
|
|
$
|
1,916
|
|
|
$
|
(8,458
|
)
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
256,468
|
|
|
$
|
95,866
|
|
|
$
|
69,057
|
|
Deferred
|
|
19,470
|
|
|
(106,850
|
)
|
|
(152,619
|
)
|
|||
Total federal
|
|
275,938
|
|
|
(10,984
|
)
|
|
(83,562
|
)
|
|||
|
|
|
|
|
|
|
||||||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
370
|
|
|
634
|
|
|
2,604
|
|
|||
Deferred
|
|
3,746
|
|
|
(1,418
|
)
|
|
(15,777
|
)
|
|||
Deferred - valuation allowance
|
|
(3,772
|
)
|
|
2,345
|
|
|
15,655
|
|
|||
Total foreign
|
|
344
|
|
|
1,561
|
|
|
2,482
|
|
|||
|
|
|
|
|
|
|
||||||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
20,094
|
|
|
6,154
|
|
|
8,317
|
|
|||
Deferred
|
|
(2,536
|
)
|
|
(20,247
|
)
|
|
(23,052
|
)
|
|||
Deferred - valuation allowance
|
|
3,206
|
|
|
7,331
|
|
|
8,144
|
|
|||
Total state
|
|
20,764
|
|
|
(6,762
|
)
|
|
(6,591
|
)
|
|||
Total
|
|
$
|
297,046
|
|
|
$
|
(16,185
|
)
|
|
$
|
(87,671
|
)
|
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
|
|
|
|
|||
Statutory federal income tax rate
|
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
|
|
|
|
|
|
|
|||
Non-controlling interests
|
|
(3.98
|
)
|
|
(51.01
|
)
|
|
—
|
|
State income taxes, net of federal
|
|
1.49
|
|
|
(5.55
|
)
|
|
1.41
|
|
Foreign operations
|
|
0.80
|
|
|
1.67
|
|
|
(3.27
|
)
|
Valuation allowance
|
|
(0.42
|
)
|
|
3.02
|
|
|
(5.13
|
)
|
Interest and penalties on prior year tax returns
|
|
(0.10
|
)
|
|
7.67
|
|
|
(0.34
|
)
|
Nontaxable investment income
|
|
(0.10
|
)
|
|
(1.94
|
)
|
|
0.89
|
|
Change in tax status
|
|
—
|
|
|
(14.64
|
)
|
|
—
|
|
Nondeductible compensation
|
|
—
|
|
|
3.49
|
|
|
—
|
|
Other, net
|
|
0.15
|
|
|
1.42
|
|
|
0.15
|
|
Effective income tax rate
|
|
32.84
|
%
|
|
(20.87
|
)%
|
|
28.71
|
%
|
(dollars in thousands)
|
|
|
|
|
||||
December 31,
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Mark to market - receivables
|
|
$
|
32,663
|
|
|
$
|
32,892
|
|
Pension/employee benefits
|
|
26,303
|
|
|
9,487
|
|
||
State taxes, net of federal
|
|
21,721
|
|
|
20,106
|
|
||
Net operating losses and tax attributes
|
|
18,915
|
|
|
26,201
|
|
||
Joint venture
|
|
12,274
|
|
|
3,252
|
|
||
Legal and warranty reserve
|
|
9,495
|
|
|
1,216
|
|
||
Payment protection insurance liability
|
|
4,929
|
|
|
11,353
|
|
||
Deferred insurance commissions
|
|
3,473
|
|
|
2,781
|
|
||
Real estate owned
|
|
2,738
|
|
|
3,058
|
|
||
Securitization
|
|
—
|
|
|
112,726
|
|
||
Market discount - investments
|
|
—
|
|
|
14,134
|
|
||
Insurance reserves
|
|
—
|
|
|
3,711
|
|
||
Other
|
|
2,154
|
|
|
3,647
|
|
||
Total
|
|
134,665
|
|
|
244,564
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Debt writedown
|
|
194,261
|
|
|
293,219
|
|
||
Discount - debt exchange
|
|
22,377
|
|
|
14,390
|
|
||
Insurance reserves
|
|
10,175
|
|
|
—
|
|
||
Other intangible assets
|
|
6,859
|
|
|
8,443
|
|
||
Market discount - investments
|
|
3,292
|
|
|
—
|
|
||
Fixed assets
|
|
1,496
|
|
|
2,148
|
|
||
Derivative
|
|
—
|
|
|
1,899
|
|
||
Other
|
|
—
|
|
|
7,505
|
|
||
Total
|
|
238,460
|
|
|
327,604
|
|
||
|
|
|
|
|
||||
Net deferred tax liabilities before valuation allowance
|
|
(103,795
|
)
|
|
(83,040
|
)
|
||
Valuation allowance
|
|
(44,383
|
)
|
|
(45,220
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(148,178
|
)
|
|
$
|
(128,260
|
)
|
•
|
ceased originating real estate loans in the United States and the United Kingdom;
|
•
|
ceased branch-based personal lending and retail sales financing in
14
states where we did not have a significant presence;
|
•
|
consolidated certain branch operations in
26
states; and
|
•
|
closed
231
branch offices.
|
(dollars in thousands)
|
|
Consumer and Insurance
|
|
Real Estate
|
|
Other
|
|
Consolidated Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Restructuring expenses
|
|
$
|
15,863
|
|
|
$
|
818
|
|
|
$
|
6,822
|
|
|
$
|
23,503
|
|
(dollars in thousands)
|
|
Severance Expenses
|
|
Contract
Termination Expenses
|
|
Asset Writedowns
|
|
Other Exit Expenses *
|
|
Total
Restructuring Expenses
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Amounts paid
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|||||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
56
|
|
|
$
|
365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
421
|
|
Amounts paid
|
|
(56
|
)
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|||||
Balance at end of period
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amounts charged to expense
|
|
11,600
|
|
|
5,840
|
|
|
5,246
|
|
|
817
|
|
|
23,503
|
|
|||||
Amounts paid
|
|
(11,544
|
)
|
|
(5,475
|
)
|
|
—
|
|
|
(1,017
|
)
|
|
(18,036
|
)
|
|||||
Non-cash expenses
|
|
—
|
|
|
—
|
|
|
(5,246
|
)
|
|
200
|
|
|
(5,046
|
)
|
|||||
Balance at end of period
|
|
$
|
56
|
|
|
$
|
365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
421
|
|
*
|
Primarily includes removal expenses for branch furniture and signs and fees for outplacement services. Also includes the impairment of the market value adjustment on leased branch offices from the Fortress Acquisition.
|
(dollars in thousands)
|
|
Lease Commitments
|
||
|
|
|
||
First quarter 2015
|
|
$
|
7,212
|
|
Second quarter 2015
|
|
7,053
|
|
|
Third quarter 2015
|
|
6,782
|
|
|
Fourth quarter 2015
|
|
6,595
|
|
|
2015
|
|
27,642
|
|
|
2016
|
|
22,762
|
|
|
2017
|
|
16,718
|
|
|
2018
|
|
11,167
|
|
|
2019
|
|
6,347
|
|
|
2020+
|
|
4,409
|
|
|
Total
|
|
$
|
89,045
|
|
(dollars in thousands)
|
|
Pension (a)
|
|
Postretirement (b)
|
||||||||||||||||||||
At or for the Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of period
|
|
$
|
322,465
|
|
|
$
|
367,591
|
|
|
$
|
435,221
|
|
|
$
|
2,291
|
|
|
$
|
6,687
|
|
|
$
|
6,725
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
14,968
|
|
|
82
|
|
|
289
|
|
|
285
|
|
||||||
Interest cost
|
|
15,240
|
|
|
14,083
|
|
|
18,342
|
|
|
92
|
|
|
224
|
|
|
262
|
|
||||||
Actuarial loss (gain) (c)
|
|
82,952
|
|
|
(46,806
|
)
|
|
25,809
|
|
|
256
|
|
|
(4,767
|
)
|
|
166
|
|
||||||
Benefits paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Company assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
(142
|
)
|
|
(172
|
)
|
||||||
Plan assets
|
|
(11,894
|
)
|
|
(12,403
|
)
|
|
(10,376
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment
|
|
(34
|
)
|
|
—
|
|
|
(78,558
|
)
|
|
(2,076
|
)
|
|
—
|
|
|
(579
|
)
|
||||||
Settlement
|
|
—
|
|
|
—
|
|
|
(37,815
|
)
|
|
(483
|
)
|
|
—
|
|
|
—
|
|
||||||
Liability recognized at end of year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|
—
|
|
|
—
|
|
||||||
Projected benefit obligation, end of period
|
|
408,729
|
|
|
322,465
|
|
|
367,591
|
|
|
385
|
|
|
2,291
|
|
|
6,687
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of period
|
|
316,660
|
|
|
346,824
|
|
|
350,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets, net of expenses
|
|
53,789
|
|
|
(18,405
|
)
|
|
43,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
|
643
|
|
|
643
|
|
|
1,062
|
|
|
162
|
|
|
142
|
|
|
172
|
|
||||||
Benefits paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Company assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
(142
|
)
|
|
(172
|
)
|
||||||
Plan assets
|
|
(11,894
|
)
|
|
(12,402
|
)
|
|
(48,191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets, end of period
|
|
359,198
|
|
|
316,660
|
|
|
346,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded status, end of period
|
|
$
|
(49,531
|
)
|
|
$
|
(5,805
|
)
|
|
$
|
(20,767
|
)
|
|
$
|
(385
|
)
|
|
$
|
(2,291
|
)
|
|
$
|
(6,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
6,740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(653
|
)
|
|
(645
|
)
|
|
(619
|
)
|
|
(23
|
)
|
|
(101
|
)
|
|
(178
|
)
|
||||||
Noncurrent liabilities
|
|
(48,878
|
)
|
|
(11,900
|
)
|
|
(20,148
|
)
|
|
(362
|
)
|
|
(2,190
|
)
|
|
(6,509
|
)
|
||||||
Total amounts recognized
|
|
$
|
(49,531
|
)
|
|
$
|
(5,805
|
)
|
|
$
|
(20,767
|
)
|
|
$
|
(385
|
)
|
|
$
|
(2,291
|
)
|
|
$
|
(6,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax amounts recognized in accumulated other comprehensive income or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss)
|
|
$
|
(19,288
|
)
|
|
$
|
26,267
|
|
|
$
|
13,303
|
|
|
$
|
—
|
|
|
$
|
4,185
|
|
|
$
|
(582
|
)
|
Prior service credit (cost)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amounts recognized
|
|
$
|
(19,288
|
)
|
|
$
|
26,267
|
|
|
$
|
13,303
|
|
|
$
|
—
|
|
|
$
|
4,185
|
|
|
$
|
(582
|
)
|
(a)
|
Includes non-qualified unfunded plans, for which the aggregate projected benefit obligation was
$10.5 million
at
December 31, 2014
and
$9.2 million
at
December 31, 2013
.
|
(b)
|
We do not currently fund postretirement benefits.
|
(c)
|
We adopted new mortality tables in 2014, which increased the plan liabilities during 2014.
