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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the transition period from
to
Commission file number
001-36129 (OneMain Holdings, Inc.)
001-06155 (OneMain Finance Corporation)
ONEMAIN HOLDINGS, INC.
ONEMAIN FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware (OneMain Holdings, Inc.)
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27-3379612 |
Indiana (OneMain Finance Corporation)
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35-0416090 |
(State of incorporation) |
(I.R.S. Employer Identification No.) |
601 N.W. Second Street, Evansville, IN 47708
(Address of principal executive offices) (Zip code)
(812) 424-8031
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
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OneMain Holdings, Inc.: |
Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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OMF |
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New York Stock Exchange |
OneMain Finance Corporation: None |
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
OneMain Holdings, Inc.
Yes
☑
No
☐
OneMain Finance Corporation
Yes
☑
No
☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.
OneMain Holdings, Inc.
Yes
☐
No
☑
OneMain Finance Corporation
Yes
☐
No
☑
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
OneMain Holdings, Inc.
Yes
☑
No
☐
OneMain Finance Corporation
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
OneMain Holdings, Inc.
Yes
☑
No
☐
OneMain Finance Corporation
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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OneMain Holdings, Inc.: |
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Large accelerated filer |
☑ |
Accelerated filer |
☐
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
Emerging growth company |
☐ |
OneMain Finance Corporation: |
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Large accelerated filer |
☐
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Accelerated filer
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☐
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Non-accelerated filer |
☑ |
Smaller reporting company
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☐ |
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
OneMain Holdings, Inc.
☐
OneMain Finance Corporation
☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
OneMain Holdings, Inc.
☑
OneMain Finance Corporation
☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by checkmark whether the financial statements of the
registrant included in the filing reflect the correction of an
error to previously issued financial statements.
OneMain Holdings, Inc.
☐
OneMain Finance Corporation
☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to
§240.10D-1(b).
OneMain Holdings, Inc.
☐
OneMain Finance Corporation
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
OneMain Holdings, Inc.
Yes
☐
No
☑
OneMain Finance Corporation
Yes
☐
No
☑
The aggregate market value of the voting and non-voting common
equity of OneMain Holdings, Inc. held by non-affiliates as of the
close of business on June 30, 2022 was $4,328,961,278. All of
OneMain Finance Corporation’s common stock is held by OneMain
Holdings, Inc.
At January 31, 2023, there were 120,811,795 shares of OneMain
Holdings, Inc.'s common stock, $0.01 par value,
outstanding.
At January 31, 2023, there were 10,160,021 shares of OneMain
Finance Corporation's common stock, $0.50 par value,
outstanding.
This annual report on Form 10-K (“Annual Report”) is a combined
report being filed separately by two different registrants: OneMain
Holdings, Inc. and OneMain Finance Corporation. OneMain Finance
Corporation’s equity securities are owned directly by OneMain
Holdings, Inc. The information in this Annual Report on Form 10-K
is equally applicable to OneMain Holdings, Inc. and OneMain Finance
Corporation, except where otherwise indicated. OneMain Finance
Corporation meets the conditions set forth in General Instructions
I(1)(a) and (b) of Form 10-K and, to the extent applicable, is
therefore filing this form with a reduced disclosure
format.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12, 13, and 14)
of this Annual Report on Form 10-K is incorporated by reference
from OneMain Holdings, Inc.'s Definitive Proxy Statement for its
2023 Annual Meeting to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A.
TABLE OF CONTENTS
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PART II
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Financial Statements of OneMain Holdings, Inc. and
Subsidiaries: |
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Financial Statements of OneMain Finance Corporation and
Subsidiaries: |
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PART III
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GLOSSARY
Terms and abbreviations used in this report are defined
below.
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Term or Abbreviation |
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Definition |
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30-89 Delinquency ratio |
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net finance receivables 30-89 days past due as a percentage of net
finance receivables |
401(k) Plan |
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OneMain 401(k) Plan |
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ABO |
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accumulated benefit obligation |
ABS |
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asset-backed securities |
Adjusted pretax income (loss) |
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a non-GAAP financial measure used by management as a key
performance measure of our segment |
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AHL |
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American Health and Life Insurance Company, an insurance subsidiary
of OneMain Financial Holdings, LLC |
Annual Report |
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this Annual Report on Form 10-K of OMH and OMFC for the fiscal year
ended December 31, 2022, filed with the SEC on February 10,
2023 |
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ASC |
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Accounting Standards Codification |
ASU |
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Accounting Standards Update |
ASU 2016-13 |
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the accounting standard issued by FASB in June of 2016,
Financial Instruments-Credit Losses: Measurement of Credit Losses
on Financial Instruments
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Average daily debt balance |
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average of debt for each day in the period |
Average net receivables |
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average of monthly average net finance receivables (net finance
receivables at the beginning and end of each month divided by two)
in the period |
Bps |
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basis points |
Base Indenture |
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indenture, dated as of December 3, 2014, by and between OMFC and
Wilmington Trust, National Association, as trustee, and guaranteed
by OMH |
Board |
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the OMH Board of Directors |
C&I |
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Consumer and Insurance |
CDO |
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collateralized debt obligations |
CEO |
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chief executive officer |
CFO |
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chief financial officer |
CFPB |
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Consumer Financial Protection Bureau |
CMBS |
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commercial mortgage-backed securities |
Compensation Committee |
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the committee of the OMH Board of Directors, which oversees OMH's
compensation programs |
Corporate AMT |
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Corporate Alternative Minimum Tax, as implemented by the Inflation
Reduction Act |
COVID-19 |
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the global outbreak of a novel strain of coronavirus, including
variants thereof
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CSR |
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Corporate Social Responsibility |
Dodd-Frank Act |
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the Dodd-Frank Wall Street Reform and Consumer Protection
Act |
DOI |
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Department of Insurance |
ERISA |
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Employee Retirement Income Security Act of 1974 |
ESP Plan |
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OneMain Employee Stock Purchase Plan, effective January 1,
2022 |
Excess Retirement Income Plan |
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Springleaf Financial Services Excess Retirement Income
Plan |
Exchange Act |
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Securities Exchange Act of 1934, as amended |
FASB |
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Financial Accounting Standards Board |
FICO |
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a credit score created by Fair Isaac Corporation |
Fixed charge ratio |
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earnings less income taxes, interest expense, extraordinary items,
goodwill impairment, and any amounts related to discontinued
operations, divided by the sum of interest expense and any
preferred dividends |
GAAP |
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generally accepted accounting principles in the United States of
America |
GAP |
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guaranteed asset protection |
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Term or Abbreviation |
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Definition |
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GLBA |
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Gramm-Leach-Bliley Act |
Gross charge-off ratio |
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annualized gross charge-offs as a percentage of average net
receivables |
Gross finance receivables |
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the unpaid principal balance of our personal loans. For precompute
personal loans, unpaid principal balance is the gross contractual
payments less the unaccreted balance of unearned finance charges.
Credit card gross finance receivables equal the principal balance
and billed interest and fees
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Guaranty Agreements |
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agreements entered into on December 30, 2013 by OMH whereby it
agreed to fully and unconditionally guarantee the payments of
principal, premium (if any), and interest on the Unsecured
Notes |
Indenture |
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the Base Indenture, together with all subsequent Supplemental
Indentures |
Investment Company Act |
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Investment Company Act of 1940 |
IRA |
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Inflation Reduction Act, signed into law on August 16,
2022 |
IRS |
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Internal Revenue Service |
Junior Subordinated Debenture |
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$350 million aggregate principal amount of 60-year junior
subordinated debt issued by OMFC under an indenture dated January
22, 2007, by and between OMFC and Deutsche Bank Trust Company, as
trustee, and guaranteed by OMH |
KBRA |
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Kroll Bond Rating Agency, Inc. |
LIBOR |
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London Interbank Offered Rate |
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Managed receivables |
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consist of our C&I net finance receivables and finance
receivables serviced for our whole loan sale partners |
Military Lending Act |
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governs certain consumer lending to active-duty service members and
covered dependents and limits, among other things, the interest
rate that may be charged |
Moody’s |
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Moody’s Investors Service, Inc. |
NAV |
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net asset valuation |
Net charge-off ratio |
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annualized net charge-offs as a percentage of average net
receivables |
Net interest income |
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interest income less interest expense |
NQDC Plan |
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OneMain Nonqualified Deferred Compensation Plan, effective January
1, 2022 |
ODART |
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OneMain Direct Auto Receivables Trust |
OMFC |
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OneMain Finance Corporation |
OMFG |
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OneMain Financial Group, LLC |
OMFH |
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OneMain Financial Holdings, LLC |
OMFIT |
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OneMain Financial Issuance Trust |
OMFIT 2022-S1 |
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Social Securitization issued on April 27, 2022 in which we issued
$600 million of principal amount of notes backed by personal
loans |
OMH |
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OneMain Holdings, Inc. |
Omnibus Plan |
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OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan, under
which equity-based awards are granted to selected management
employees, non-employee directors, independent contractors, and
consultants
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OneMain |
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OneMain Holdings, Inc. and OneMain Finance Corporation,
collectively with their subsidiaries |
OneMain Acquisition |
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Acquisition of OneMain Financial Holdings, LLC from CitiFinancial
Credit Company, effective November 1, 2015 |
Open accounts |
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consist of credit card accounts that are not charged-off or closed
accounts with a zero balance as of period end |
Other securities |
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primarily consist of equity securities and those securities for
which the fair value option was elected. Other securities recognize
unrealized gains and losses in investment revenues
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Pretax capital generation |
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a non-GAAP financial measure used by management as a key
performance measure of our segment, defined as C&I adjusted
pretax income (loss) excluding the change in C&I allowance for
finance receivable losses
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Private Secured Term Funding |
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$350 million aggregate principal amount of debt collateralized by
our personal loans issued on April 25, 2022 |
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Term or Abbreviation |
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Definition |
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Purchase volume |
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consists of credit card purchase transactions in the period,
including cash advances, net of returns |
Recovery ratio |
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annualized recoveries on net charge-offs as a percentage of average
net receivables |
RMBS |
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residential mortgage-backed securities |
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RSUs |
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restricted stock units |
S&P |
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S&P Global Ratings (formerly known as Standard & Poor’s
Ratings Service) |
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SEC |
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U.S. Securities and Exchange Commission |
Securities Act |
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Securities Act of 1933, as amended |
Segment Accounting Basis |
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a basis used to report the operating results of our C&I segment
and our Other components, which reflects our allocation
methodologies for certain costs and excludes the impact of applying
purchase accounting |
SERP |
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Supplemental Executive Retirement Plan |
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Social Bond |
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$750 million of 3.50% Senior Notes due 2027 issued by OMFC on June
22, 2021 and guaranteed by OMH |
SOFR |
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Secured Overnight Financing Rate |
SpringCastle Portfolio |
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loans the Company previously owned and now services on behalf of a
third party |
Springleaf |
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OMH and its subsidiaries (other than OneMain) |
Stockholders Agreement |
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Amended and Restated Stockholders Agreement dated as of June 25,
2018 between OneMain Holdings, Inc. and OMH Holdings,
L.P. |
Supplemental Indentures |
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collectively, the following supplements to the Base Indenture:
Fourth Supplemental Indenture, dated as of December 8, 2017; Fifth
Supplemental Indenture, dated as of March 12, 2018; Sixth
Supplemental Indenture, dated as of May 11, 2018; Seventh
Supplemental Indenture, dated as of February 22, 2019; Eighth
Supplemental Indenture, dated as of May 9, 2019; Ninth Supplemental
Indenture, dated as of November 7, 2019; Eleventh Supplemental
Indenture, dated as of December 17, 2020; Twelfth Supplemental
Indenture, dated as of June 22, 2021; and Thirteenth Supplemental
Indenture, dated as of August 11, 2021 |
Tangible equity |
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total equity less accumulated other comprehensive income or
loss |
Tangible managed assets |
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total assets less goodwill and other intangible assets |
Tax Act |
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Public Law 115-97 amending the Internal Revenue Code of
1986 |
TDR finance receivables |
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troubled debt restructured finance receivables. Debt
restructuring in which a concession is granted to the borrower
as a result of economic or legal reasons related to the borrower’s
financial difficulties |
TILA |
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Truth In Lending Act |
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Triton |
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Triton Insurance Company, an insurance subsidiary of OneMain
Financial Holdings, LLC |
Trust preferred securities |
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capital securities classified as debt for accounting purposes but
due to their terms are afforded, at least in part, equity capital
treatment in the calculation of effective leverage by rating
agencies |
Unearned finance charges |
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the amount of interest that is capitalized at time of origination
on a precompute loan that will be earned over the remaining
contractual life of the loan |
Unencumbered loans |
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unencumbered gross finance receivables excluding credit
cards |
Unsecured corporate revolver |
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unsecured revolver with a maximum borrowing capacity of $1.25
billion, payable and due on October 25, 2026
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Unsecured Notes |
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the notes, on a senior unsecured basis, issued by OMFC and
guaranteed by OMH |
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VIEs |
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variable interest entities |
VOBA |
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value of business acquired |
Weighted average interest rate |
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annualized interest expense as a percentage of average
debt |
XBRL |
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eXtensible Business Reporting Language |
Yield |
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annualized finance charges as a percentage of average net
receivables |
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Forward-Looking Statements |
This report contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not statements of historical fact,
but instead represent only management’s current beliefs regarding
future events. By their nature, forward-looking statements are
subject to risks, uncertainties, assumptions, and other important
factors that may cause actual results, performance, or achievements
to differ materially from those expressed in or implied by such
forward-looking statements. We caution you not to place undue
reliance on these forward-looking statements, which speak only as
of the date they were made. We do not undertake any obligation to
update or revise these forward-looking statements to reflect events
or circumstances after the date of this report or to reflect the
occurrence of unanticipated events or the non-occurrence of
anticipated events, whether as a result of new information, future
developments, or otherwise, except as required by law.
Forward-looking statements include, without limitation, statements
concerning future plans, objectives, goals, projections,
strategies, events, or performance, and underlying assumptions and
other statements related thereto. Statements preceded by, followed
by or that otherwise include the words “anticipates,” “appears,”
“assumes,” “believes,” “can,” “continues,” “could,” “estimates,”
“expects,” “forecasts,” “foresees,” “goals,” “intends,” “likely,”
“objective,” “plans,” “projects,” “target,” “trend,” “remains,” and
similar expressions or future or conditional verbs such as “could,”
“may,” “might,” “should,” “will,” or “would” are intended to
identify forward-looking statements, but these words are not the
exclusive means of identifying forward-looking statements.
Important factors that could cause actual results, performance, or
achievements to differ materially from those expressed in or
implied by forward-looking statements include, without limitation,
the following:
•adverse
changes and volatility in general economic conditions, including
the interest rate environment and the financial
markets;
•the
sufficiency of our allowance for finance receivable
losses;
•increased
levels of unemployment and personal bankruptcies;
•the
current inflationary environment and related trends affecting our
customers;
•natural
or accidental events such as earthquakes, hurricanes, pandemics,
floods, or wildfires affecting our customers, collateral, or our
facilities;
•a
failure in or breach of our information, operational or security
systems, or infrastructure or those of third parties, including as
a result of cyber-attacks, war, or other disruptions;
•the
adequacy of our credit risk scoring models;
•risks
associated with the coronavirus (“COVID-19”) pandemic and the
measures taken in response thereto;
•geopolitical
risks, including recent geopolitical actions outside the
U.S.;
•adverse
changes in our ability to attract and retain employees or key
executives;
•increased
competition or adverse changes in customer responsiveness to our
distribution channels or products;
•changes
in federal, state, or local laws, regulations, or regulatory
policies and practices or increased regulatory scrutiny of our
industry;
•risks
associated with our insurance operations;
•the
costs and effects of any actual or alleged violations of any
federal, state, or local laws, rules or regulations;
•the
costs and effects of any fines, penalties, judgments, decrees,
orders, inquiries, investigations, subpoenas, or enforcement or
other proceedings of any governmental or quasi-governmental agency
or authority;
•our
substantial indebtedness and our continued ability to access the
capital markets and maintain adequate current sources of funds to
satisfy our cash flow requirements;
•our
ability to comply with all of our covenants; and
•the
effects of any downgrade of our debt ratings by credit rating
agencies.
We also direct readers to the other risks and uncertainties
discussed in Part I - Item 1A. “Risk Factors” of this report and in
other documents we file with the SEC.
If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, our actual results may vary materially from what we may
have expressed or implied by these forward-looking statements. You
should specifically consider the factors identified in this report
and in the documents we file with the SEC that could cause actual
results to differ before making an investment decision to purchase
our securities and should not place undue reliance on any of our
forward-looking statements. Furthermore, new risks and
uncertainties arise from time to time, and it is impossible for us
to predict those events or how they may affect us.
PART I - FINANCIAL INFORMATION
BUSINESS OVERVIEW
This report combines the Annual Reports on Form 10-K for the year
ended December 31, 2022 for OneMain Holdings, Inc. (“OMH”), a
publicly held financial service holding company, and its wholly
owned direct subsidiary, OneMain Finance Corporation (“OMFC”). OMFC
is the issuing entity of our outstanding public debt securities and
all of OMFC’s common stock is owned by OMH. The information in this
combined report is equally applicable to OMH and OMFC, except where
otherwise indicated. OMH and OMFC are referred to in this report,
collectively with their subsidiaries, whether directly or
indirectly owned, as “the Company,” “OneMain,” “we,” “us,” or
“our.”
As one of the nation’s leaders in offering nonprime customers
responsible access to credit, we:
•provide
responsible personal loan products;
•offer
credit card products;
•offer
optional credit insurance and other products;
•offer
a customer-focused financial wellness program;
•service
loans owned by us and third parties;
•pursue
strategic acquisitions and dispositions of assets and businesses,
including loan portfolios or other financial assets;
and
•may
establish joint ventures or enter into other strategic
alliances.
We provide origination, underwriting, and servicing of personal
loans, primarily to nonprime customers. In addition, we offer two
credit cards, BrightWay and BrightWay+, through a third-party bank
partner from which we purchase the receivable balances. We believe
we are well positioned for future growth with an experienced
management team, proven access to the capital markets, and strong
demand for consumer credit. At December 31, 2022, we had $20.0
billion of finance receivables due from approximately
2.47 million customer accounts. We also service personal loans
for our whole loan sale partners. At December 31, 2022, we managed
a combined total of 2.56 million customer accounts and $20.8
billion of managed receivables.
Our branch network of approximately 1,400 locations in 44 states is
staffed with expert personnel and is complemented by our online
lending and servicing capabilities and centralized operations
staff, which allow us to serve customers in person, digitally, and
over the phone. Our digital platform provides our current and
prospective customers with the option of applying for our products
via our website,
www.omf.com.
INDUSTRY AND MARKET OVERVIEW
We operate in the consumer finance industry serving consumers who
have limited access to credit from banks, credit card companies,
and other traditional lenders. Using third party market data as of
December 2022 and internally aligning to our current product
offerings and customer credit scores, we estimate U.S. nonprime
consumers collectively have approximately $1.2 trillion of
outstanding borrowings in the form of personal loans, auto loans
and leases, and credit cards. We believe this large market provides
us with an attractive growth opportunity.
We are one of the few national participants in the consumer
installment lending industry. Our national branch network and
digital platform, combined with our centralized operational
capabilities, provide an opportunity to serve this market
efficiently and responsibly. In addition, credit card offerings
continue to deepen our existing customer relationships, attract new
customers, and furthers our vision to become the lender of choice
for nonprime customers. We believe we are well-positioned to
capitalize on the significant growth and expansion opportunity
within our industry. See also “Competition” included in this
report.
SEGMENT
Consumer and Insurance
At December 31, 2022, Consumer and Insurance (“C&I”) was our
only reportable segment. We originate and service secured and
unsecured personal loans, offer credit cards, and provide optional
credit and non-credit insurance and related products through our
branch and centralized operations as well as our digital platform.
Personal loan origination and servicing, credit cards, and
insurance products form the core of our operations.
Our insurance business is conducted through our wholly owned
insurance subsidiaries, American Health and Life Insurance Company
(“AHL”) and Triton Insurance Company (“Triton”). AHL is a life and
health insurance company licensed in 49 states, the District of
Columbia, and Canada to write credit life, credit disability, and
non-credit insurance products. Triton is a property and casualty
insurance company licensed in 50 states, the District of Columbia,
and Canada to write credit involuntary unemployment, credit
disability, and collateral protection insurance. See Note 10 of the
Notes to the Consolidated Financial Statements included in this
report for further information on our insurance
business.
Products and Services.
Our personal loan business comprises products and services that
have performed well through various market conditions. Our personal
loans are non-revolving, with a fixed rate, have fixed terms
generally between three to six years, and are secured by
automobiles, other titled collateral, or are unsecured. Our loans
have no pre-payment penalties. Credit cards are open-ended,
revolving, with a fixed rate, and are unsecured.
We offer the following optional credit insurance products to our
customers:
•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.
•Credit
disability insurance
— Provides scheduled monthly loan payments to the lender during
borrower’s disability due to illness or injury.
•Credit
involuntary unemployment insurance
— Provides scheduled monthly loan payments to the lender during
borrower’s involuntary unemployment.
We offer optional non-credit insurance policies, which are
primarily traditional level-term life policies with very limited
underwriting.