|
(dollars in thousands)
|
|
PBO Exceeds
Fair Value of Plan Assets
|
|
ABO Exceeds
Fair Value of Plan Assets
|
||||||||||||
December 31,
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
408,729
|
|
|
$
|
322,465
|
|
|
$
|
—
|
|
|
$
|
322,465
|
|
Accumulated benefit obligation
|
|
408,729
|
|
|
322,465
|
|
|
385
|
|
|
322,465
|
|
||||
Fair value of plan assets
|
|
359,198
|
|
|
316,660
|
|
|
—
|
|
|
316,660
|
|
(dollars in thousands)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
Years Ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,968
|
|
|
$
|
82
|
|
|
$
|
289
|
|
|
$
|
285
|
|
Interest cost
|
|
15,240
|
|
|
14,083
|
|
|
18,342
|
|
|
92
|
|
|
224
|
|
|
262
|
|
||||||
Expected return on assets
|
|
(16,433
|
)
|
|
(15,498
|
)
|
|
(20,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
|
6
|
|
|
61
|
|
|
285
|
|
|
(302
|
)
|
|
—
|
|
|
—
|
|
||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
(7,115
|
)
|
|
(2,076
|
)
|
|
—
|
|
|
(579
|
)
|
||||||
Settlement loss (gain)
|
|
—
|
|
|
—
|
|
|
(1,401
|
)
|
|
(4,110
|
)
|
|
—
|
|
|
—
|
|
||||||
Expense to recognize liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
(1,187
|
)
|
|
(1,354
|
)
|
|
4,167
|
|
|
(5,929
|
)
|
|
513
|
|
|
(32
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in plan assets and projected benefit obligation recognized in other comprehensive income or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
|
45,595
|
|
|
(12,903
|
)
|
|
3,142
|
|
|
256
|
|
|
(4,767
|
)
|
|
166
|
|
||||||
Amortization of net actuarial gain (loss)
|
|
(6
|
)
|
|
(61
|
)
|
|
(285
|
)
|
|
302
|
|
|
—
|
|
|
—
|
|
||||||
Net curtailment loss
|
|
(34
|
)
|
|
—
|
|
|
(71,443
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net settlement gain (loss)
|
|
—
|
|
|
—
|
|
|
1,401
|
|
|
3,627
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income or loss
|
|
45,555
|
|
|
(12,964
|
)
|
|
(67,185
|
)
|
|
4,185
|
|
|
(4,767
|
)
|
|
166
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total recognized in net periodic benefit cost and other comprehensive income or loss
|
|
$
|
44,368
|
|
|
$
|
(14,318
|
)
|
|
$
|
(63,018
|
)
|
|
$
|
(1,744
|
)
|
|
$
|
(4,254
|
)
|
|
$
|
134
|
|
|
|
Pension
|
|
Postretirement
|
||||||||
December 31,
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.89
|
%
|
|
4.83
|
%
|
|
3.80
|
%
|
|
4.70
|
%
|
Rate of compensation increase
|
|
—
|
|
|
—
|
|
|
N/A *
|
|
|
N/A *
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic benefit costs:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.83
|
%
|
|
3.97
|
%
|
|
3.80
|
%
|
|
3.89
|
%
|
Expected long-term rate of return on plan assets
|
|
5.29
|
|
|
4.55
|
|
|
N/A *
|
|
|
N/A *
|
|
Rate of compensation increase (average)
|
|
—
|
|
|
—
|
|
|
N/A *
|
|
|
N/A *
|
|
*
|
Not applicable
|
(dollars in thousands)
|
|
Pension
|
|
Postretirement
|
||||
|
|
|
|
|
||||
2015
|
|
$
|
13,015
|
|
|
$
|
23
|
|
2016
|
|
13,662
|
|
|
22
|
|
||
2017
|
|
14,278
|
|
|
22
|
|
||
2018
|
|
14,785
|
|
|
23
|
|
||
2019
|
|
15,351
|
|
|
23
|
|
||
2020-2024
|
|
85,340
|
|
|
112
|
|
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
2,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,170
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. (a)
|
|
—
|
|
|
19,080
|
|
|
—
|
|
|
19,080
|
|
||||
International (b)
|
|
—
|
|
|
972
|
|
|
—
|
|
|
972
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. investment grade (c)
|
|
—
|
|
|
335,420
|
|
|
—
|
|
|
335,420
|
|
||||
U.S. high yield (d)
|
|
—
|
|
|
1,556
|
|
|
—
|
|
|
1,556
|
|
||||
Total
|
|
$
|
2,170
|
|
|
$
|
357,028
|
|
|
$
|
—
|
|
|
$
|
359,198
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
2,920
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,920
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. (a)
|
|
—
|
|
|
17,306
|
|
|
—
|
|
|
17,306
|
|
||||
International (b)
|
|
—
|
|
|
1,015
|
|
|
—
|
|
|
1,015
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. investment grade (c)
|
|
—
|
|
|
293,903
|
|
|
—
|
|
|
293,903
|
|
||||
U.S. high yield (d)
|
|
—
|
|
|
1,516
|
|
|
—
|
|
|
1,516
|
|
||||
Total
|
|
$
|
2,920
|
|
|
$
|
313,740
|
|
|
$
|
—
|
|
|
$
|
316,660
|
|
(a)
|
Includes index mutual funds that primarily track several indices including S&P 500 and S&P 600 in addition to other actively managed accounts, comprised of investments in large cap companies.
|
(b)
|
Includes investment mutual funds in companies in emerging and developed markets.
|
(c)
|
Includes investment mutual funds in U.S. and non-U.S. government issued bonds, U.S. government agency or sponsored agency bonds, and investment grade corporate bonds.
|
(d)
|
Includes investment mutual funds in securities or debt obligations that have a rating below investment grade.
|
(dollars in thousands)
|
|
Number of Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|
Weighted
Average
Remaining
Term (in Years)
|
|||
|
|
|
|
|
|
|
|||
Unvested at January 1, 2014
|
|
1,367,996
|
|
|
$
|
17.03
|
|
|
|
Granted
|
|
192,938
|
|
|
25.65
|
|
|
|
|
Vested
|
|
(58,844
|
)
|
|
23.33
|
|
|
|
|
Forfeited
|
|
(149,225
|
)
|
|
17.73
|
|
|
|
|
Unvested at December 31, 2014
|
|
1,352,865
|
|
|
17.91
|
|
|
2.89
|
(dollars in thousands)
|
|
Number of Shares
|
|
Weighted
Average
Grant Date Fair Value
|
|
Weighted
Average
Remaining
Term (in Years)
|
|||
|
|
|
|
|
|
|
|||
Unvested at January 1, 2014
|
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
|
600,230
|
|
|
25.78
|
|
|
|
|
Forfeited
|
|
(16,771
|
)
|
|
23.85
|
|
|
|
|
Unvested at December 31, 2014
|
|
583,459
|
|
|
25.84
|
|
|
3.59
|
•
|
Consumer and Insurance;
|
•
|
Acquisitions and Servicing; and
|
•
|
Real Estate.
|
•
|
the accretion or amortization of the valuation adjustments on the applicable revalued assets and liabilities;
|
•
|
the difference in finance charges on our purchased credit impaired finance receivables compared to the finance charges on these finance receivables on a historical accounting basis;
|
•
|
the elimination of accretion or amortization of historical based discounts, premiums, and other deferred costs on our finance receivables and long-term debt;
|
•
|
the difference in provision for finance receivable losses required based upon the differences in historical accounting basis and push-down accounting basis of the finance receivables;
|
•
|
the acceleration of the accretion of the net discount or amortization of the net premium applied to long-term debt that we repurchase or repay;
|
•
|
the reversal of the remaining unaccreted push-down accounting basis for net finance receivables, less allowance for finance receivable losses established at the date of the Fortress Acquisition on finance receivables held for sale that we sold; and
|
•
|
the difference in the fair value of long-term debt based upon the differences between historical accounting basis where certain long-term debt components are marked-to-market on a recurring basis, and push-down accounting basis where long-term debt is no longer marked-to-market on a recurring basis.
|
(dollars in thousands)
|
|
Consumer and Insurance
|
|
Acquisitions and Servicing
|
|
Real Estate
|
|
Other
|
|
Eliminations
|
|
Push-down Accounting Adjustments
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
At or for the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Finance charges
|
|
$
|
916,228
|
|
|
$
|
549,365
|
|
|
$
|
354,359
|
|
|
$
|
16,429
|
|
|
$
|
—
|
|
|
$
|
84,132
|
|
|
$
|
1,920,513
|
|
Finance receivables held for sale originated as held for investment
|
|
—
|
|
|
—
|
|
|
52,457
|
|
|
—
|
|
|
—
|
|
|
8,808
|
|
|
61,265
|
|
|||||||
Total interest income
|
|
916,228
|
|
|
549,365
|
|
|
406,816
|
|
|
16,429
|
|
|
—
|
|
|
92,940
|
|
|
1,981,778
|
|
|||||||
Interest expense
|
|
163,968
|
|
|
81,706
|
|
|
353,673
|
|
|
7,381
|
|
|
(5,347
|
)
|
|
132,641
|
|
|
734,022
|
|
|||||||
Net interest income
|
|
752,260
|
|
|
467,659
|
|
|
53,143
|
|
|
9,048
|
|
|
5,347
|
|
|
(39,701
|
)
|
|
1,247,756
|
|
|||||||
Provision for finance receivable losses
|
|
202,377
|
|
|
152,576
|
|
|
127,978
|
|
|
6,502
|
|
|
—
|
|
|
(15,286
|
)
|
|
474,147
|
|
|||||||
Net interest income (loss) after provision for finance receivable losses
|
|
549,883
|
|
|
315,083
|
|
|
(74,835
|
)
|
|
2,546
|
|
|
5,347
|
|
|
(24,415
|
)
|
|
773,609
|
|
|||||||
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Insurance
|
|
166,407
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
(5
|
)
|
|
166,459
|
|
|||||||
Investment
|
|
44,532
|
|
|
5,347
|
|
|
(893
|
)
|
|
110
|
|
|
(5,347
|
)
|
|
(4,622
|
)
|
|
39,127
|
|
|||||||
Intersegment - insurance commissions
|
|
(434
|
)
|
|
—
|
|
|
445
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Portfolio servicing fees from SpringCastle
|
|
—
|
|
|
66,243
|
|
|
—
|
|
|
—
|
|
|
(66,243
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net loss on repurchases and repayments of debt
|
|
(6,692
|
)
|
|
(21,152
|
)
|
|
(21,975
|
)
|
|
(326
|
)
|
|
—
|
|
|
(16,030
|
)
|
|
(66,175
|
)
|
|||||||
Net gain (loss) on fair value adjustments on debt
|
|
—
|
|
|
(14,810
|
)
|
|
8,298
|
|
|
—
|
|
|
—
|
|
|
(8,521
|
)
|
|
(15,033
|
)
|
|||||||
Net gain on sales of real estate loans and related trust assets *
|
|
—
|
|
|
—
|
|
|
185,240
|
|
|
—
|
|
|
—
|
|
|
541,082
|
|
|
726,322
|
|
|||||||
Other
|
|
10,830
|
|
|
1,099
|
|
|
(16,393
|
)
|
|
641
|
|
|
—
|
|
|
(14,551
|
)
|
|
(18,374
|
)
|
|||||||
Total other revenues
|
|
214,643
|
|
|
36,727
|
|
|
154,722
|
|
|
471
|
|
|
(71,590
|
)
|
|
497,353
|
|
|
832,326
|
|
|||||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salaries and benefits
|
|
281,354
|
|
|
31,306
|
|
|
37,025
|
|
|
10,512
|
|
|
—
|
|
|
(379
|
)
|
|
359,818
|
|
|||||||
Other operating expenses
|
|
179,522
|
|
|
25,487
|
|
|
56,256
|
|
|
974
|
|
|
—
|
|
|
3,751
|
|
|
265,990
|
|
|||||||
Portfolio servicing fees to Springleaf
|
|
—
|
|
|
66,243
|
|
|
—
|
|
|
—
|
|
|
(66,243
|
)
|
|
—
|
|
|
—
|
|
|||||||
Insurance losses and loss adjustment expenses
|
|
76,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|
75,631
|
|
|||||||
Total other expenses
|
|
537,444
|
|
|
123,036
|
|
|
93,281
|
|
|
11,486
|
|
|
(66,243
|
)
|
|
2,435
|
|
|
701,439
|
|
|||||||
Income (loss) before provision for (benefit from) income taxes
|
|
227,082
|
|
|
228,774
|
|
|
(13,394
|
)
|
|
(8,469
|
)
|
|
—
|
|
|
470,503
|
|
|
904,496
|
|
|||||||
Income before provision for income taxes attributable to non-controlling interests
|
|
—
|
|
|
102,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,814
|
|
|||||||
Income (loss) before provision for (benefit from) income taxes attributable to Springleaf Holdings, Inc.