We offer optional membership plans from an unaffiliated company. We
have no direct risk of loss on these membership plans, and these
plans are not considered insurance products. We recognize income
from this product in Other revenues
— other in our consolidated statements of operations. The
unaffiliated company providing these membership plans is
responsible for any required reimbursement to the
customer.
We also offer Guaranteed Asset Protection (“GAP”) coverage as a
waiver product or insurance. GAP provides coverage in an event of a
total loss to the auto, covering all or part of the difference
between what the customer owes on their auto loan and the payment
amount made by the customer’s primary auto insurance.
Should a customer fail to maintain required insurance on property
pledged as collateral for the finance receivable, we obtain
collateral protection insurance, at the customer’s expense, that
protects the value of that collateral.
Customer Development.
We staff each of our branch locations with local well-trained
personnel, including professionals who have significant experience
in the industry. Our business benefits from an origination and
servicing process that leverages our local community presence. Our
customers often develop a relationship with their local office
representatives, which we believe not only improves the credit
performance of our personal loans but also improves customer
loyalty and the longer term relationship.
We solicit customers through a variety of channels, including but
not limited to direct mail offers, targeted online advertising,
search engines, e-mail, and internet loan aggregators. We use
proprietary modeling, along with data purchased from credit
bureaus, alternative data providers, and our existing
data/experience to acquire and develop new and profitable customer
relationships.
Our digital platform allows current and prospective customers the
ability to apply for and close a personal loan online, at
www.omf.com.
Our digital user experience includes video, chat, and co-browsing
with customers. These tools simplify and optimize the customer
experience.
During 2022, we continued to offer borrowers an option to close
remotely through our digital platform without coming into a branch
location. Our applications, regardless of whether they are
completed in person, over the phone, or online, go through our
best-in-class underwriting processes, including an ability-to-pay
assessment, monthly budgeting, income verification, and centralized
automated credit decisioning. Our goal is to continue to improve
the way we serve our customers and extend responsible credit, so
customers are able to repay their loans.
Credit Risk.
Credit quality is driven by our long-standing underwriting
philosophy, which considers a prospective customer’s willingness to
pay and the capacity to repay the personal loan. We use credit risk
scoring models at the time of the credit application to assess the
applicant’s likelihood of repaying the loan. We develop these
models using numerous factors, including past customer credit
repayment experience and application data, and periodically
revalidate these models based on recent portfolio performance. Our
underwriting process for our personal loans also includes an
assessment of the applicant’s income and expenses to ensure he or
she has the capacity to repay the loan. We obtain a security
interest in titled property for our secured personal
loans.
Our customers are primarily considered nonprime and therefore are a
higher credit risk, and often require significantly higher levels
of servicing than prime customers. As a result, we generally charge
these customers higher interest rates. We may extend the
opportunity of a deferment to customers when they are experiencing
a temporary financial hardship. The account is brought current
after granting the deferment. To assess whether a borrower’s
financial difficulties are temporary, we review the terms of each
deferment to evaluate the borrower’s financial ability to repay the
loan. Following this analysis, if we believe a borrower’s financial
difficulties are not temporary, we will not grant deferment, and
the loans may continue to age until they are charged off. For
borrowers that do not meet the qualifications of a deferment, we
may also offer a re-age or a modification of loan terms. A re-age
is intended to assist delinquent customers who have experienced
financial difficulties but have demonstrated both an ability and a
willingness to repay their loan. After the re-age, the customer’s
account status is brought current.
Account Servicing.
Account servicing and collections for our finance receivables are
handled at the branch location, in our centralized service centers,
through our digital platform, or third-party servicers. Servicing
and collection activity is conducted and documented on systems that
log and maintain a permanent record of all transactions and may
also be used to assess a customer’s application. The systems permit
branch office management to review the individual and collective
performance of branch locations for which they are
responsible.
CENTRALIZED OPERATIONS
We continually seek to identify functions that could be more
effective if centralized to achieve reduced costs or free our
lending specialists to service our customers and market our
products. Our centralized operational functions support the
following:
•soliciting
business;
•processing
payments;
•originating
personal loans;
•issuing
and servicing optional insurance products;
•servicing
of certain delinquent personal loans;
•managing
bankruptcy process for loans in Chapter 7, 11, 12 and 13
proceedings;
•managing
litigation requests against delinquent borrowers;
•tracking
collateral protection insurance;
•repossessing
and re-marketing of titled collateral;
•supervising
sales and retention of customers; and
•managing
charge-off recovery operations.
We currently have servicing facilities in Mendota Heights,
Minnesota; Tempe, Arizona; London, Kentucky; Evansville, Indiana;
Fort Mill, South Carolina; and Fort Worth, Texas. We believe these
facilities position us for additional portfolio purchases and/or
fee-based servicing, as well as additional flexibility in the
servicing of our lending products.
OPERATIONAL CONTROLS
We continuously strive to strengthen our system of internal
controls to ensure compliance with laws, rules, and regulations,
and to improve the oversight of our operations. We evaluate
internal systems, processes, and controls to mitigate operational
risk and control and monitor our businesses through a variety of
methods including the following:
•our
operational policies and procedures that standardize various
aspects of lending and collections;
•our
branch finance receivable systems control loan size, interest
rates, maturity dates, and fees of our customers’ accounts; create
loan documents specific to the state in which the branch location
operates or to the customer’s location if the loan is made
electronically through our centralized operations; and control cash
receipts and disbursements;
•our
accounting personnel reconcile bank accounts, investigate
discrepancies, and resolve differences;
•our
credit risk management system reports allow us to track individual
branch location performance and to monitor lending and collection
activities;
•our
privacy and information security incident response plan establishes
a privacy and information security response team that responds to
information security incidents by identifying, evaluating,
responding to, investigating, and resolving information security
incidents impacting our information systems;
•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;
•our
branch operations management structure, Regional Quality
Coordinators, and Compliance Field Examination teams are designed
to oversee a large, decentralized organization with succeeding
levels of supervision and are staffed with experienced
personnel;
•our
branch and central operations compensation plans are based on
credit quality and compliance, and are regularly reviewed for
consistency with overall corporate goals and customer
service;
•our
compliance department assesses our compliance with federal and
state laws and regulations and our internal policies and
procedures; oversees training to ensure team members have a
sufficient level of understanding of such laws, regulations,
policies, and procedures that impact their job responsibilities;
and manages our state regulatory examination process;
•our
Executive Office of Customer Care maintains our consumer complaint
resolution and reporting process; and
•our
internal audit department audits our business for adherence to
operational policies and procedures, and compliance with federal
and state laws and regulations.
PRIVACY, DATA PROTECTION, AND CYBERSECURITY
Regulatory and legislative activity in the areas of privacy, data
protection, and cybersecurity continues to increase worldwide. We
have established policies and practices that provide a framework
for compliance with applicable privacy, data protection, and
cybersecurity laws and work to meet evolving customer privacy
expectations. Our regulators are increasingly focused on ensuring
that these policies and practices are adequate, including providing
consumers with choices, if required, about how we use and share
their information and ensuring that we appropriately safeguard
their personal information and account access.
Our consumer businesses are subject to the privacy, disclosure, and
safeguarding provisions of the Gramm-Leach-Bliley Act ("GLBA") and
Regulation P, which implements the statute. Among other things, the
GLBA imposes certain limitations on our ability to share customers’
nonpublic personal information with nonaffiliated third parties
and, pursuant to the Federal Trade Commission’s Safeguards Rule,
requires us to develop, implement, and maintain a written
comprehensive cybersecurity program containing safeguards that are
appropriate to the size and complexity of our business, the nature
and scope of our activities, and the sensitivity of customer
information that we process. In December 2021, the Federal Trade
Commission published amendments to its Safeguards Rule that
prescribe more specific administrative and technical requirements
for a financial institution’s information security program. Various
states also have adopted laws, rules, and regulations pertaining to
privacy and/or cybersecurity that may be as, or more stringent and
expansive than federal requirements. These state laws include the
California Consumer Privacy Act (as amended by the California
Privacy Rights Act of 2020) and the New York Cybersecurity
Regulation. Certain of these requirements may apply to the personal
information of our employees and contractors as well as to our
customers. Various U.S. federal, state, and territory regulators
have also enacted data security breach notification requirements
that are applicable to us.
OneMain has an enterprise risk framework which includes
cybersecurity as a key potential risk area. The information
security program has policies and procedures to identify
cybersecurity threats with corresponding practices undertaken to
prevent, detect, and minimize effects of cybersecurity incidents.
The Chief Information Security Officer reports to the OMH Board of
Directors (the “Board”) on the information security program at
least annually and reports any material cyber incident when
appropriate.
REGULATION
Federal Laws
Various federal laws and regulations govern loan origination,
servicing, and collections, including:
•the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the
"Dodd-Frank Act") (which, among other things, created the Consumer
Finance Protection Bureau (“CFPB”));
•the
Equal Credit Opportunity Act (which, among other things, prohibits
discrimination against creditworthy applicants) and Regulation B,
which implements this statute;
•the
Fair Credit Reporting Act (which, among other things, governs the
use of credit bureau reports and reporting information to credit
bureaus) and Regulation V, which implements this
statute;
•the
Truth in Lending Act (which, among other things, governs disclosure
of applicable charges and other terms of consumer credit) and
Regulation Z, which implements this statute;
•the
Fair Debt Collection Practices Act (which, among other things,
governs practices in collecting certain debts) and Regulation F,
which implements this statute;
•the
Gramm-Leach-Bliley Act (which, among other things, governs the
handling of personal financial information) and Regulation P, which
implements this statute;
•the
Military Lending Act (which, among other things, governs certain
consumer lending to active-duty military servicemembers and their
spouses and covered dependents, and limits the interest rate and
certain fees, charges and premium they may be charged on certain
loans);
•the
Servicemembers Civil Relief Act (which, among other things, can
impose limitations on the interest rate and the servicer’s ability
to collect on a loan originated with an obligor who is on
active-duty status and up to nine months thereafter);
•the
Real Estate Settlement Procedures Act (which regulates the making
and servicing of closed end residential mortgage loans) and
Regulation X, which implements this statute;
•the
Federal Trade Commission’s Consumer Claims and Defenses Rule, also
known as the “Holder in Due Course” Rule (which, among other
things, allows a consumer to assert, against the assignees of
certain credit contracts, certain claims that the consumer may have
against the originator of the credit contracts); and
•the
Federal Trade Commission Act (which, among other things, prohibits
unfair and deceptive acts and practices).