|
|
$
|
227,082
|
|
|
$
|
125,960
|
|
|
$
|
(13,394
|
)
|
|
$
|
(8,469
|
)
|
|
$
|
—
|
|
|
$
|
470,503
|
|
|
$
|
801,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets
|
|
$
|
4,420,586
|
|
|
$
|
2,440,735
|
|
|
$
|
4,097,130
|
|
|
$
|
450,258
|
|
|
$
|
(362,741
|
)
|
|
$
|
11,896
|
|
|
$
|
11,057,864
|
|
*
|
For purposes of our segment reporting presentation, we have combined the lower of cost or fair value adjustments recorded on the dates the real estate loans were transferred to finance receivables held for sale with the final gain (loss) on the sales of these loans.
|
(dollars in thousands)
|
|
Consumer and Insurance
|
|
Acquisitions
and
Servicing
|
|
Real Estate
|
|
Other
|
|
Eliminations
|
|
Push-down Accounting Adjustments
|
|
Consolidated Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
At or for the Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Finance charges
|
|
$
|
721,772
|
|
|
$
|
489,264
|
|
|
$
|
698,026
|
|
|
$
|
45,033
|
|
|
$
|
—
|
|
|
$
|
199,650
|
|
|
$
|
2,153,745
|
|
Finance receivables held for sale originated as held for investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
333
|
|
|||||||
Total interest income
|
|
721,772
|
|
|
489,264
|
|
|
698,026
|
|
|
45,366
|
|
|
—
|
|
|
199,650
|
|
|
2,154,078
|
|
|||||||
Interest expense
|
|
149,000
|
|
|
71,638
|
|
|
546,266
|
|
|
14,970
|
|
|
—
|
|
|
137,875
|
|
|
919,749
|
|
|||||||
Net interest income
|
|
572,772
|
|
|
417,626
|
|
|
151,760
|
|
|
30,396
|
|
|
—
|
|
|
61,775
|
|
|
1,234,329
|
|
|||||||
Provision for finance receivable losses
|
|
117,172
|
|
|
133,116
|
|
|
255,157
|
|
|
(200
|
)
|
|
—
|
|
|
22,416
|
|
|
527,661
|
|
|||||||
Net interest income (loss) after provision for finance receivable losses
|
|
455,600
|
|
|
284,510
|
|
|
(103,397
|
)
|
|
30,596
|
|
|
—
|
|
|
39,359
|
|
|
706,668
|
|
|||||||
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Insurance
|
|
148,131
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
(32
|
)
|
|
148,179
|
|
|||||||
Investment
|
|
41,705
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
—
|
|
|
(8,094
|
)
|
|
35,132
|
|
|||||||
Intersegment - insurance commissions
|
|
(30
|
)
|
|
—
|
|
|
127
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Portfolio servicing fees from SpringCastle
|
|
—
|
|
|
31,215
|
|
|
—
|
|
|
—
|
|
|
(31,215
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net loss on repurchases and repayments of debt
|
|
(5,357
|
)
|
|
—
|
|
|
(46,385
|
)
|
|
(1,071
|
)
|
|
—
|
|
|
11,097
|
|
|
(41,716
|
)
|
|||||||
Net gain on fair value adjustments on debt
|
|
—
|
|
|
5,534
|
|
|
56,890
|
|
|
—
|
|
|
—
|
|
|
(56,369
|
)
|
|
6,055
|
|
|||||||
Other
|
|
11,723
|
|
|
699
|
|
|
(4,416
|
)
|
|
(2,233
|
)
|
|
—
|
|
|
(363
|
)
|
|
5,410
|
|
|||||||
Total other revenues
|
|
196,172
|
|
|
37,448
|
|
|
6,216
|
|
|
(1,800
|
)
|
|
(31,215
|
)
|
|
(53,761
|
)
|
|
153,060
|
|
|||||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Salaries and benefits
|
|
256,722
|
|
|
13,577
|
|
|
27,312
|
|
|
166,507
|
|
|
—
|
|
|
(198
|
)
|
|
463,920
|
|
|||||||
Other operating expenses
|
|
129,300
|
|
|
52,427
|
|
|
55,846
|
|
|
11,596
|
|
|
—
|
|
|
4,203
|
|
|
253,372
|
|
|||||||
Portfolio servicing fees to Springleaf
|
|
—
|
|
|
31,215
|
|
|
—
|
|
|
—
|
|
|
(31,215
|
)
|
|
—
|
|
|
—
|
|
|||||||
Insurance losses and loss adjustment expenses
|
|
65,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(904
|
)
|
|
64,879
|
|
|||||||
Total other expenses
|
|
451,805
|
|
|
97,219
|
|
|
83,158
|
|
|
178,103
|
|
|
(31,215
|
)
|
|
3,101
|
|
|
782,171
|
|
|||||||
Income (loss) before provision for (benefit from) income taxes
|
|
199,967
|
|
|
224,739
|
|
|
(180,339
|
)
|
|
(149,307
|
)
|
|
—
|
|
|
(17,503
|
)
|
|
77,557
|
|
|||||||
Income before provision for income taxes attributable to non-controlling interests
|
|
—
|
|
|
113,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,043
|
|
|||||||
Income (loss) before provision for (benefit from) income taxes attributable to Springleaf Holdings, Inc.
|
|
$
|
199,967
|
|
|
$
|
111,696
|
|
|
$
|
(180,339
|
)
|
|
$
|
(149,307
|
)
|
|
$
|
—
|
|
|
$
|
(17,503
|
)
|
|
$
|
(35,486
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Assets
|
|
$
|
4,126,182
|
|
|
$
|
2,717,665
|
|
|
$
|
8,607,262
|
|
|
$
|
576,016
|
|
|
$
|
—
|
|
|
$
|
(624,439
|
)
|
|
$
|
15,402,686
|
|
(dollars in thousands)
|
|
Consumer and Insurance
|
|
Real Estate
|
|
Other
|
|
Push-down Accounting Adjustments
|
|
Consolidated Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At or for the Year Ended
December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Finance charges
|
|
$
|
585,041
|
|
|
$
|
820,439
|
|
|
$
|
100,097
|
|
|
$
|
206,496
|
|
|
$
|
1,712,073
|
|
Finance receivables held for sale originated as held for investment
|
|
—
|
|
|
2,734
|
|
|
—
|
|
|
6
|
|
|
2,740
|
|
|||||
Total interest income
|
|
585,041
|
|
|
823,173
|
|
|
100,097
|
|
|
206,502
|
|
|
1,714,813
|
|
|||||
Interest expense
|
|
141,440
|
|
|
669,308
|
|
|
33,711
|
|
|
230,746
|
|
|
1,075,205
|
|
|||||
Net interest income
|
|
443,601
|
|
|
153,865
|
|
|
66,386
|
|
|
(24,244
|
)
|
|
639,608
|
|
|||||
Provision for finance receivable losses
|
|
90,598
|
|
|
59,601
|
|
|
10,660
|
|
|
180,719
|
|
|
341,578
|
|
|||||
Net interest income after provision for finance receivable losses
|
|
353,003
|
|
|
94,264
|
|
|
55,726
|
|
|
(204,963
|
)
|
|
298,030
|
|
|||||
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Insurance
|
|
126,423
|
|
|
—
|
|
|
108
|
|
|
(108
|
)
|
|
126,423
|
|
|||||
Investment
|
|
41,418
|
|
|
—
|
|
|
4,758
|
|
|
(10,280
|
)
|
|
35,896
|
|
|||||
Intersegment - insurance commissions
|
|
(272
|
)
|
|
95
|
|
|
177
|
|
|
—
|
|
|
—
|
|
|||||
Net gain (loss) on repurchases and repayments of debt
|
|
5,879
|
|
|
13,790
|
|
|
1,413
|
|
|
(36,624
|
)
|
|
(15,542
|
)
|
|||||
Net gain (loss) on fair value adjustments on debt
|
|
—
|
|
|
10,369
|
|
|
—
|
|
|
(13,361
|
)
|
|
(2,992
|
)
|
|||||
Other
|
|
10,791
|
|
|
(75,183
|
)
|
|
3,734
|
|
|
14,216
|
|
|
(46,442
|
)
|
|||||
Total other revenues
|
|
184,239
|
|
|
(50,929
|
)
|
|
10,190
|
|
|
(46,157
|
)
|
|
97,343
|
|
|||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and benefits
|
|
258,828
|
|
|
29,680
|
|
|
32,186
|
|
|
(530
|
)
|
|
320,164
|
|
|||||
Other operating expenses
|
|
120,492
|
|
|
72,037
|
|
|
94,126
|
|
|
9,740
|
|
|
296,395
|
|
|||||
Restructuring expenses
|
|
15,863
|
|
|
818
|
|
|
6,822
|
|
|
—
|
|
|
23,503
|
|
|||||
Insurance losses and loss adjustment expenses
|
|
62,092
|
|
|
—
|
|
|
—
|
|
|
(1,413
|
)
|
|
60,679
|
|
|||||
Total other expenses
|
|
457,275
|
|
|
102,535
|
|
|
133,134
|
|
|
7,797
|
|
|
700,741
|
|
|||||
Income (loss) before benefit from income taxes
|
|
$
|
79,967
|
|
|
$
|
(59,200
|
)
|
|
$
|
(67,218
|
)
|
|
$
|
(258,917
|
)
|
|
$
|
(305,368
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
$
|
3,600,113
|
|
|
$
|
9,790,204
|
|
|
$
|
2,108,664
|
|
|
$
|
(832,361
|
)
|
|
$
|
14,666,620
|
|
|
|
Fair Value Measurements Using
|
|
Total Fair Value
|
|
Total Carrying Value
|
||||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
878,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
878,826
|
|
|
$
|
878,826
|
|
Investment securities
|
|
—
|
|
|
2,925,450
|
|
|
9,299
|
|
|
2,934,749
|
|
|
2,934,749
|
|
|||||
Net finance receivables, less allowance for finance receivable losses
|
|
—
|
|
|
—
|
|
|
6,979,023
|
|
|
6,979,023
|
|
|
6,307,653
|
|
|||||
Finance receivables held for sale
|
|
—
|
|
|
—
|
|
|
208,767
|
|
|
208,767
|
|
|
204,967
|
|
|||||
Restricted cash and cash equivalents
|
|
217,975
|
|
|
—
|
|
|
—
|
|
|
217,975
|
|
|
217,975
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial mortgage loans
|
|
—
|
|
|
—
|
|
|
78,173
|
|
|
78,173
|
|
|
84,539
|
|
|||||
Escrow advance receivable
|
|
—
|
|
|
—
|
|
|
8,069
|
|
|
8,069
|
|
|
8,069
|
|
|||||
Receivables related to sales of real estate loans and related trust assets
|
|
—
|
|
|
67,115
|
|
|
—
|
|
|
67,115
|
|
|
78,747
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
$
|
—
|
|
|
$
|
9,181,765
|
|
|
$
|
—
|
|
|
$
|
9,181,765
|
|
|
$
|
8,384,910
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
431,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
431,409
|
|
|
$
|
431,409
|
|
Investment securities
|
|
—
|
|
|
558,473
|
|
|
23,617
|
|
|
582,090
|
|
|
582,090
|
|
|||||
Net finance receivables, less allowance for finance receivable losses
|
|
—
|
|
|
—
|
|
|
13,774,701
|
|
|
13,774,701
|
|
|
13,424,988
|
|
|||||
Restricted cash and cash equivalents
|
|
536,005
|
|
|
—
|
|
|
—
|
|
|
536,005
|
|
|
536,005
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial mortgage loans
|
|
—
|
|
|
—
|
|
|
94,681
|
|
|
94,681
|
|
|
102,200
|
|
|||||
Escrow advance receivable
|
|
—
|
|
|
—
|
|
|
23,527
|
|
|
23,527
|
|
|
23,527
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
$
|
—
|
|
|
$
|
13,914,644
|
|
|
$
|
—
|
|
|
$
|
13,914,644
|
|
|
$
|
12,769,036
|
|
|
|
Fair Value Measurements Using
|
|
Total Carried At Fair Value
|
||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents in mutual funds
|
|
$
|
236,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236,495
|
|
Cash equivalents in certificates of deposit and commercial paper
|
|
—
|
|
|
164,709
|
|
|
—
|
|
|
164,709
|
|
||||
Investment securities:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored entities
|
|
—
|
|
|
63,331
|
|
|
—
|
|
|
63,331
|
|
||||
Obligations of states, municipalities, and political subdivisions
|
|
—
|
|
|
101,683
|
|
|
—
|
|
|
101,683
|
|
||||
Certificates of deposit and commercial paper
|
|
—
|
|
|
2,525
|
|
|
—
|
|
|
2,525
|
|
||||
Corporate debt
|
|
—
|
|
|
263,112
|
|
|
4,078
|
|
|
267,190
|
|
||||
RMBS
|
|
—
|
|
|
73,435
|
|
|
56
|
|
|
73,491
|
|
||||
CMBS
|
|
—
|
|
|
22,087
|
|
|
2,501
|
|
|
24,588
|
|
||||
CDO/ABS
|
|
—
|
|
|
62,705
|
|
|
—
|
|
|
62,705
|
|
||||
Total
|
|
—
|
|
|
588,878
|
|
|
6,635
|
|
|
595,513
|
|
||||
Preferred stock
|
|
—
|
|
|
7,094
|
|
|
—
|
|
|
7,094
|
|
||||
Other long-term investments (a)
|
|
—
|
|
|
—
|
|
|
1,343
|
|
|
1,343
|
|
||||
Total available-for-sale securities (b)
|
|
—
|
|
|
595,972
|
|
|
7,978
|
|
|
603,950
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored entities
|
|
—
|
|
|
303,283
|
|
|
—
|
|
|
303,283
|
|
||||
Obligations of states, municipalities, and political subdivisions
|
|
—
|
|
|
14,378
|
|
|
—
|
|
|
14,378
|
|
||||
Certificates of deposit and commercial paper
|
|
—
|
|
|
237,637
|
|
|
—
|
|
|
237,637
|
|
||||
Non-U.S. government and government sponsored entities
|
|
—
|
|
|
19,613
|
|
|
—
|
|
|
19,613
|
|
||||
Corporate debt
|
|
—
|
|
|
1,056,032
|
|
|
—
|
|
|
1,056,032
|
|
||||
RMBS
|
|
—
|
|
|
35,842
|
|
|
163
|
|
|
36,005
|
|
||||
CMBS
|
|
—
|
|
|
151,291
|
|
|
—
|
|
|
151,291
|
|
||||
CDO/ABS
|
|
—
|
|
|
511,402
|
|
|
—
|
|
|
511,402
|
|
||||
Total trading securities
|
|
—
|
|
|
2,329,478
|
|
|
163
|
|
|
2,329,641
|
|
||||
Total investment securities
|
|
—
|
|
|
2,925,450
|
|
|
8,141
|
|
|
2,933,591
|
|
||||
Restricted cash in mutual funds
|
|
206,691
|
|
|
—
|
|
|
—
|
|
|
206,691
|
|
||||
Total
|
|
$
|
443,186
|
|
|
$
|
3,090,159
|
|
|
$
|
8,141
|
|
|
$
|
3,541,486
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents in mutual funds
|
|
$
|
216,310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
216,310
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored entities
|
|
—
|
|
|
59,684
|
|
|
—
|
|
|
59,684
|
|
||||
Obligations of states, municipalities, and political subdivisions
|
|
—
|
|
|
103,536
|
|
|
—
|
|
|
103,536
|
|
||||
Corporate debt
|
|
—
|
|
|
239,141
|
|
|
12,604
|
|
|
251,745
|
|
||||
RMBS
|
|
—
|
|
|
83,665
|
|
|
113
|
|
|
83,778
|
|
||||
CMBS
|
|
—
|
|
|
10,974
|
|
|
2
|
|
|
10,976
|
|
||||
CDO/ABS
|
|
—
|
|
|
9,397
|
|
|
800
|
|
|
10,197
|
|
||||
Total
|
|
—
|
|
|
506,397
|
|
|
13,519
|
|
|
519,916
|
|
||||
Preferred stock
|
|
—
|
|
|
7,805
|
|
|
—
|
|
|
7,805
|
|
||||
Other long-term investments (a)
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
1,269
|
|
||||
Total available-for-sale securities (b)
|
|
—
|
|
|
514,202
|
|
|
14,788
|
|
|
528,990
|
|
||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
|
—
|
|
|
1,837
|
|
|
—
|
|
|
1,837
|
|
||||
RMBS
|
|
—
|
|
|
10,671
|
|
|
—
|
|
|
10,671
|
|
||||
CMBS
|
|
—
|
|
|
29,897
|
|
|
—
|
|
|
29,897
|
|
||||
CDO/ABS
|
|
—
|
|
|
1,866
|
|
|
7,383
|
|
|
9,249
|
|
||||
Total trading securities
|
|
—
|
|
|
44,271
|
|
|
7,383
|
|
|
51,654
|
|
||||
Total investment securities
|
|
—
|
|
|
558,473
|
|
|
22,171
|
|
|
580,644
|
|
||||
Restricted cash in mutual funds
|
|
493,297
|
|
|
—
|
|
|
—
|
|
|
493,297
|
|
||||
Total
|
|
$
|
709,607
|
|
|
$
|
558,473
|
|
|
$
|
22,171
|
|
|
$
|
1,290,251
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
$
|
—
|
|
|
$
|
363,677
|
|
|
$
|
—
|
|
|
$
|
363,677
|
|
(a)
|
Other long-term investments excludes our interest in a limited partnership of
$0.5 million
at
December 31, 2014
and
$0.6 million
at
December 31, 2013
that we account for using the equity method.
|
(b)
|
Common stocks not carried at fair value totaled
$0.7 million
at
December 31, 2014
and
$0.9 million
at
December 31, 2013
and, therefore, have been excluded from the table above.
|
|
|
|
|
Net gains (losses) included in:
|
|
Purchases, sales, issues,
settlements (a)
|
|
Transfers
into
Level 3 (b)
|
|
Transfers
out of Level 3 (c)
|
|
Balance
at end of period
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Balance at beginning of period
|
|
Other revenues
|
|
Other
comprehensive income (loss)
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Year Ended
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate debt
|
|
$
|
12,604
|
|
|
$
|
151
|
|
|
$
|
(283
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,078
|
|
RMBS
|
|
113
|
|
|
(14
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||||
CMBS
|
|
2
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
2,486
|
|
|
—
|
|
|
2,501
|
|
|||||||
CDO/ABS
|
|
800
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(803
|
)
|
|
—
|
|
|||||||
Total
|
|
13,519
|
|
|
137
|
|
|
(310
|
)
|
|
(8,394
|
)
|
|
2,486
|
|
|
(803
|
)
|
|
6,635
|
|
|||||||
Other long-term investments
|
|
1,269
|
|
|
—
|
|
|
164
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
1,343
|
|
|||||||
Total available-for-sale securities
|
|
14,788
|
|
|
137
|
|
|
(146
|
)
|
|
(8,484
|
)
|
|
2,486
|
|
|
(803
|
)
|
|
7,978
|
|
|||||||
Trading securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
RMBS
|
|
—
|
|
|
(80
|
)
|
|
(96
|
)
|
|
(106
|
)
|
|
1,602
|
|
|
(1,157
|
)
|
|
163
|
|
|||||||
CDO/ABS
|
|
7,383
|
|
|
141
|
|
|
—
|
|
|
(6,586
|
)
|
|
—
|
|
|
(938
|
)
|
|
—
|
|
|||||||
Total trading securities
|
|
7,383
|
|
|
61
|
|
|
(96
|
)
|
|
(6,692
|
)
|
|
1,602
|
|
|
(2,095
|
)
|
|
163
|
|
|||||||
Total
|
|
$
|
22,171
|
|
|
$
|
198
|
|
|
$
|
(242
|
)
|
|
$
|
(15,176
|
)
|
|
$
|
4,088
|
|
|
$
|
(2,898
|
)
|
|
$
|
8,141
|
|
(a)
|
The detail of purchases, sales, issues, and settlements during 2014 is presented in the following table.
|
(b)
|
During 2014, we transferred
$2.5 million
of CMBS available-for-sale securities and
$1.6 million
of RMBS trading securities into Level 3 primarily related to the re-evaluated observability of pricing inputs.
|
(c)
|
During 2014, we transferred
$0.8 million
of CDO/ABS available-for-sale securities,
$1.2 million
of RMBS trading securities, and
$0.9 million
of CDO/ABS trading securities out of Level 3 primarily related to the re-evaluated observability of pricing inputs.