The Dodd-Frank Act and the regulations promulgated thereunder have
affected and are likely in the future to affect our operations in
terms of increased oversight of financial services products by the
CFPB and the imposition of restrictions on the terms of certain
loans. Among regulations the CFPB has promulgated are mortgage
servicing regulations that are applicable to the remaining real
estate loan portfolio serviced by or for OneMain. The CFPB has
significant authority to implement and enforce federal consumer
finance laws, including the protections established in the
Dodd-Frank Act, as well as the authority to identify and prohibit
unfair, deceptive, and abusive acts and practices. In addition,
under the Dodd-Frank Act, securitizations of loan portfolios are
subject to certain restrictions and additional requirements,
including requirements that the originator retain a portion of the
credit risk of the securities sold and the reporting of buyback
requests from investors. We also utilize third-party debt
collectors and will continue to be responsible for oversight of
their procedures and controls, as they pertain to our collection
activities.
The CFPB has enforcement authority with respect to various federal
consumer protection laws for some providers of consumer financial
products and services, such as any nonbank that it has reasonable
cause to determine has engaged or is engaging in conduct that poses
risks to consumers with regard to consumer financial products or
services. In addition to the authority to bring nonbanks under the
CFPB’s supervisory authority based on risk determinations, the CFPB
also has authority under the Dodd-Frank Act to supervise nonbanks,
regardless of size, in certain specific markets, such as mortgage
companies (including mortgage originators, brokers, and servicers)
and payday lenders. Currently, the CFPB has supervisory authority
over the Company with respect to mortgage servicing and mortgage
origination, which allows the CFPB to conduct an examination of our
mortgage servicing practices and our prior mortgage origination
practices.
The Dodd-Frank Act also gives the CFPB supervisory authority over
entities that are designated as “larger participants” in certain
financial services markets, including the auto financing market and
the consumer installment lending market. On June 30, 2015, the CFPB
published its final rule for designating “larger participants” in
the auto financing market. With the adoption of this regulation, we
are considered a larger participant in the auto financing market
and are subject to supervision and examination by the CFPB of our
auto loan business, consisting of loans for the purchase of autos,
and refinances of such loans. In addition, in its Spring 2018
rulemaking agenda, the CFPB stated that it had decided to classify
as “inactive” certain rulemakings previously identified in the
expectation that the final decisions on proceeding will be made by
the next permanent director. A larger-participant rule for consumer
installment loans was one of the rulemaking initiatives designated
as inactive. It is not known if or when the CFPB may consider
reactivating the rulemaking process for the larger-participant rule
for consumer installment loans.
The investigation and enforcement provisions of Title X of the
Dodd-Frank Act may adversely affect our business if the CFPB or one
or more state attorneys general or state regulators believe that we
have violated any federal consumer financial protection laws,
including the prohibition in Title X against unfair, deceptive, or
abusive acts or practices. The CFPB is authorized to conduct
investigations to determine whether any person is engaging in, or
has engaged in, conduct that violates federal consumer financial
protection laws, and to initiate enforcement actions for such
violations, regardless of its direct supervisory authority.
Investigations may be conducted jointly with other regulators. The
CFPB has the authority to impose monetary penalties for violations
of federal consumer financial laws, require remediation of
practices, and pursue administrative proceedings or litigation for
violations of federal consumer financial laws (including the CFPB’s
own rules). In these proceedings, the CFPB can obtain cease and
desist orders (which can include orders for restitution or
rescission of contracts, as well as other kinds of affirmative
relief) and monetary penalties for violations of law, as well as
reckless or knowing violations of federal consumer financial laws
(including the CFPB’s own rules). Also, the Dodd-Frank Act empowers
state attorneys general and state regulators to bring civil actions
against state-chartered companies, among others, for enforcement of
the provisions of Title X of the Dodd-Frank Act, including CFPB
regulations issued under Title X, and to secure remedies provided
under Title X or other law.
The Dodd-Frank Act also requires that a securitizer generally
retain not less than 5% of the credit risk for certain types of
securitized assets that are created, transferred, sold, or conveyed
through issuance of asset-backed securities with an exception for
securitizations that are wholly composed of “qualified residential
mortgages.” The risk retention requirement has reduced the amount
of financing typically obtained from our securitization
transactions and has imposed compliance costs on our
securitizations and costs with respect to certain of our financing
transactions. With respect to each financing transaction that is
subject to the risk retention requirements of the Dodd-Frank Act,
we either retain at least 5% of the balance of each such class of
debt obligations and at least 5% of the residual interest in each
related VIE or retain at least 5% of the fair value of all ABS
interests (as defined in the risk retention requirements), which is
satisfied by retention of the residual interest in each related
VIE, which, in each case, collectively, represents at least 5% of
the economic interest in the credit risk of the securitized assets
in satisfaction of the risk retention requirements.
State Laws
Various state laws and regulations also govern loan originations,
servicing, and collections. Many states have laws and regulations
that are similar to the federal laws referred to above, but the
degree and nature of such laws and regulations vary from state to
state. While federal laws preempt similar state laws in some
instances, many times compliance with state laws and regulations is
still required.
In general, these additional state laws and regulations, under
which we conduct a substantial amount of our lending
business:
•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 (which, in some states, requires
licensing of individuals who perform real estate loan
modifications);
•require
the filing of reports with regulators and compliance with state
regulatory capital requirements;
•impose
maximum term, amount, interest rate, and limit other
charges;
•impose
consumer privacy rights and other obligations that may require
us to notify customers, employees, state attorneys general,
regulators, and others in the event of a security
breach;
•regulate
whether and under what circumstances we may offer insurance and
other optional products in connection with a lending transaction;
and
•provide
for additional consumer protections.
There is a clear trend of increased state regulation on loan
origination, servicing and collection, as well as more detailed
reporting, more detailed examinations, and coordination of
examinations among the states.
State authorities also regulate and supervise our insurance
business. The extent of such regulation varies by product and by
state, but relates primarily to the following:
•licensing;
•conduct
of business, including marketing and sales practices;
•periodic
financial and market conduct examination of the affairs of
insurers;
•form
and content of required financial reports;
•standards
of solvency;
•limitations
on the payment of dividends and other affiliate
transactions;
•types
of products offered;
•approval
of policy forms and premium rates;
•formulas
used to calculate any unearned premium refund due to an insured
customer;
•permissible
investments;
•deposits
of securities for the benefit of policyholders;
•reserve
requirements for unearned premiums, losses, and other purposes;
and
•claims
processing.
Canadian Laws
The Canadian federal and provincial insurance regulators regulate
and supervise the insurance made available to borrowers through a
third-party Canadian lender. Its regulation and supervision relate
primarily to the following:
•licensing;
•conduct
of business, including marketing and sales practices;
•periodic
financial and market conduct examination of the affairs of
insurers;
•form
and content of required financial reports;
•standards
of solvency;
•limitations
on the payment of dividends and other affiliate
transactions;
•types
of products offered; and
•reserve
requirements for unearned premiums, losses, and other
purposes.
COMPETITION
We operate primarily in the consumer lending industry. We focus on
serving the nonprime customer through our national branch network,
online, and over the phone.
We have a number of local, regional, national, and digital
competitors in the consumer installment lending industry that seek
to
serve the same consumers that we serve. These competitors are
various types of financial institutions that operate within our
geographic network and over the internet that offer similar
products and services. We believe that competition between consumer
installment lenders occurs primarily on the basis of customer
experience, price, speed of service, flexibility of loan terms
offered, and operational capability.
Our credit cards compete with many local, regional, and national
issuers in the highly competitive credit card industry that seek to
serve the same consumers that we serve. We believe that competition
between credit card issuers occurs primarily on the basis of
customer experience, price, credit limit, rewards programs, and
service quality.
We believe that we possess several competitive strengths that allow
us to compete effectively with other lenders in our industry. We
utilize an omnichannel operating model, including a digital lending
footprint and a branch network rooted in local communities. Our
national branch network serves as a proven distribution channel. We
also have proven analytics that allow us to have strong loss
performance through economic cycles. We believe our deep
understanding of local markets and customers, together with our
proprietary underwriting process, sophisticated data analytics, and
decisioning tools allow us to price, manage, and monitor risk
effectively through changing economic conditions.
SEASONALITY
See “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Seasonality” included in this report for
discussion of our seasonal trends.
HUMAN CAPITAL
Overview
OneMain is dedicated to providing lending solutions to help
hardworking Americans improve their financial well-being by
offering products that are designed to be the starting point for
their financial stability and growth. As of December 31, 2022, we
had over 9,200 employees. Our commitment to help our community
starts with our own team members. We believe in putting people
first with our focus on recruiting, developing, and supporting our
team members that reflect and celebrate the communities in which we
operate. In addition, we believe a diverse talent pool and
inclusive work environment makes us stronger, helps us fulfill our
Company’s mission, and meaningfully connects us with the customers
and communities we serve. Finally, we believe that integrity,
transparency, and respect are at the heart of our success, and that
these ethical values must inform every interaction we have with
customers and with each other.
Diversity and Inclusion
At OneMain, diversity and inclusion lead the way for recruitment
and retention. We strive to recruit, train, and retain outstanding,
diverse team members that believe in our mission, live our values,
and go the extra mile for our customers. Our inclusive culture
allows team members at all levels of the organization to further
their careers and achieve both their personal and professional
goals. Our Diversity Council is sponsored by our Chief Executive
Officer and our Chief Human Resources Officer. Council members
represent a cross section of leadership in various roles and
geographies who provide thought leadership and champion internal
and external diversity initiatives in support of the organization.
Our diversity strategy, which we treat as an important business
priority, has three pillars: (i) hiring and retaining diverse
talent, (ii) talent pipeline and progression, and (iii) creating a
culture of inclusion. We partner with organizations, including
Veteran Job Mission and Direct Employers Association, to help
recruit a diverse workforce. All OneMain leaders and team members
receive unconscious-bias training aimed at creating a positive,
inclusive work environment.
We require diverse candidates (women or minorities) to be
considered for all leadership roles. This commitment to diversity
begins with the Board, whose membership includes 50% ethnic or
racial minorities and 25% women. OneMain’s 2021 U.S. Equal
Employment Opportunity (“EEO-1”) Report is available on our
Investor Relations website, further demonstrating our commitment to
accountability and transparency.
All managers are accountable for attracting and retaining
high-quality, diverse talent, and creating a respectful, inclusive
work environment as part of their goals and our leadership
attributes. In addition, each year team members have the
opportunity to provide candid feedback in an Employee Engagement
Survey on how engaged they are and how enabled they feel in their
roles at OneMain. As of December 31, 2022, 88% of team members
participated in the annual Employee Engagement Survey.