|
(dollars in thousands)
|
|
Purchases
|
|
Sales
|
|
Issues
|
|
Settlements
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,394
|
)
|
|
$
|
(8,394
|
)
|
Other long-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
|||||
Total available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,484
|
)
|
|
(8,484
|
)
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RMBS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
|||||
CDO/ABS
|
|
135
|
|
|
—
|
|
|
—
|
|
|
(6,721
|
)
|
|
(6,586
|
)
|
|||||
Total trading securities
|
|
135
|
|
|
—
|
|
|
—
|
|
|
(6,827
|
)
|
|
(6,692
|
)
|
|||||
Total
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,311
|
)
|
|
$
|
(15,176
|
)
|
|
|
|
|
Net gains (losses) included in:
|
|
Purchases, sales, issues,
settlements*
|
|
Transfers
into
Level 3
|
|
Transfers
out of Level 3
|
|
Balance
at end of period
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Balance at beginning of period
|
|
Other revenues
|
|
Other
comprehensive income (loss)
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Year Ended
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate debt
|
|
$
|
13,417
|
|
|
$
|
(180
|
)
|
|
$
|
475
|
|
|
$
|
(101
|
)
|
|
$
|
—
|
|
|
$
|
(1,007
|
)
|
|
$
|
12,604
|
|
RMBS
|
|
74
|
|
|
(35
|
)
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||||
CMBS
|
|
1,767
|
|
|
(5
|
)
|
|
1
|
|
|
(1,761
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
CDO/ABS
|
|
2,834
|
|
|
8
|
|
|
(9
|
)
|
|
(2,033
|
)
|
|
—
|
|
|
—
|
|
|
800
|
|
|||||||
Total
|
|
18,092
|
|
|
(212
|
)
|
|
541
|
|
|
(3,895
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
13,519
|
|
|||||||
Other long-term investments
|
|
1,380
|
|
|
2
|
|
|
(102
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|||||||
Total available-for-sale securities
|
|
19,472
|
|
|
(210
|
)
|
|
439
|
|
|
(3,906
|
)
|
|
—
|
|
|
(1,007
|
)
|
|
14,788
|
|
|||||||
Trading securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CDO/ABS
|
|
12,192
|
|
|
53
|
|
|
—
|
|
|
(4,862
|
)
|
|
—
|
|
|
—
|
|
|
7,383
|
|
|||||||
Total
|
|
$
|
31,664
|
|
|
$
|
(157
|
)
|
|
$
|
439
|
|
|
$
|
(8,768
|
)
|
|
$
|
—
|
|
|
$
|
(1,007
|
)
|
|
$
|
22,171
|
|
*
|
The detail of purchases, sales, issues, and settlements during 2013 is presented in the following table.
|
(dollars in thousands)
|
|
Purchases
|
|
Sales
|
|
Issues
|
|
Settlements
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate debt
|
|
$
|
2,016
|
|
|
$
|
(1,035
|
)
|
|
$
|
—
|
|
|
$
|
(1,082
|
)
|
|
$
|
(101
|
)
|
CMBS
|
|
—
|
|
|
(1,453
|
)
|
|
—
|
|
|
(308
|
)
|
|
(1,761
|
)
|
|||||
CDO/ABS
|
|
—
|
|
|
(1,633
|
)
|
|
—
|
|
|
(400
|
)
|
|
(2,033
|
)
|
|||||
Total
|
|
2,016
|
|
|
(4,121
|
)
|
|
—
|
|
|
(1,790
|
)
|
|
(3,895
|
)
|
|||||
Other long-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||
Total available-for-sale securities
|
|
2,016
|
|
|
(4,121
|
)
|
|
—
|
|
|
(1,801
|
)
|
|
(3,906
|
)
|
|||||
Trading securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bonds:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CDO/ABS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,862
|
)
|
|
(4,862
|
)
|
|||||
Total
|
|
$
|
2,016
|
|
|
$
|
(4,121
|
)
|
|
$
|
—
|
|
|
$
|
(6,663
|
)
|
|
$
|
(8,768
|
)
|
|
|
|
Range (Weighted Average)
|
|
|
Valuation Technique(s)
|
Unobservable Input
|
December 31, 2014
|
December 31, 2013
|
Corporate debt
|
Discounted cash flows
|
Yield
|
1.05% (a)
|
2.68% – 8.48% (4.67%)
|
RMBS
|
Discounted cash flows
|
Spread
|
139 bps (a)
|
—
|
CMBS
|
Discounted cash flows
|
Spread
|
736 bps (a)
|
—
|
Other long-term investments
|
Discounted cash flows and indicative valuations
|
Historical costs Nature of investment Local market conditions Comparables Operating performance Recent financing activity
|
N/A (b)
|
N/A (b)
|
(a)
|
At December 31, 2014, corporate debt, RMBS, and CMBS each consisted of
one
bond.
|
(b)
|
Not applicable.
|
|
|
Fair Value Measurements Using
|
|
|
|
Impairment Charges
|
||||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At or for the Year Ended
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate owned
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,446
|
|
|
$
|
19,446
|
|
|
$
|
15,439
|
|
Commercial mortgage loans
|
|
—
|
|
|
—
|
|
|
10,796
|
|
|
10,796
|
|
|
(1,828
|
)
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,242
|
|
|
$
|
30,242
|
|
|
$
|
13,611
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At or for the Year Ended
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate owned
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72,242
|
|
|
$
|
72,242
|
|
|
$
|
25,440
|
|
Commercial mortgage loans
|
|
—
|
|
|
—
|
|
|
11,935
|
|
|
11,935
|
|
|
(2,010
|
)
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,177
|
|
|
$
|
84,177
|
|
|
$
|
23,430
|
|
|
|
|
Range (Weighted Average)
|
|
|
Valuation Technique(s)
|
Unobservable Input
|
December 31, 2014
|
December 31, 2013
|
Real estate owned
|
Market approach
|
Third-party valuation
|
N/A *
|
N/A *
|
Commercial mortgage loans
|
Market approach
|
Local market conditions Nature of investment Comparable property sales Operating performance
|
N/A *
|
N/A *
|
*
|
Not applicable.
|
(dollars in thousands except earnings per share)
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
413,267
|
|
|
$
|
483,124
|
|
|
$
|
532,750
|
|
|
$
|
552,637
|
|
Interest expense
|
|
157,159
|
|
|
180,142
|
|
|
191,301
|
|
|
205,420
|
|
||||
Provision for finance receivable losses
|
|
94,951
|
|
|
102,971
|
|
|
115,347
|
|
|
160,878
|
|
||||
Other revenues
|
|
(26,387
|
)
|
|
685,966
|
|
|
91,343
|
|
|
81,404
|
|
||||
Other expenses
|
|
172,873
|
|
|
189,960
|
|
|
170,013
|
|
|
168,593
|
|
||||
Income (loss) before provision for (benefit from) income taxes
|
|
(38,103
|
)
|
|
696,017
|
|
|
147,432
|
|
|
99,150
|
|
||||
Provision for (benefit from) income taxes
|
|
(12,548
|
)
|
|
234,322
|
|
|
44,754
|
|
|
30,518
|
|
||||
Net income (loss)
|
|
(25,555
|
)
|
|
461,695
|
|
|
102,678
|
|
|
68,632
|
|
||||
Net income attributable to non-controlling interests
|
|
21,272
|
|
|
34,945
|
|
|
30,289
|
|
|
16,308
|
|
||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
(46,827
|
)
|
|
$
|
426,750
|
|
|
$
|
72,389
|
|
|
$
|
52,324
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.41
|
)
|
|
$
|
3.72
|
|
|
$
|
0.63
|
|
|
$
|
0.46
|
|
Diluted
|
|
(0.41
|
)
|
|
3.70
|
|
|
0.63
|
|
|
0.45
|
|
(dollars in thousands except earnings (loss) per share)
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
576,517
|
|
|
$
|
583,926
|
|
|
$
|
580,597
|
|
|
$
|
413,038
|
|
Interest expense
|
|
218,881
|
|
|
229,157
|
|
|
240,418
|
|
|
231,293
|
|
||||
Provision for finance receivable losses
|
|
188,600
|
|
|
162,264
|
|
|
82,311
|
|
|
94,486
|
|
||||
Other revenues
|
|
38,388
|
|
|
19,426
|
|
|
51,590
|
|
|
43,656
|
|
||||
Other expenses
|
|
168,222
|
|
|
303,580
|
|
|
165,577
|
|
|
144,792
|
|
||||
Income (loss) before provision for (benefit from) income taxes
|
|
39,202
|
|
|
(91,649
|
)
|
|
143,881
|
|
|
(13,877
|
)
|
||||
Provision for (benefit from) income taxes
|
|
(14,187
|
)
|
|
(30,698
|
)
|
|
32,963
|
|
|
(4,263
|
)
|
||||
Net income (loss)
|
|
53,389
|
|
|
(60,951
|
)
|
|
110,918
|
|
|
(9,614
|
)
|
||||
Net income attributable to non-controlling interests
|
|
26,660
|
|
|
31,643
|
|
|
54,740
|
|
|
—
|
|
||||
Net income (loss) attributable to Springleaf Holdings, Inc.
|
|
$
|
26,729
|
|
|
$
|
(92,594
|
)
|
|
$
|
56,178
|
|
|
$
|
(9,614
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.24
|
|
|
$
|
(0.93
|
)
|
|
$
|
0.56
|
|
|
$
|
(0.10
|
)
|
Diluted
|
|
0.24
|
|
|
(0.93
|
)
|
|
0.56
|
|
|
(0.10
|
)
|
*
|
During the fourth quarter of 2014, we discovered that we incorrectly disclosed the pro forma net income attributable to SHI and the related pro forma basic and diluted earnings per share for 2013. The pro forma net income (loss) attributable to SHI and the pro forma basic and diluted earnings per share attributable to SHI for 2013 were previously reported as
$9.1 million
and
$0.09
, respectively, and have been corrected in this table.
|
(a)
|
(1) The following consolidated financial statements of Springleaf Holdings, Inc. and subsidiaries are included in Item 8:
|
Exhibits are listed in the Exhibit Index beginning on page
|
herein.
|
(b)
|
Exhibits
|
|
SPRINGLEAF HOLDINGS, INC.
|
||
|
|
||
|
By:
|
/s/
|
Minchung (Macrina) Kgil
|
|
|
|
Minchung (Macrina) Kgil
|
|
(Executive Vice President and Chief Financial Officer)
|
/s/
|
Jay N. Levine
|
|
/s/
|
Douglas L. Jacobs
|
|
Jay N. Levine
|
|
|
Douglas L. Jacobs
|
(President, Chief Executive Officer, and Director — Principal Executive Officer)
|
|
(Director)
|
||
|
|
|
|
|
/s/
|
Minchung (Macrina) Kgil
|
|
/s/
|
Anahaita N. Kotval
|
|
Minchung (Macrina) Kgil
|
|
|
Anahaita N. Kotval
|
(Executive Vice President and Chief Financial Officer — Principal Financial Officer)
|
|
(Director)
|
||
|
|
|
|
|
/s/
|
Sean P. Donnelly
|
|
/s/
|
Ronald M. Lott
|
|
Sean P. Donnelly
|
|
|
Ronald M. Lott
|
(Vice President and Senior Managing Director — Principal Accounting Officer)
|
|
(Director)
|
||
|
|
|
|
|
/s/
|
Wesley R. Edens
|
|
|
|
|
Wesley R. Edens
|
|
|
|
(Chairman of the Board and Director)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
|
Roy A. Guthrie
|
|
|
|
|
Roy A. Guthrie
|
|
|
|
(Director)
|
|
|
|
Exhibit
|
|
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated as of March 2, 2015, by and between Springleaf Holdings, Inc. and CitiFinancial Credit Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 3, 2015).
|
|
|
|
3 a.
|
|
Restated Certificate of Incorporation of Springleaf Holdings, Inc. Incorporated by reference to Exhibit (3.1) to our Quarterly Report on Form 10-Q for the period ended September 30, 2013.
|
|
|
|
b.
|
|
Amended and Restated Bylaws of Springleaf Holdings, Inc. Incorporated by reference to Exhibit (3.2) to our Quarterly Report on Form 10-Q for the period ended September 30, 2013.
|
|
|
|
4 a.
|
|
The following instruments are filed pursuant to Item 601(b)(4)(ii) of Regulation S-K, which requires with certain exceptions that all instruments be filed which define the rights of holders of the Company’s long-term debt and of our consolidated subsidiaries. In the aggregate, the outstanding issuances of debt at December 31, 2014 under the following Indenture exceeds 10% of the Company’s total assets on a consolidated basis:
|
|
|
|
(i)
|
|
Indenture dated as of May 1, 1999 from Springleaf Finance Corporation (formerly American General Finance Corporation) to Wilmington Trust Company (successor trustee to Citibank, N.A.). Incorporated by reference to Exhibit (4)a.(1) to Springleaf Finance Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (File No. 1-06155).
|
|
|
|
(ii)
|
|
Indenture dated as of October 3, 2014 from SpringCastle America Funding, LLC, SpringCastle Credit Funding, LLC, and SpringCastle Finance, LLC to Wilmington Trust Company. Incorporated by reference to Exhibit (10) to our Current Report on Form 8-K dated October 6, 2014.
|
|
|
|
(iii)
|
|
Indenture, dated as of December 3, 2014, by Springleaf Finance Corporation, Springleaf Holdings, Inc., as Guarantor, and Wilmington Trust, National Association. Incorporated by reference to Exhibit (4.1) to our Current Report on Form 8-K dated December 3, 2014.
|
|
|
|
(iv)
|
|
Indenture, dated as of February 26, 2015, among Springleaf Funding Trust 2015-A, as Issuer, Springleaf Finance Corporation, as Servicer, and Wells Fargo Bank, National Association. Incorporated by reference to Exhibit (10.1) to our Current Report on Form 8-K dated March 4, 2015.
|
|
|
|
b.
|
|
In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain other instruments defining the rights of holders of the Company’s long-term debt and of our consolidated subsidiaries have not been filed as exhibits to this Annual Report on Form 10-K because the total amount of securities authorized and outstanding under each instrument does not exceed 10% of the total assets of the Company on a consolidated basis. We hereby agree to furnish a copy of each instrument to the Securities and Exchange Commission upon request.
|
|
|
|
10
|
|
Form of Indemnification Agreement. Incorporated by reference to Exhibit (10.1) to Amendment No. 2 to the Registration Statement on Form S-1 of Springleaf Holdings, Inc. (formerly known as Springleaf Holdings, LLC), filed October 1, 2013.
|
|
|
|
10.1 *
|
|
Springleaf Finance, Inc. Excess Retirement Income Plan dated as of January 1, 2011. Incorporated by reference to Exhibit (10.1) to Springleaf Finance Corporation’s Current Report on Form 8-K dated December 3, 2010.
|
|
|
|
10.2 *
|
|
Amendment to Springleaf Finance, Inc. Excess Retirement Income Plan effective as of December 19, 2012. Incorporated by reference to Exhibit (10.5) to Springleaf Finance Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.3 *
|
|
Employment Letter, dated October 1, 2012, for Minchung (Macrina) Kgil. Incorporated by reference to Exhibit (10.4) to Springleaf Finance Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012.
|
|
|
|
10.4 *
|
|
Employment Agreement by and among Springleaf Finance, Inc., Springleaf General Services Corporation and Jay Levine, dated as of September 30, 2013. Incorporated by reference to Exhibit (10.10) to Springleaf Finance Corporation’s Registration Statement on Form S-4 dated October 30, 2013.
|
|
|
|
10.5 *
|
|
Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan. Incorporated by reference to Exhibit (99.1) to the Registration Statement on Form S-8 of Springleaf Holdings, Inc., filed October 15, 2013.
|
|
|
|
10.6 *
|
|
Form of Restricted Stock Award Agreement under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (Employees). Incorporated by reference to Exhibit (10.9) to Amendment No. 2 to the Registration Statement on Form S-1 of Springleaf Holdings, Inc., filed October 1, 2013.
|
Exhibit
|
|
|
|
|
|
10.7 *
|
|
Form of Restricted Stock Award Agreement under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (Non-Employee Directors). Incorporated by reference to Exhibit (10.10) to Amendment No. 2 to the Registration Statement on Form S-1 of Springleaf Holdings, Inc., filed October 1, 2013.
|
|
|
|
10.8 *
|
|
Form of Restricted Stock Unit Award Agreement under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan. Incorporated by reference to Exhibit (10.16) to Amendment No. 4 to the Registration Statement on Form S-1 of Springleaf Holdings, Inc., filed October 11, 2013.
|
|
|
|
10.9
|
|
Stockholders Agreement between Springleaf Holdings, Inc. and Springleaf Financial Holdings, LLC. Incorporated by reference to Exhibit (10.5) to our Quarterly Report on Form 10-Q for the period ended September 30, 2013.
|
|
|
|
10.10
|
|
Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s 8.250% Senior Notes due 2023. Incorporated by reference to Exhibit (10.1) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.11
|
|
Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s 7.750% Senior Notes due 2021. Incorporated by reference to Exhibit (10.2) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.12
|
|
Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s 6.00% Senior Notes due 2020. Incorporated by reference to Exhibit (10.3) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.13
|
|
Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s Senior Notes issued and outstanding on December 30, 2013 under the Indenture dated as of May 1, 1999, between SFC and Wilmington Trust, National Association (the successor trustee to Citibank N.A.). Incorporated by reference to Exhibit (10.4) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.14
|
|
Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s 60-year junior subordinated debenture. Incorporated by reference to Exhibit (10.5) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.15
|
|
Trust Guaranty, dated December 30, 2013, by Springleaf Holdings, Inc. in respect of Springleaf Finance Corporation’s trust securities. Incorporated by reference to Exhibit (10.6) to our Current Report on Form 8-K dated January 3, 2014.
|
|
|
|
10.16
|
|
Springleaf Holdings, Inc. Annual Leadership Incentive Plan. Incorporated by reference to Exhibit (10.1) to our Current Report on Form 8-K dated August 4, 2014.
|
|
|
|
10.17
|
|
Springleaf Holdings, Inc. Executive Severance Plan, effective March 16, 2015, and form of Severance Agreement and General Release.
|
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges
|
|
|
|
21.1
|
|
Subsidiaries of Springleaf Holdings, Inc.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certifications of the President and Chief Executive Officer of Springleaf Holdings, Inc.
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications of the Executive Vice President and Chief Financial Officer of Springleaf Holdings, Inc.
|
|
|
|
32.1
|
|
Section 1350 Certifications
|
|
|
|
101 **
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b).
|
**
|
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 11 and 12 of the Securities and Exchange Act of 1933 and Section 18 of the Securities and Exchange Act of 1934.
|
(a)
|
“
Administrator
” shall mean the individual(s) or the committee designated by the Committee to administer the Plan as provided herein. Unless otherwise determined by the Committee, the Administrator shall be the Senior Vice President of Human Resources of the Company.
|
(b)
|
“
Affiliate
” means any entity that directly or indirectly controls or is controlled by or under common control with the Company.
|
(c)
|
“
Annual Base Salary
” shall mean a Participant’s annual rate of base salary.
|
(d)
|
“
Board
” shall mean the Board of Directors of the Company.
|
(e)
|
“
Cause
” means, for purposes of the Plan, the meaning assigned to such term (or similar term) in any individual employment agreement with a Participant or, if no such agreement exists, or if such agreement does not define “Cause” or similar term, “Cause” as defined in the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan or any successor plan thereto.
|
(f)
|
“
Change of Control
” means a change of control of the Company as defined in the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan or any successor plan thereto.
|
(g)
|
“
COBRA
” means the Consolidated Omnibus Budget Reconciliation Act of 1985, and the regulations promulgated thereunder, as amended from time to time.
|
(h)
|
“
Code
” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended from time to time.
|
(i)
|
“
Committee
” means, unless otherwise determined by the Board, the Compensation Committee of the Board.
|
(j)
|
“
Company
” means Springleaf Holdings, Inc., and its successors and assigns and any company which acquires substantially all of its assets.
|
(k)
|
“
Company Group
” means the Company and any of its Subsidiaries.
|
|
|
|
SHI Executive Severance Agreement
|
1
|
Effective March 16, 2015
|
(l)
|
“
Confidentiality and Non-Solicitation Agreement
” means the Confidentiality and Non-Solicitation Policy/Agreement, as may be amended from time to time, that a Participant executed in connection with his or her employment with the Company or a Subsidiary.
|
(m)
|
“
Date of Termination
” shall be the date specified in the Notice of Termination that represents the final day of a Participant’s service to the Company or a Subsidiary.
|
(n)
|
“
Effective Date
” shall mean March 16, 2015.
|
(o)
|
“
Eligible Executive
” shall mean an officer of the Company or a Subsidiary who is designated by the Committee to participate in the Plan.
|
(p)
|
“
Employment Period
” shall mean the period of a Participant’s employment with the Company or a Subsidiary, including and subsequent to the Participant’s date of hire and the Date of Termination.
|
(q)
|
“
ERISA
” means the Employee Retirement Income Security Act of 1974, and the regulations promulgated thereunder, as amended from time to time.
|
(r)
|
“
Good Reason
” means, for purposes of the Plan, the meaning assigned to such term (or a similar term) in any individual employment agreement with a Participant or, if no such agreement exists or if such agreement does not define “Good Reason” (or a similar term), the occurrence of any of the following events without the Participant’s written consent:
|
i.
|
material diminution or reduction of the Participant’s authority, duties or responsibilities;
|
ii.
|
the Company’s or Subsidiary’s relocation of the Participant’s principal work location to a location that is more than fifty (50) miles from the Participant’s then current principal work location;
|
iii.
|
material reduction of the Participant’s Annual Base Salary or the Participant’s target incentive compensation opportunity, exclusive of any across the board reduction similarly affecting all or substantially all similarly-situated employees;
|
iv.
|
material reduction in the aggregate level of welfare benefits and perquisites made available to the Participant, exclusive of any across the board reduction similarly affecting all or substantially all similarly-situated employees; or
|
v.
|
material breach by the Company or a Subsidiary of any binding obligation to the Participant relating to a material term of the Participant’s employment.
|
1)
|
the Participant has given written notice of the proposed termination due to Good Reason to the Company, and provides the Company with reasonable details of the circumstances giving rise to the Good Reason event, not later than ninety (90) days following the initial occurrence of such event;
|
2)
|
the Company fails to cure the Good Reason event within thirty (30) days of receiving written notice from the Participant; and
|
|
|
|
SHI Executive Severance Agreement
|
2
|
Effective March 16, 2015
|
3)
|
the Participant terminates his or her employment within thirty (30) days after the conclusion of the cure period.
|
(s)
|
“
Notice of Termination
” shall mean written notice by the Company or a Subsidiary or by the Participant to the other party hereto which:
|
i.
|
provides notification of intent to terminate the employment relationship;
|
ii.