Talent Retention and Development
We believe that motivated and engaged team members are more
productive, innovative, and collaborative, which in turn helps
consistently deliver an excellent customer experience. OneMain
equips each team member at all levels of our organization with the
tools and support, both personal and professional, to further their
careers. We empower our employees to learn new skills, meet
personalized development goals, and grow their careers. Team
members are guided through their performance management with
regular goal setting and coaching. OneMain conducts regular
employee trainings, including Continuing Professional Education and
leadership development at each level. OneMain maintains a Women’s
Leadership Development program, a Diverse Talent Leadership
program, a training program on mitigating unconscious bias for all
team members, allyship training for managers, a Day of Inclusion
virtual series, and partners with PFLAG, an organization dedicated
to supporting, educating, and advocating for LGBTQ+ people and
their families, to offer Straight for Equality development
sessions. We continue to invest in our employees and believe
training and professional development is critical to maintaining
our talent competitiveness and providing best-in-class service for
our customers.
Compensation and Benefits
We offer a total rewards package, which includes competitive
compensation, incentives, and comprehensive benefits that will
attract, retain, and motivate talent within our organization. Our
compensation and benefits package includes competitive pay,
healthcare, retirement benefits, as well as paid time off and
holidays, parental leave, disability benefits, military leave, and
paid development and volunteer time off, along with other benefits
and employee resources.
Human Rights
OneMain recognizes our responsibility to help protect and promote
human rights, and we strive to meet our responsibility to respect
human rights with our team members, customers, and the communities
we serve. A copy of our Human Rights Statement is available on our
Investor Relations website.
CORPORATE SOCIAL RESPONSIBILITY
Our approach to corporate social responsibility (“CSR”) is a
natural extension of our mission to continue to support and improve
the financial well-being of our customers, communities, and team
members. We are mindful of challenges faced by our customers and
continue to prioritize offering them support through our borrower
assistance programs. We also contributed to support financial
literacy, community and economic development, pandemic relief, and
racial and social justice initiatives.
In 2022, we built on the important enhancements we have made to our
environmental, social and governance (“ESG”) strategy. Our ESG
strategy is guided by three priorities: building trust and strong
relationships with our stakeholders, providing responsible lending
solutions, and contributing to our communities through education,
financial wellness, and volunteerism.
In 2021, with the support of our Chief Executive Officer (“CEO”),
leadership, and investors, we created our ESG Executive Council.
This diverse group of five senior executives, appointed by the CEO,
reports directly to the Nominating and Corporate Governance
Committee of the Board on ESG issues. These senior executives each
hold responsibility for different ESG workstreams. The increased
oversight by these leaders reflects the Company’s commitment to
monitoring ESG matters and risks for potential impact on the
Company and the consumer lending industry, as well as potential
opportunities that we may gain through proactive identification of
ESG issues.
In June 2021, OMFC issued its inaugural Social Bond, with the net
proceeds committed to serving credit-disadvantaged communities
around the country. Furthermore, at least 75% of the loans funded
by the Social Bond are allocated to women or minority borrowers as
outlined in OneMain’s Social Bond Framework. In April 2022, OMFC
completed its first social securitization in which we issued $600
million principal amount of notes backed by personal loans made to
individuals with mailing addresses containing zip codes in rural
communities, with 75% of such loans made to borrowers with annual
net income of $50,000 or less. Our social debt issuances reinforce
our commitment to financial inclusion and providing
underrepresented communities with access to safe, affordable
credit. They also provide concrete and measurable funding vehicles
to advance the Company’s social responsibility program. Additional
information regarding our Social Bonds and Social Bond Framework is
available on our Investor Relations website.
We continue to advance our mission to improve the financial
well-being of hardworking Americans, particularly those in
underserved communities. In 2022, we made a $50 million commitment
to support minority depository institutions and a military veteran
owned and operated investment bank supporting job placement and
transition services for veterans.
As part of our commitment to financial wellness, Credit Worthy by
OneMain Financial is a $4 million commitment with strategic partner
EVERFI, a global social-impact technology provider, to develop and
distribute free, digital financial education to high schools
nationwide over four academic school years. In 2022, we delivered
the curriculum to more than 2,000 schools and 130,000 students. The
curriculum is designed to drive meaningful social impact in
communities by teaching high school students about building credit
and managing debt. Through interactive virtual and in-person
classroom sessions, Credit Worthy helps students start early on the
path to financial wellness. More than half of the schools using the
digital curriculum during the academic year were low-to-moderate
income. As part of Credit Worthy by OneMain Financial, we will
award up to $300,000 in scholarships over four years.
As part of our commitment to social responsibility, we are focused
on sustainable growth and our carbon footprint. For additional
information regarding our commitments to support our customers,
communities, team members, and our corporate environment, please
refer to our 2021 ESG report, which is available on our Investor
Relations website.
AVAILABLE INFORMATION
OMH and OMFC file annual, quarterly, current reports, and other
information with the SEC. OMH also files proxy statements. The
SEC’s website,
www.sec.gov,
contains these reports and other information that registrants
(including OMH and OMFC) file electronically with the
SEC.
These reports are also available free of charge through our
website,
www.omf.com
under “Investor Relations,” as soon as reasonably practicable after
we file them with, or furnish them to, the SEC.
In addition, OMH's Code of Business Conduct and Ethics (the “Code
of Ethics”), Code of Ethics for Principal Executive and Senior
Financial Officers (the “Financial Officers’ Code of Ethics”),
Corporate Governance Guidelines and the charters of the committees
of the Board are posted on our website at
www.omf.com
under “Investor Relations”
and printed copies are available upon request.
We intend to disclose any material amendments to or waivers of OMH
Code of Ethics and Financial Officers’ Code of Ethics requiring
disclosure under applicable SEC or NYSE rules on our website within
four business days of the date of any such amendment or waiver in
lieu of filing a Form 8-K pursuant to Item 5.05
thereof.
The information on, or that is accessible through, our website is
not incorporated by reference into this report. The website
addresses listed in this Item are provided for the information of
the reader and are not intended to be active links.
We face a variety of risks that are inherent in our business. In
addition to the factors discussed in this report and in other
documents we file with the SEC that could adversely affect our
businesses, financial condition, and results of operations, new
risks may emerge at any time, and we cannot predict those risks or
estimate the extent to which they may affect our business or
financial performance. Therefore, the risk factors below should not
be considered a complete list of potential risks that we may
face.
Any risk factor described in this Annual Report on Form 10-K or in
any of our other SEC filings could by itself, or together with
other factors, materially adversely affect our liquidity,
competitive position, business, reputation, results of operations,
or financial condition, including by materially increasing our
expenses or decreasing our revenues, which could result in material
losses.
RISKS RELATED TO OUR BUSINESS
Our financial condition and results of operations and our
borrowers’ ability to make payments on their loans have been, and
may in the future be, adversely affected by economic conditions and
other factors that we cannot control.
Uncertainty and deterioration in general economic conditions in the
U.S. and abroad historically have created a difficult operating
environment for consumer lending. Many factors, including factors
that are beyond our control, may impact our financial condition or
results of operations and/or affect our borrowers’ willingness or
capacity to make payments on their loans. These factors include:
unemployment levels, housing markets, energy costs, inflation, and
interest rates; events such as natural disasters, acts of war,
terrorism, or catastrophes; events that affect our borrowers, such
as major medical expenses, divorce, or death; and the quality of
any collateral underlying our finance receivables. If we experience
a future economic downturn, or if we become affected by other
events beyond our control, we may experience increased credit
risks, significant reductions in revenues, earnings and cash flows,
difficulties accessing capital, and a deterioration in the value of
our investments.
Moreover, our customers are primarily nonprime borrowers, who have
historically been more likely to be affected, or more severely
affected, by adverse macroeconomic conditions than prime borrowers.
If a borrower defaults on a finance receivable held directly by us,
we will bear a risk of loss of principal to the extent of any
deficiency between the value of the collateral, if any, and the
outstanding principal and accrued but unpaid interest on the
finance receivable, which could adversely affect our cash flows
from operations. The cost to service our loans may also increase
without a corresponding increase in our finance charge
income.
We also are exposed to geographic customer concentration risk. An
economic downturn or catastrophic event that disproportionately
affects certain geographic regions could materially and adversely
affect our business, financial condition, and results of
operations, including the performance of our finance receivables
portfolio. See Note 4 of the Notes to the Consolidated Financial
Statements included in this report for quantification of our
largest concentrations of net finance receivables.
We cannot give assurance that our policies and procedures for
underwriting, processing, and servicing personal loans or credit
cards will adequately adapt to adverse economic or other changes.
If we fail to adapt to changing economic conditions or other
factors, or if such changes adversely affect our borrowers’
willingness or capacity to repay their loans, our financial
condition, results of operations, and liquidity would be materially
adversely affected.
If our estimates of allowance for finance receivable losses are not
adequate to absorb actual losses, our provision for finance
receivable losses would increase, which could adversely affect our
results of operations.
We maintain an allowance for finance receivable losses, which is a
critical accounting estimate and requires us to use significant
estimates and assumptions to determine the appropriate level of
allowance. To estimate the appropriate level of allowance for
finance receivable losses, we consider known and relevant internal
and external factors that affect finance receivable collectability,
including the total amount of finance receivables outstanding,
historical finance receivable charge-offs, our current collection
patterns, and current and forecasted economic trends. Our
methodology for establishing our allowance for finance receivable
losses is based on the guidance from Accounting Standards
Codification (“ASC”) 326,
Financial Instruments – Credit Losses,
which requires us to measure expected credit losses for financial
assets at each reporting date. The allowance is primarily based on
historical experience, current conditions, and our reasonable and
supportable forecast of economic conditions. If customer behavior
changes as a result of economic conditions and if we are unable to
accurately
predict how the unemployment rates, and general economic conditions
may affect our allowance for finance receivable losses, our
allowance for finance receivable losses may be inadequate. Our
allowance for finance receivable losses is an estimate, and if
actual finance receivable losses are materially greater than our
allowance for finance receivable losses, our results of operations
could be adversely affected. Neither state regulators nor federal
regulators oversee our allowance for finance receivable
losses.
Our valuations may include methodologies, models, estimations, and
assumptions that are subject to differing interpretations and could
result in changes to financial assets and liabilities that may
materially adversely affect our financial condition and results of
operations.
We use estimates, assumptions, and judgments when certain financial
assets and liabilities are measured and reported at fair value.
Fair values and the information used to record valuation
adjustments for certain assets and liabilities are based on quoted
market prices and/or other observable inputs provided by
independent third-party sources, when available. During periods of
market disruption, including periods of significantly rising or
high interest rates, rapidly widening credit spreads or
illiquidity, it may be difficult to value certain assets if trading
becomes less frequent or market data becomes less observable. In
such cases, certain asset valuations may require significant
judgment, and may include inputs and assumptions that require
greater estimation, including credit quality, liquidity, interest
rates and other relevant inputs. Changes in underlying factors,
assumptions, or estimates in any of these areas could have a
material adverse effect on our financial condition, results of
operations, and liquidity.