|
sets forth in reasonable detail the reasons for a Qualifying Termination of the Participant’s employment; and
|
(t)
|
“
Participant
” shall mean an Eligible Executive who fulfills the requirements for participating in the Plan, as provided in Section 4 of the Plan.
|
(u)
|
“
Qualifying Termination
” shall mean only such termination of employment from the Company or a Subsidiary when a Participant:
|
i.
|
is terminated by the Company or a Subsidiary without Cause; or
|
ii.
|
terminates employment with Good Reason on or before the twelve (12) month anniversary of a Change of Control.
|
(v)
|
“
Severance Agreement
” shall mean the document containing the terms and conditions of the Severance Benefit, including restrictive covenants and a general release of claims, substantially in the form set forth on Appendix A.
|
(w)
|
“
Severance Benefit
” shall mean consideration provided to a Participant pursuant to Section 6(a) or Section 6(b) of the Plan (as applicable).
|
(x)
|
“
Subsidiary
” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).
|
(a)
|
The Plan shall be administered by the Administrator. Subject to the express provisions of the Plan, the Administrator shall have the authority to determine the terms and conditions of the Severance Benefit hereunder, including, without limitation, (i) the Participants to whom, and the time or times at which the Severance Benefit is provided; (ii) the amount and form of a Participant’s Severance Benefit; and (iii) to correct any defects, supply any omission or reconcile any inconsistency in any Severance Benefit, the Plan and any documents related to the Severance Benefit.
|
(b)
|
Subject to the express provisions of the Plan, the Administrator shall have authority to interpret and construe the Plan, to prescribe, amend and rescind rules, procedures and regulations relating to it and to make all other determinations (including legal and factual) deemed necessary or advisable for the administration of the Plan. All determinations and decisions of the Administrator, the Committee, the Board and any delegatee of the Administrator pursuant to its authority under the Plan shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law.
|
|
|
|
SHI Executive Severance Agreement
|
3
|
Effective March 16, 2015
|
(c)
|
The Administrator, the Board or the Committee may appoint agents, officers or employees of the Company or a Subsidiary to assist in administering the Plan. The Administrator, the Board and the Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to it or him by any officer or employee of the Company or a Subsidiary, the Company’s independent auditors, consultants, attorneys or any other agent assisting in the administration of the Plan. The Administrator, the Board and the Committee and each member thereof, and any officer or employee of the Company or a Subsidiary acting at their direction or on their behalf shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall be fully indemnified and protected by the Company with respect to any such action or determination to the maximum extent permitted by the terms of the Company’s by-laws and applicable law.
|
(i)
|
a lump sum cash payment equal to the sum of the Participant’s earned but unpaid Annual Base Salary and accrued but unused vacation time accrued through the Date of Termination;
|
(ii)
|
reimbursement for any unpaid expenses reasonably incurred by the Participant during the Employment Period, in furtherance of the Participant’s duties to the Company or a Subsidiary, in accordance with Company business expense policy prior to the Date of Termination;
|
(iii)
|
vested and accrued benefits, if any, to which the Participant may be entitled under the Company’s or a Subsidiary’s employee benefit plans as of the Date of Termination; and
|
(iv)
|
any award under the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan that the Participant (or his or her estate) is entitled to retain under the terms of such plan or the award documents under which such awards were granted.
|
|
|
|
SHI Executive Severance Agreement
|
4
|
Effective March 16, 2015
|
(a)
|
Qualifying Termination Prior to a Change of Control
. In the event of a Qualifying Termination without Cause prior to a Change of Control, subject to the Participant’s satisfaction of Section 7(b) of the Plan, and provided that the Participant is in continued compliance with the terms and conditions of the Plan or any other agreement between the Participant and the Company or a Subsidiary or to which the Participant is a party (including the Severance Agreement) or any other ongoing obligation to which the Participant is subject as of the Date of Termination:
|
i.
|
continuation of the Participant’s then-current Annual Base Salary for the twelve (12) month period following the Date of Termination, to be paid in substantially equal installments in accordance with the regular payroll practices of the Company or a Subsidiary, commencing on the first payroll date following the Date of Termination, but with the first actual payment to be made on the sixtieth (60th) day following the Date of Termination, which payment shall consist of all amounts otherwise payable to the Participant pursuant to this clause (a) between the Date of Termination and the sixtieth (60th) day following the Date of Termination; and
|
ii.
|
a lump cash sum payment in an amount equal to twelve (12) months of premiums for COBRA continuation coverage for the Participant and his or her eligible dependents (as applicable) at the rates then in effect on the Date of Termination.
|
(b)
|
Qualifying Termination on or After a Change of Control
. In the event of a Qualifying Termination without Cause or for Good Reason on or before the twelve (12) month anniversary of a Change of Control, subject to the Participant’s satisfaction of Section 7(b) of the Plan, and provided that the Participant is in continued compliance with the terms and conditions of the Plan or any other agreement between the Participant and the Company or a Subsidiary or to which the Participant is a party (including the Severance Agreement) or any other ongoing obligation to which the Participant is subject as of the Date of Termination:
|
i.
|
continuation of the Participant’s then-current Annual Base Salary for the twelve (12) month period following the Date of Termination, to be paid in substantially equal installments in accordance with the regular payroll practices of the Company or a Subsidiary, commencing on the first payroll date following the Date of Termination, but with the first actual payment to be made on the sixtieth (60th) day following the Date of Termination, which payment shall consist of all amounts otherwise payable to the Participant pursuant to this clause (b) between the Date of Termination and the sixtieth (60th) day following the Date of Termination; and
|
ii.
|
a lump cash sum payment in an amount equal to twelve (12) months of premiums for COBRA continuation coverage for the Participant and his or
|
|
|
|
SHI Executive Severance Agreement
|
5
|
Effective March 16, 2015
|
(a)
|
Confidentiality and Non-Solicitation Agreement
. A Participant shall remain subject to his or her individual Confidentiality and Non-Solicitation Agreement following the Date of Termination and the terms and conditions of the agreement shall remain in full force and effect.
|
(b)
|
Severance Agreement
. Notwithstanding any other provision in the Plan to the contrary, as consideration for receiving the Severance Benefit, a Participant must execute a Severance Agreement including a general waiver and release of all claims that the Participant may have against the Company Group and their respective officers, directors, employees and agents along with non-competition and intellectual property protections substantially in the form set forth on Appendix A. Payment of the Severance Benefit shall be conditioned upon the execution, delivery and nonrevocation (within any applicable revocation period) of the Severance Agreement within fifty-five (55) days following the Date of Termination
|
(c)
|
Violation of Agreements
. If the Administrator determines that a Participant has failed to comply or is in violation of the Severance Agreement, the Confidentiality and Non-Solicitation Agreement or any other agreement between the Participant and the Company or a Subsidiary or to which the Participant is a party, all remaining Severance Benefit obligations of the Company or a Subsidiary under the Plan shall immediately cease.
|
|
|
|
SHI Executive Severance Agreement
|
6
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
7
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
8
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
9
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
10
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
11
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
12
|
Effective March 16, 2015
|
|
|
|
SHI Executive Severance Agreement
|
13
|
Effective March 16, 2015
|
|
|
|
[Employee Name]
|
1
|
Severance Agreement
|
|
|
|
[Employee Name]
|
2
|
Severance Agreement
|
(a)
|
Non-Competition
.
|
(i)
|
Employee shall not, directly or indirectly, during the twelve (12) month period following the Date of Termination (the “Non-Compete Period”), provide consultative services to, own, manage, operate, join, control, be employed by, participate in, or be connected with, any business, individual, partner, firm, corporation, or other entity that directly or indirectly competes with the Company Group in the business of direct consumer non-real estate finance and credit insurance anywhere in the United States.
|
(ii)
|
Notwithstanding the foregoing, the following shall not be deemed a violation of this subparagraph (a): the “beneficial ownership” by Employee, either individually or as a member of a “group” (as such terms are used in Rule 13d of the general rules and regulations under the Securities Exchange Act of 1934) of stock, but not more than five percent (5%) of the voting stock, of any public company.
|
(b)
|
Intellectual Property
.
|
(i)
|
Employee agrees that all “
Company Materials
” (as defined below) shall be deemed “work made for hire” by the Company as the “author” and owner to the extent permitted by United States copyright law. To the extent (if any) that some or all of the Company Materials do not constitute “work made for hire,” Employee hereby irrevocably assigns to the Company for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all right, title and interest in and to such Company Materials (including without limitation any and all copyright rights, patent rights and trademark rights and goodwill associated therewith). Employee also hereby irrevocably grants to the Company for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, a royalty-free, world-wide, perpetual, nonexclusive license to use any “
Prior Materials
” (as defined below) in connection with use by the Company of any Company Materials incorporating such Prior Materials.
|
(ii)
|
The provisions of this subparagraph (b) will apply to all Company Materials which are or have been conceived or developed by Employee, solely or jointly, whether or not further development or reduction to practice may take place after the Termination Date. “
Materials
” means all articles, reports, documents, memoranda, notes, other works of authorship, data, databases, discoveries, designs, developments, ideas, creative works, improvements, inventions, know-how, processes, computer programs, software, source code, techniques and useful ideas of any description whatsoever (or portions thereof).
|
(iii)
|
“
Company Materials
” means all Materials that Employee makes or conceives, or has made or conceived, solely or jointly, during the period of Employee’s employment with the Company, whether or not patentable or registerable under copyright, trademark or similar statutes, which either (x) are related to the current or anticipated business or activities of the Company Group; (y) fall within Employee’s responsibilities while retained by or employed with the
|
|
|
|
[Employee Name]
|
3
|
Severance Agreement
|
(iv)
|
Employee further agrees that Employee will execute and deliver to the Company any and all further documents or instruments and do any and all further acts which the Company reasonably requests in order to perfect, confirm, defend, police and enforce the Company Group’s intellectual property rights, and hereby grants to the officers of the Company an irrevocable power of attorney, coupled with interest, to such end.
|
(c)
|
Enforcement
. If Employee commits a breach of, or is about to commit a breach of, any of the provisions in this paragraph 8, the Company shall have the right to have such provisions specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity (including, without limitation, as provided under subparagraph (e) below) and shall be entitled to such damages as it can show it has sustained by reason of such breach. Employee agrees to reimburse the Company for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce the provisions in this paragraph 8 if Company prevails on any material issue involved in such action.
|
(d)
|
Acknowledgment
. The Company and Employee acknowledge that (i) the type and periods of restrictions imposed by subparagraph (a) above are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the Company Group and its legitimate business interests and the goodwill associated with its business; (ii) the time, scope, geographic area and other provisions of subparagraph (a) above have been specifically negotiated by sophisticated commercial parties, represented by legal counsel; and (iii) because of the nature of the business engaged in by the Company Group, Employee acknowledges and agrees that the geographic limitation is reasonable. If any provision of subparagraph (a) above is held to be unenforceable by reason of it extending for too great a period of time or over too great a geographic area or by reason of it being too extensive in any other respect, the parties agree (x) such covenant shall be interpreted to extend only over the maximum period of time and/or over the maximum geographic areas for which it may be enforceable and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined by the court making such determination and (y) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the
|
|
|
|
[Employee Name]
|
4
|
Severance Agreement
|
(e)
|
Extension of Time
. If Employee breaches any of the covenants in subparagraph (a) above, the Non-Compete Period shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals. The Non-Compete Period shall continue upon the effective date of any such settlement judicial or other resolution. The Company shall not be obligated to pay Employee any remaining Severance Benefits during any period of time in which the Non-Compete Period is tolled due to Employee’s breach.
|
|
|
|
[Employee Name]
|
5
|
Severance Agreement
|
|
|
|
[Employee Name]
|
6
|
Severance Agreement
|
|
|
|
[Employee Name]
|
7
|
Severance Agreement
|
|
|
Successor
Company
|
|
Predecessor
Company
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
One Month
|
|
Eleven Months
|
||||||||||||
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Ended
|
|
Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
November 30,
|
||||||||||||
(dollars in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2010
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before provision for (benefit from) income taxes
|
|
$
|
904,496
|
|
|
$
|
77,557
|
|
|
$
|
(305,368
|
)
|
|
$
|
(360,138
|
)
|
|
$
|
1,463,458
|
|
|
$
|
(261,887
|
)
|
Interest expense
|
|
734,022
|
|
|
919,749
|
|
|
1,075,205
|
|
|
1,284,773
|
|
|
120,328
|
|
|
996,469
|
|
||||||
Implicit interest in rents
|
|
9,863
|
|
|
10,000
|
|
|
12,115
|
|
|
12,638
|
|
|
1,207
|
|
|
13,751
|
|
||||||
Total earnings
|
|
$
|
1,648,381
|
|
|
$
|
1,007,306
|
|
|
$
|
781,952
|
|
|
$
|
937,273
|
|
|
$
|
1,584,993
|
|
|
$
|
748,333
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
$
|
734,022
|
|
|
$
|
919,749
|
|
|
$
|
1,075,205
|
|
|
$
|
1,284,773
|
|
|
$
|
120,328
|
|
|
$
|
996,469
|
|
Implicit interest in rents
|
|
9,863
|
|
|
10,000
|
|
|
12,115
|
|
|
12,638
|
|
|
1,207
|
|
|
13,751
|
|
||||||
Total fixed charges
|
|
$
|
743,885
|
|
|
$
|
929,749
|
|
|
$
|
1,087,320
|
|
|
$
|
1,297,411
|
|
|
$
|
121,535
|
|
|
$
|
1,010,220
|
|
Ratio of earnings to fixed charges *
|
|
2.22
|
|
|
1.08
|
|
|
0.72
|
|
|
0.72
|
|
|
13.04
|
|
|
0.74
|
|
*
|
Earnings did not cover total fixed charges by $305.4 million in 2012, $360.1 million in 2011, and $261.9 million during the eleven months ended November 30, 2010.
|
As of March 10, 2015
|
|
Jurisdiction of
Incorporation |
|
|
|
AGFC Capital Trust I
|
|
Delaware
|
CommoLoCo, Inc.
|
|
Puerto Rico
|
CREDITHRIFT of Puerto Rico, Inc.
|
|
Puerto Rico
|
Eighteenth Street Funding LLC
|
|
Delaware
|
Eighth Street Funding LLC
|
|
Delaware
|
Eleventh Street Funding LLC
|
|
Delaware
|
Fifteenth Street Funding LLC
|
|
Delaware
|
First Avenue Funding LLC
|
|
Delaware
|
Fourteenth Street Funding LLC
|
|
Delaware
|
Interstate Agency, Inc.
|
|
Indiana
|
Merit Life Insurance Co.
|
|
Indiana
|
Midbrook Funding LLC
|
|
Delaware
|
Midbrook Funding Trust 2013-VFN1
|
|
Delaware
|
MorEquity, Inc.
|
|
Nevada
|
Nineteenth Street Funding LLC
|
|
Delaware
|
Ocean Finance and Mortgages Limited
|
|
England and Wales
|
Ocean Money (II) Limited
|
|
England and Wales
|
Ocean Money Limited
|
|
England and Wales
|
Second Avenue Funding LLC
|
|
Delaware
|
Second Street Funding Corporation
|
|
Delaware
|
Service Bureau of Indiana, Inc.
|
|
Indiana
|
Seventeenth Street Funding LLC
|
|
Delaware
|
Sixteenth Street Funding LLC
|
|
Delaware
|
Sixth Street Funding LLC
|
|
Delaware
|
SpringCastle Acquisition LLC
|
|
Delaware
|
SpringCastle America Funding Trust
|
|
Delaware
|
SpringCastle America Funding, LLC
|
|
Delaware
|
SpringCastle America Trust
|
|
Delaware
|
SpringCastle America, LLC
|
|
Delaware
|
SpringCastle Credit Funding Trust
|
|
Delaware
|
SpringCastle Credit Funding, LLC
|
|
Delaware
|
SpringCastle Credit Trust
|
|
Delaware
|
SpringCastle Credit, LLC
|
|
Delaware
|
SpringCastle Finance Funding Trust
|
|
Delaware
|
SpringCastle Finance Funding, LLC
|
|
Delaware
|
SpringCastle Finance Trust
|
|
Delaware
|
SpringCastle Finance, LLC
|
|
Delaware
|
SpringCastle Holdings, LLC
|
|
Delaware
|
Springleaf Acquisition Corporation
|
|
Delaware
|
Springleaf Asset Holding II, Inc.
|
|
Delaware
|
Springleaf Asset Holding, Inc.
|
|
Delaware
|
Springleaf Asset Holdings, LLC
|
|
Delaware
|
Springleaf Auto Finance, Inc.
|
|
Delaware
|
Springleaf Auto Finance, Inc.
|
|
Tennessee
|
Springleaf Branch Holding Company
|
|
Delaware
|
Springleaf Consumer Loan Holding Company
|
|
Delaware
|
Springleaf Consumer Loan Management Corporation
|
|
Delaware
|
Springleaf Consumer Loan of Pennsylvania, Inc.
|
|
Pennsylvania
|
Springleaf Consumer Loan of West Virginia, Inc.
|
|
West Virginia
|
Springleaf Consumer Loan, Inc.
|
|
Delaware
|
Springleaf Documentation Services, Inc.
|
|
California
|
Springleaf Finance Commercial Corp.
|
|
Indiana
|
Springleaf Finance Corporation
|
|
Indiana
|
Springleaf Finance Foundation, Inc.
|
|
Indiana
|
Springleaf Finance Management Corporation
|
|
Indiana
|
Springleaf Finance, Inc.
|
|
Indiana
|
Springleaf Finance, Inc.
|
|
Nevada
|
As of March 10, 2015
|
|
Jurisdiction of
Incorporation |
|
|
|
Springleaf Financial Cash Services, Inc.
|
|
Delaware
|
Springleaf Financial Asset Holdings, LLC
|
|
Delaware
|
Springleaf Financial Center Thrift Company
|
|
California
|
Springleaf Financial Center, Inc.
|
|
Indiana
|
Springleaf Financial Center, Incorporated
|
|
Indiana
|
Springleaf Financial Funding Company
|
|
Delaware
|
Springleaf Financial Funding Company II
|
|
Delaware
|
Springleaf Financial Funding II Holding Company
|
|
Delaware
|
Springleaf Financial Services of Alabama, Inc.
|
|
Delaware
|
Springleaf Financial Services of America, Inc.
|
|
Delaware
|
Springleaf Financial Services of America, Inc.
|
|
Iowa
|
Springleaf Financial Services of America, Inc.
|
|
North Carolina
|
Springleaf Financial Services of Arizona, Inc.
|
|
Arizona
|
Springleaf Financial Services of Arkansas, Inc.
|
|
Delaware
|
Springleaf Financial Services of Florida, Inc.
|
|
Florida
|
Springleaf Financial Services of Hawaii, Inc.
|
|
Hawaii
|
Springleaf Financial Services of Illinois, Inc.
|
|
Illinois
|
Springleaf Financial Services of Indiana, Inc.
|
|
Indiana
|
Springleaf Financial Services of Louisiana, Inc.
|
|
Louisiana
|
Springleaf Financial Services of Massachusetts, Inc.
|
|
Massachusetts
|
Springleaf Financial Services of New Hampshire, Inc.
|
|
Delaware
|
Springleaf Financial Services of New York, Inc.
|
|
New York
|
Springleaf Financial Services of North Carolina, Inc.
|
|
North Carolina
|
Springleaf Financial Services of Ohio, Inc.
|
|
Ohio
|
Springleaf Financial Services of Pennsylvania, Inc.
|
|
Pennsylvania
|
Springleaf Financial Services of South Carolina, Inc.
|
|
South Carolina
|
Springleaf Financial Services of Utah, Inc.
|
|
Utah
|
Springleaf Financial Services of Washington, Inc.
|
|
Washington
|
Springleaf Financial Services of Wisconsin, Inc.
|
|
Wisconsin
|
Springleaf Financial Services of Wyoming, Inc.
|
|
Wyoming
|
Springleaf Financial Services, Inc.
|
|
Delaware
|
Springleaf Financial Technology, Inc.
|
|
Indiana
|
Springleaf Funding Trust 2013-A
|
|
Delaware
|
Springleaf Funding Trust 2013-B
|
|
Delaware
|
Springleaf Funding Trust 2013-VFN1
|
|
Delaware
|
Springleaf Funding Trust 2014-A
|
|
Delaware
|
Springleaf Funding Trust 2015-A
|
|
Delaware
|
Springleaf General Services Corporation
|
|
Delaware
|
Springleaf Home Equity, Inc.
|
|
Delaware
|
Springleaf Home Equity, Inc.
|
|
West Virginia
|
Springleaf Mortgage Holding Company
|
|
Delaware
|
Springleaf Mortgage Management Corporation
|
|
Delaware
|
Springleaf Mortgage Services of Pennsylvania, Inc.
|
|
Pennsylvania
|
Springleaf Mortgage Services of West Virginia, Inc.
|
|
West Virginia
|
Springleaf Mortgage Services, Inc.
|
|
Delaware
|
Springleaf Properties, Inc.
|
|
Indiana
|
State Financial Services—Springleaf, Inc.
|
|
Texas
|
Sumner Brook Funding LLC
|
|
Delaware
|
Sumner Brook Funding Trust 2013-VFN1
|
|
Delaware
|
Tenth Street Funding LLC
|
|
Delaware
|
Third Street Funding LLC
|
|
Delaware
|
Thrift, Incorporated
|
|
Indiana
|
Twelfth Street Funding LLC
|
|
Delaware
|
Twentieth Street Funding LLC
|
|
Delaware
|
Twenty-First Street Funding LLC
|
|
Delaware
|
Twenty-Second Street Funding LLC
|
|
Delaware
|
Whitford Brook Funding LLC
|
|
Delaware
|
Whitford Brook Funding Trust 2014-VFN1
|
|
Delaware
|
Wilmington Finance, Inc.
|
|
Delaware
|
Yosemite Insurance Company
|
|
Indiana
|
1.
|
I have reviewed this Annual Report on Form 10-K of Springleaf Holdings, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 16, 2015
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/s/ Jay N. Levine
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Jay N. Levine
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Springleaf Holdings, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
|
March 16, 2015
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|
|
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/s/ Minchung (Macrina) Kgil
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Minchung (Macrina) Kgil
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Jay N. Levine
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Jay N. Levine
|
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|
President and Chief Executive Officer
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|
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/s/ Minchung (Macrina) Kgil
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|
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Minchung (Macrina) Kgil
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Executive Vice President and Chief Financial Officer
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Date:
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March 16, 2015
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