Our risk management efforts may not be effective.
We could incur substantial losses and our business operations could
be disrupted if we are unable to effectively identify, manage,
monitor, and mitigate financial risks, such as credit risk,
interest rate risk, prepayment risk, liquidity risk, and other
market-related risks, as well as operational risks related to our
business, assets, and liabilities. To the extent our models used to
assess the creditworthiness of potential borrowers do not
adequately identify potential risks, the valuations produced will
not adequately represent the risk profile of the borrowers and
could result in a riskier finance receivables profile than
originally identified. Our risk management policies, procedures,
and techniques, including our scoring technology, may not be
sufficient to identify all of the risks we are exposed to, mitigate
the risks we have identified, or identify concentrations of risk or
additional risks to which we may become subject in the future. We
also face evolving risks as a result of the significant increase in
our remote workforce and digital operations. These risks may not be
adequately captured by our existing risk management
framework.
Changes in market conditions could adversely affect the rate at
which our borrowers prepay their loans and the value of our finance
receivables portfolio, as well as increase our financing cost,
which could negatively affect our financial condition, results of
operations, and liquidity.
Changing market conditions, the availability of credit, the
relative economic vitality of the area in which borrowers and their
assets are located, changes in tax laws, other opportunities for
investment available to our customers, homeowner mobility, and
other economic, social, geographic, demographic, and legal factors
beyond our control, may affect the rates at which our borrowers
prepay their loans. Generally, in situations where prepayment rates
have slowed, the weighted-average life of our finance receivables
has increased. Any increase in interest rates may further slow the
rate of prepayment for our finance receivables, which could
adversely affect our liquidity by reducing the cash flows from, and
the value of, the finance receivables we hold for sale or utilize
as collateral in our secured funding transactions.
Moreover, our finance receivables are fixed-rate and generally
decline in value if interest rates increase. As such, if changing
market conditions cause interest rates to increase substantially,
the value of our finance receivables could decline. Some
jurisdictions limit the maximum interest rate that we may charge on
a certain population of our loans so we have limited ability to
increase the interest rate on our loans made in those
jurisdictions. Our yield, as well as our cash flows from operations
and results of operations, could be materially and adversely
affected if we are unable to increase the interest rates charged on
new loans to offset any increases in our cost of funds.
Accordingly, any increase in interest rates could negatively affect
our financial condition, results of operations, and
liquidity.
We may be required to indemnify or repurchase finance receivables
from purchasers of finance receivables that we have sold or
securitized, or which we will sell or securitize in the future, if
our finance receivables fail to meet certain criteria or
characteristics or under other circumstances, which could adversely
affect our financial condition, results of operations, and
liquidity.
The documents governing our finance receivable sales and
securitizations contain provisions that require us to indemnify the
purchasers of securitized finance receivables, or to repurchase the
affected finance receivables, under certain circumstances. While
our sale and securitization documents vary, they generally contain
customary provisions that may require us to repurchase finance
receivables if our representations and warranties concerning the
quality and characteristics, including but not limited to
regulatory requirements in connection with origination and
servicing, of the finance receivable are inaccurate and there is
borrower fraud.
At its maximum, our exposure to repurchases or our indemnification
obligations under our representations and warranties could include
the current unpaid balance of all finance receivables that we have
sold or securitized, and which are not subject to settlement
agreements with purchasers.
The risk of loss on the finance receivables that we have
securitized is recognized in our allowance for finance receivable
losses since all of our loan securitizations are recorded on our
balance sheet. If we are required to indemnify purchasers or
repurchase finance receivables that we sell or have sold and such
indemnification or repurchase results in losses or recognition of
losses on securitized finance receivables that exceed our recorded
allowance for finance receivable losses associated with our
securitizations, this could adversely affect our financial
condition, results of operations, and liquidity.
Our business and reputation may be materially impacted by
information system failures, cyber-attacks, or network
disruptions.
Our business relies heavily on information systems to deliver
products and services to our customers, and to manage our
operations. These systems may encounter service disruptions due to
system, network or software failure, security breaches,
cyber-attacks, ransomware, computer viruses, accidents, power
disruptions, telecommunications failures, acts of terrorism or war,
physical or electronic break-ins, or other events, disruptions, or
intrusions. In addition, denial-of-service attacks could overwhelm
our internet sites and prevent us from adequately serving
customers. Cyber-attacks, including ransomware, are constantly
evolving, increasing the difficulty of detecting and successfully
defending against them. We also may face new or heightened risk due
to the increase in our remote workforce and digital
operations.
We may have no current capability to detect certain
vulnerabilities, which may allow them to persist in our system
environment over long periods of time. Cyber-attacks can have
cascading impacts that unfold with increasing speed across our
computer systems and networks and those of our third-party vendors.
System redundancy and other continuity measures may be ineffective
or inadequate, and our business continuity and disaster recovery
planning may not be sufficient to adequately address the
disruption. A disruption could impair our ability to offer and
process our loans, provide customer service, perform collections or
other necessary business activities, which could result in a loss
of customer business, subject us to additional regulatory scrutiny,
or expose us to civil litigation and possible financial liability,
or otherwise materially adversely affect our financial condition
and results of operations.
There may be losses or unauthorized access to or releases of
confidential information, including personally identifiable
information (PII), that could subject us to significant
reputational, financial, legal, and operational
consequences.
Our operations rely heavily on the secure processing, storage, and
transmission of confidential customer and other information
including, among other things, PII, in our computer systems and
networks, as well as those of third parties. Our branch locations
and centralized servicing centers, as well as our administrative
and executive offices, are part of an electronic information
network that is designed to permit us to originate and track
finance receivables and collections and perform other tasks that
are part of our everyday operations. Additionally, as a result of
the COVID-19 pandemic and the significant increase in our remote
workforce and digital operations, our vulnerability to unauthorized
access to confidential information may increase.
We devote significant resources to network and data security,
including using encryption, access controls, authentication, and
other security measures intended to protect our computer systems
and data. These security measures may not be sufficient and may be
vulnerable to hacking, employee error, malfeasance, system error,
faulty password management, or other irregularities. Any failure,
interruption, or breach in our cybersecurity could result in
reputational harm, disruption of our customer relationships, or our
inability to originate, process and service our finance receivable
products, any of which could have a materially adverse effect on
our financial condition, results of operations, and
liquidity.
Further, any of these cybersecurity and operational risks could
expose us to lawsuits by customers for identity theft or other
damages resulting from data breach involving PII or misuse of their
PII and possible financial liability, any of which could have a
material adverse effect on our financial condition, results of
operations, and liquidity. In addition, regulators may impose
penalties and/or require remedial action if they identify
weaknesses in our security systems, and we may be required to incur
significant costs to increase our cybersecurity to address any
vulnerabilities that may be discovered or to remediate the harm
caused by any security breaches. As part of our business, we may
share confidential customer information and proprietary information
with customers, vendors, service providers, and business partners.
The information systems of these third parties may be vulnerable to
security breaches and, despite our best efforts, we may not be able
to ensure that these third parties have appropriate security
controls in place to protect the information we share with them. If
our confidential information is intercepted, stolen, misused, or
mishandled while in possession of a third-party, it could result in
reputational harm to us, loss of customer business, and additional
regulatory scrutiny, and it could expose us to civil litigation and
possible financial liability, any of which could have a material
adverse effect on our financial condition, results of operations,
and liquidity. Although we have insurance that is intended to cover
certain losses from such events, there can be no assurance that
such insurance will be adequate or available.
We are also subject to the theft or misuse of physical customer and
employee records at our facilities.
Our branch locations and centralized servicing centers have
physical customer records necessary for day-to-day operations that
contain confidential information about our customers. We also
retain physical records in various storage locations. The loss or
theft of customer information from our branch locations, central
servicing facilities, or other storage locations could subject us
to additional regulatory scrutiny and penalties and could expose us
to civil litigation and possible financial liability, which could
have a material adverse effect on our financial condition, results
of operations, and liquidity. In addition, if we cannot locate
original documents (or copies, in some cases) for certain finance
receivables, we may not be able to collect on those finance
receivables.
Our insurance operations are subject to risks and uncertainties,
including claims, catastrophic events, underwriting risks, and
dependence on a primary distribution channel.
Insurance claims and policyholder liabilities are difficult to
predict and may exceed the related reserves set aside for claims
(losses) and associated expenses for claims adjudication (loss
adjustment expenses). Additionally, events such as natural
disasters, pandemic disease, cyber security breaches and other
types of catastrophes, and prolonged economic downturns, could
adversely affect our financial condition and results of operations.
Other risks relating to our insurance operations include changes to
laws and regulations applicable to us, as well as changes to the
regulatory environment, such as: changes to laws or regulations
affecting capital and reserve requirements; frequency and type of
regulatory monitoring and reporting; consumer privacy, use of
customer data and data security; benefits or loss ratio
requirements; insurance producer licensing or appointment
requirements; required disclosures to consumers; and collateral
protection insurance (i.e., insurance some of our lender companies
purchase, at the customer’s expense, on that customer’s loan
collateral for the periods of time the customer fails to
adequately, as required by the customer's loan, insure the
collateral). Because our customers do not directly agree to the
amount charged for collateral protection at the time it is
purchased, regulators may in the future prohibit our insurance
companies from providing this insurance to our lending operations.
Moreover, our insurance companies are predominately dependent on
our lending operations as the primary source of business and
product distribution. If our lending operations discontinue
offering insurance products, our insurance operations would need to
find an alternate distribution partner for their products, of which
there can be no assurance.
Our use of derivatives exposes us to credit and market
risks.
From time to time, we may enter into derivative financial
instruments for economic hedging purposes, such as managing our
exposure to interest rate risk. By using derivative instruments, we
are exposed to credit and market risks, including the risk of loss
associated with variations in the spread between the asset yield
and the funding and/or hedge cost, default risk, and the risk of
insolvency or other inability of the counterparty to a particular
derivative financial instrument to perform its
obligations.
We may not be able to make technological improvements as quickly as
some of our competitors, which could harm our ability to compete
and adversely affect our financial condition, results of
operations, and liquidity.
The financial services industry is undergoing rapid technological
changes, with frequent introductions of new technology-driven
products and services. The effective use of technology increases
efficiency and enables financial and lending institutions to better
serve customers and reduce costs. Our future success will depend,
in part, upon our ability to address the needs of our customers by
using technology to provide products and services that will satisfy
customer demands for convenience, as well as to create additional
efficiencies in our operations. We may not be able to effectively
implement new technology-driven products and services as quickly as
some of our competitors or be successful in marketing these
products and services to our existing and new customers. Failure to
successfully keep pace with technological change affecting the
financial services industry could harm our ability to compete and
adversely affect our financial condition, results of operations,
and liquidity.
If goodwill and other intangible assets become impaired, it could
have a negative impact on our profitability.
Goodwill represents the amount of acquisition cost over the fair
value of net assets we acquired. If the carrying amount of goodwill
and other intangible assets exceeds the fair value, an impairment
loss is recognized in an amount equal to that excess. Any such
adjustments are reflected in our results of operations in the
periods in which the impairments become known. There can be no
assurance that our future evaluations of goodwill and other
intangible assets will not result in findings of impairments and
related write-downs, which may have a material adverse effect on
our financial condition and results of operations. See Note 7 of
the Notes to the Consolidated Financial Statements included in this
report for further information on goodwill and intangible asset
impairment.
Damage to our reputation could adversely impact our business and
financial results.
Our ability to attract and retain customers and employees is
significantly impacted by our reputation. Damage to our reputation
can arise as a result of our actions or those of our employees, or
as a result of negative public opinion about the financial services
industry. Negative public opinion may relate to any aspect of or
risk associated with our business, including but not limited to,
our lending practices, cybersecurity breaches, failures to
safeguard personal information, discriminating or harassing
behavior of employees, compensation practices, sales practices,
environmental, social, and governance practices and disclosures, or
failure or perceived failure to comply with laws or regulations.
Negative publicity directed at us could generate dissatisfaction
among our customers and employees. We cannot give assurance that
our policies and procedures will be fully effective in preventing
conduct that could damage our reputation. Furthermore, our actual
or perceived failure to address or prevent any such conduct or
otherwise to effectively manage our business or operations could
result in significant reputational harm.
There are risks associated with the acquisition or sale of assets
or businesses and the formation, termination, or operation of joint
ventures or other strategic alliances, which could have a material
adverse effect on our financial condition, results of operations,
and liquidity.
We have previously acquired, and in the future may acquire, assets
or businesses, either through the direct purchase of such assets or
the purchase of a company’s equity. Since we will not have
originated or serviced the finance receivables we acquire, we may
not be aware of legal or other deficiencies related to origination
or servicing, and our review of the portfolio prior to purchase may
not uncover those deficiencies. Further, we may have limited
recourse against the seller of the receivables.
Potential difficulties we may encounter in connection with these
transactions and arrangements include: the integration of the
assets or business into our information technology platforms and
servicing systems; the quality of servicing; disruption of our
ongoing businesses and distraction of our management teams;
incomplete or inaccurate records; inability to retain existing
customers; unanticipated expenses; and potential unknown
liabilities associated with the transactions, including legal
liability related to origination and servicing prior to the
acquisition.
The anticipated benefits and synergies of any future acquisition
will assume a successful integration, and will be based on
projections and other assumptions, which are inherently uncertain.
Even if integration is successful, anticipated benefits and
synergies may not be achieved.
The COVID-19 pandemic may continue to adversely affect consumer
finance businesses including OneMain.
The virus causing COVID-19 was identified in late 2019 and was
declared a global pandemic in March 2020. Governmental authorities
took a number of steps to combat or slow the spread of COVID-19.
Efforts to combat the virus continue to be complicated by viral
variants and uneven global access to and acceptance of vaccines.
These measures have and may continue to impact all or portions of
the Company’s workforce and our current and prospective customers.
While many of the restrictions related to the COVID-19 pandemic
have largely been eased, uncertainty continues to exist regarding
such measures and potential future measures.
In response to COVID-19, we modified our business practices with a
portion of our employees working remotely to minimize interruptions
in our business. Although these changes have allowed us to continue
operations safely, the technology in home environments may not be
as robust as in our offices and could cause networks, information
systems, applications, and other tools available to employees to be
more limited or less reliable than in our offices. The continuation
of these work-from-home measures also introduces additional
operational risk, including increased cybersecurity risk from
phishing, malware, and other cybersecurity attacks, all of which
could expose us to risks of data or financial loss and could
seriously disrupt our operations and the operations of any impacted
customers.
Legal and regulatory responses to concerns related to the COVID-19
pandemic could result in additional regulation or restrictions
affecting the conduct of our business in the future. All of the
foregoing may adversely affect our income and other results of
operations, make collection of our finance receivables more
difficult, or reduce income received from such receivables or our
ability to obtain financing with respect to such
receivables.
The COVID-19 pandemic has caused significant volatility and
disruption in global financial markets. Volatility stemming from
the COVID-19 pandemic could negatively affect our net interest
income, lending activities, and profitability. Likewise, market
volatility, as well as general economic, market, or social
conditions related to the COVID-19 pandemic, could reduce the
market price of shares of our common stock regardless of our
operating performance.
Additionally, to the extent that the pandemic harms our business
and results of operations, many of the other risks described in
this “Risk Factors” section may be heightened.
RISKS RELATED TO OUR INDUSTRY AND REGULATION
We operate in a highly competitive market, and we cannot ensure
that the competitive pressures we face will not have a material
adverse effect on our financial condition, results of operations,
and liquidity.
The consumer finance industry is highly competitive. Our
profitability depends, in large part, on our ability to underwrite
and originate finance receivables. Some of our competitors may have
greater financial, technical, and marketing resources than we
possess. Some competitors may also have a lower cost of funds and
access to funding sources that may not be available to us. We
cannot give assurance that the competitive pressures we face will
not have a material adverse effect on our financial condition,
results of operations, and liquidity.
Our businesses are subject to regulation in the jurisdictions in
which we conduct our business and failure to comply with such
regulations may have a material adverse impact on our financial
condition, results of operations, and liquidity.
Our businesses are subject to numerous federal, state, and local
laws and regulations, and various state authorities regulate and
supervise our lending business and insurance
operations.
We also must comply with extensive regulations in servicing our
legacy real estate loans and loan portfolios for other parties and
will have to comply with these servicing regulations if we acquire
loan portfolios in the future for which we act as a
servicer.
Our operations are subject to regular examination by state
regulators and, for certain aspects of our business, by U.S.
federal and foreign regulators. These examinations may require us
to change our policies or practices, pay monetary fines, or make
reimbursements to customers. Many state regulators and some federal
regulators have indicated an intention to pool their resources to
conduct examinations of licensed entities, including us, at the
same time (referred to as a “multi-state” examination). This could
result in more in-depth examinations, which could be costlier and
lead to more significant enforcement actions.
We are also subject to potential enforcement, supervisions, and
other actions that may be brought by state attorneys general or
other state enforcement authorities and other governmental
agencies. Such actions could subject us to civil money penalties,
customer remediation, and increased compliance costs, as well as
damage our reputation and brand and could limit or prohibit our
ability to offer certain products and services or engage in certain
business practices.
State attorneys general have a variety of tools at their disposal
to enforce state and federal consumer financial laws, including the
ability to enforce the Dodd-Frank Act and regulations promulgated
under the Dodd-Frank Act’s authority. State attorneys general also
have enforcement authority under state law with respect to unfair
or deceptive practices under which state attorneys general may
conduct investigations, bring actions, and recover civil penalties
or obtain injunctive relief against entities engaging in unfair,
deceptive, or fraudulent acts. Attorneys general may also
coordinate among themselves to enter into multi-state actions or
settlements. Several consumer financial laws like the Truth in
Lending Act and Fair Credit Reporting Act grant enforcement or
litigation authority to state attorneys general.
We are subject to potential changes in federal and state law, which
could lower the interest-rate limit that non-depository financial
institutions may charge for consumer loans or could expand the
definition of interest under federal and state law to include the
cost of optional products, such as insurance. Such changes could
limit our interest income, insurance revenues, and other revenue,
which could have a material adverse effect on our financial
condition and results of operations.
We may not be able to maintain all requisite licenses and permits,
and the failure to satisfy those or other regulatory requirements
could have a material adverse effect on our operations. In
addition, changes in laws or regulations applicable to us could
subject us to additional licensing, registration and other
regulatory requirements in the future or could adversely affect our
ability to operate or the way we conduct business.
A material failure to comply with applicable laws and regulations
could result in regulatory actions, including substantial fines or
penalties, lawsuits, and damage to our reputation, which could have
a material adverse effect on our financial condition, results of
operations, and liquidity.
For more information with respect to the regulatory framework
affecting our businesses, see “Business—Regulation” included in
this report.
Requirements of the Dodd-Frank Act and oversight by the CFPB
significantly increase our regulatory costs and
burdens.
The Dodd-Frank Act and the related regulations increased oversight
of financial services and products by the CFPB, and imposed
restrictions on the allowable terms for certain consumer credit
transactions. The CFPB has significant authority to implement and
enforce federal consumer finance laws, including the Truth in
Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Billing Act and new requirements for financial services products
provided for in the Dodd-Frank Act, as well as the authority to
identify and prohibit unfair, deceptive, or abusive acts and
practices. In addition, the Dodd-Frank Act provides the CFPB with
broad supervisory, examination and enforcement authority over
various consumer financial products and services, including the
ability to require reimbursements and other payments to customers
for alleged legal violations, and to impose significant penalties,
as well as injunctive relief that prohibits lenders from engaging
in allegedly unlawful practices. Further, state attorneys general
and state regulators are authorized to bring civil actions to
enforce certain consumer protection provisions of the Dodd-Frank
Act. The industry investigation and enforcement provisions of Title
X of the Dodd-Frank Act may adversely affect our business if the
CFPB or one or more state attorneys general or state regulators
believe that we have violated any federal consumer financial
protection laws, including the prohibition in Title X against
unfair, deceptive or abusive acts or practices.
The CFPB currently has supervisory authority over our real estate
servicing activities, and may in the future have supervisory
authority over other parts of our consumer lending business. It
also has the authority to bring enforcement actions for violations
of laws over which it has jurisdiction regardless of whether it has
supervisory authority for a given product or service. The
Dodd-Frank Act also gives the CFPB supervisory authority over
entities that are designated as “larger participants” in certain
financial services markets. The CFPB has published regulations for
“larger participants” in the market of auto finance, and we have
been designated as a larger participant in this market. The
larger-participant rule for consumer installment loans was one of
the rulemaking initiatives the CFPB designated as inactive in its
Spring 2018 rulemaking agenda. It is not known if or when the CFPB
may consider reactivating the rulemaking process for the larger
participant rule for consumer installment loans. The CFPB’s broad
supervisory and enforcement powers could affect our business and
operations significantly in terms of increased operating and
regulatory compliance costs, and limits on the types of products we
offer and the way they are offered, among other
things.
The CFPB and certain state regulators have acted against some
lenders regarding, for instance, debt collection and the marketing
of optional products offered by the lenders in connection with
their loans. The products included debt cancellation/suspension
products and other types of payment protection insurance. We
collect on delinquent debt. We also sell optional insurance and
non-insurance products in connection with our loans. Our debt
collection practices and sales of optional insurance and
non-insurance products could be challenged in a similar manner by
the CFPB or state consumer lending regulators.
Some of the rulemaking under the Dodd-Frank Act remains pending. As
a result, the complete impact of the Dodd-Frank Act remains
uncertain. It is not clear what form remaining regulations will
ultimately take, or how our business will be affected.
For more information with respect to the regulatory framework
affecting our businesses and the CFPB, see “Business—Regulation”
included in this report.
Current and proposed regulations relating to consumer privacy, data
protection, and information security could increase our
costs.
We are subject to federal and state consumer privacy, data
protection, and information security laws and regulations. For
example, we are subject to the federal Gramm-Leach-Bliley Act and
the New York Cybersecurity Regulation, which govern the use of PII
by financial institutions and require certain safeguards for
protecting PII. Moreover, various state laws and regulations may
require us to notify customers, employees, state attorneys general,
regulators, and others in the event of a security breach. Federal
and state legislators and regulators are pursuing new guidance,
laws, and regulations relating to consumer privacy, data
protection, and information security. Compliance with current or
future consumer privacy, data protection, and information security
laws and regulations could result in higher compliance, technology,
or other operating costs. Any violations of these laws and
regulations may require us to change our business practices or
operational structure. Violations could subject us to material
legal claims, monetary penalties, sanctions, and obligations to
compensate and/or notify customers, employees, state attorneys
general, regulators, and others, or take other remedial
actions.
Our use of third-party vendors is subject to regulatory
review.
The CFPB and other regulators have issued regulatory guidance
focusing on the need for financial institutions to perform due
diligence and ongoing monitoring of third-party vendor
relationships, which increases the scope of management involvement
and decreases the benefit that we receive from using third-party
vendors. Moreover, if our regulators conclude that we have not met
the standards for oversight of our third-party vendors, we could be
subject to enforcement actions, civil monetary penalties,
supervisory orders to cease and desist, or other remedial actions,
which could have a materially adverse effect on our business,
reputation, financial condition, and results of operations.
Further, federal and state regulators have scrutinized the
practices of lead aggregators and providers.
We purchase and sell finance receivables, including charged-off
receivables and receivables where the borrower is in default. This
practice could subject us to heightened regulatory scrutiny, which
may expose us to legal action, cause us to incur losses and/or
limit or impede our collection activity.
As part of our business, we purchase and sell finance receivables.
Some of these finance receivables may be in default (including in
bankruptcy) or the debt may have been charged off as uncollectible.
The CFPB and other regulators have significantly increased their
scrutiny of the purchase and sale of debt, and collections
practices undertaken by purchasers of debt, especially delinquent
and charged-off debt. The CFPB has scrutinized sellers of debt for
not maintaining sufficient documentation to support and verify the
validity or amount of the debt. It has also scrutinized debt
collectors for, among other things, their collection tactics,
attempting to collect debts that no longer are valid,
misrepresenting the amount of the debt and not having sufficient
documentation to verify the validity or amount of the debt. Our
purchases or sales of receivables could expose us to lawsuits or
fines by regulators if we do not have sufficient documentation to
support and verify the validity and amount of the finance
receivables underlying these transactions, or if we or purchasers
of our finance receivables use collection methods that are viewed
as unfair or abusive. In addition, our collections could suffer,
and we may incur additional expenses if we are required to change
collection practices or stop collecting on certain debts because of
a lawsuit or action on the part of regulators.
Changes in law and regulatory developments could result in
significant additional compliance costs relating to
securitizations.
The Dodd-Frank Act requires, among other things, that a securitizer
retain at least a 5% economic interest in the credit risk of the
securitized assets; this requirement has reduced and will continue
to reduce the amount of financing obtained from such transactions.
Furthermore, sponsors are prohibited from diluting the required
risk retention by dividing the economic interest among multiple
parties or hedging or transferring the credit risk the sponsor is
required to maintain.
Rules relating to securitizations rated by nationally-recognized
statistical rating agencies require that the findings of any
third-party due diligence service providers be made publicly
available at least five business days prior to the first sale of
securities, which has led and will continue to lead us to incur
additional costs in connection with each
securitization.
We may have to constrain our business activities to avoid being
deemed an investment company under the Investment Company
Act.
The Investment Company Act regulates the manner in which
“investment companies” are permitted to conduct their business
activities. We believe we have conducted, and intend to continue to
conduct, our business in a manner that does not result in the
Company being characterized as an investment company, including
relying on certain exemptions from registration as an investment
company. We rely on guidance published by the SEC staff or on our
analyses of such guidance to determine our qualification under
these and other exemptions. To the extent that the SEC staff
publishes new or different guidance with respect to these matters,
we may be required to adjust our business operations accordingly,
including inhibiting our ability to conduct our business
operations. We cannot give assurance that the laws and regulations
governing our Investment Company Act status or SEC guidance
regarding the Investment Company Act will not change in a manner
that adversely affects our operations. If we are deemed to be an
investment company, we may attempt to seek exemptive relief from
the SEC, which could impose significant costs on us. We may not
receive such relief on a timely basis, if at all, and such relief
may require us to modify or curtail our operations. If we are
deemed to be an investment company, we may also be required to
institute burdensome compliance requirements and our activities may
be restricted.
RISKS RELATED TO OUR INDEBTEDNESS
An inability to access adequate sources of liquidity may adversely
affect our ability to fund operational requirements and satisfy
financial obligations.
Our ability to access capital and credit may be significantly
affected by disruption in the U.S. credit markets and any potential
credit rating downgrades on our debt. In addition, the risk of
volatility and uncertainty surrounding the macroeconomic
environment could continue to create significant volatility in, and
uncertainty around access to the capital markets. Historically, we
have funded our operations and repaid our debt and other
obligations using funds collected from our finance receivable
portfolio and new debt issuances. Our current corporate credit
ratings are below investment grade and, as a result, our borrowing
costs may further increase and our ability to borrow may be
limited. In addition to issuing unsecured debt in the public and
private markets, we have raised capital through securitization
transactions and, although there can be no assurances that we will
be able to complete additional securitizations or issue additional
unsecured debt, we currently expect our near-term sources of
capital markets funding to continue to derive from securitization
transactions and unsecured debt offerings.
Any future capital markets transactions will be dependent on our
financial performance as well as market conditions, which may
result in receiving financing on terms less favorable to us than
our existing financings. In addition, our access to future
financing and our ability to refinance existing debt will depend on
a variety of factors such as our financial performance, the general
availability of credit, our credit ratings and credit capacity at
the time we pursue such financing.
If we are unable to complete additional securitization transactions
or unsecured debt offerings on a timely basis or upon terms
acceptable to us or otherwise access adequate sources of liquidity,
our ability to fund our own operational requirements and satisfy
financial obligations may be adversely affected.
Our indebtedness is significant, which could affect our ability to
meet our obligations under our debt instruments and could
materially and adversely affect our business and ability to react
to changes in the economy or our industry.
Our significant indebtedness could have important consequences,
including the following:
•it
may require us to dedicate a larger portion of our cash flows from
operations to pay our indebtedness, which reduces the funds
available for other purposes, including finance receivable
originations and capital returns;
•it
may limit our ability to withstand competitive pressures and reduce
our flexibility in responding to changing regulatory, business, and
economic conditions;
•it
may limit our ability to incur additional borrowings or
securitizations;
•it
may require us to seek to change the maturity, interest rate and
other terms of our existing debt;
•it
may place us at a competitive disadvantage to competitors that are
not as highly leveraged;
•it
may cause a downgrade of our debt and long-term corporate ratings;
and
•it
may cause us to be more vulnerable to periods of negative or slow
growth in the general economy or in our business.
In addition, meeting our anticipated liquidity requirements is
contingent upon our continued compliance with our existing debt
agreements. An event of default or declaration of acceleration
under one of our existing debt agreements could also result in an
event of default and declaration of acceleration under certain of
our other existing debt agreements. Such an acceleration of our
debt would have a material adverse effect on our liquidity and our
ability to continue as a going concern. If our debt obligations
increase, whether due to the increased cost of existing
indebtedness or the incurrence of additional indebtedness, the
consequences described above could be magnified. There can be no
assurance that we will be able to repay or refinance our debt in
the future.
Certain of our outstanding notes contain covenants that restrict
our operations and may inhibit our ability to grow our business and
increase revenues.
OMFC’s indenture and certain of OMFC’s notes contain a covenant
that limits OMFC’s and its subsidiaries’ ability to create or incur
liens. The restrictions may interfere with our ability to obtain
additional financing or affect the way we structure such financing
or engage in other business activities. A default and resulting
acceleration of obligations could also result in an event of
default and declaration of acceleration under certain of our other
existing debt agreements. Such an acceleration of our debt would
have a material adverse effect on our liquidity and our ability to
continue as a going concern. A default could also significantly
limit our alternatives to refinance our indebtedness. This
limitation may significantly restrict our financing options during
times of either market distress or our financial distress, which
are precisely the times when having financing options is most
important.
The assessment of our liquidity is based upon significant judgments
and estimates that could prove to be materially
incorrect.
In assessing our current financial position and developing
operating plans, management has made significant judgments and
estimates with respect to our liquidity, including but not limited
to:
•our
ability to generate sufficient cash to service all of our
outstanding debt;
•our
continued ability to access debt and securitization markets and
other sources of funding on favorable terms;
•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 our profitability;
•the
potential for downgrade of our debt by rating agencies, which would
have a negative impact on our cost of, and access to,
capital;
•our
ability to comply with our debt covenants;
•our
ability to make capital returns to OMH's stockholders;
•the
amount of cash expected to be received from our finance receivable
portfolio through collections (including prepayments) and receipt
of finance charges;
•the
potential for declining financial flexibility and reduced income
should we use more of our assets for securitizations and finance
receivable portfolio sales; and
•the
potential for reduced income due to the possible deterioration of
the credit quality of our finance receivable
portfolios.
Additionally, there are numerous risks to our financial results,
liquidity, and capital raising and debt refinancing plans that are
not quantified in our current liquidity forecasts. These risks
include, but are not limited, to the following:
•our
inability to grow our personal loan portfolio with adequate
profitability to fund operations, loan losses, and other
expenses;
•our
inability to monetize assets including, but not limited to, our
access to debt and securitization markets;
•our
inability to obtain the additional necessary funding to finance our
operations;
•the
effect of current and potential new federal, state, and local laws,
regulations, or regulatory policies and practices on our ability to
conduct business or the way we conduct business, as well as changes
that may result from increased regulatory scrutiny of the sub-prime
lending industry;
•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;
•the
potential for increasing costs and difficulty in servicing our loan
portfolio because of heightened regulatory scrutiny of loan
servicing and foreclosure practices in the industry
generally;
•the
potential for additional unforeseen cash demands or acceleration of
obligations;
•reduced
income due to loan modifications where the borrower’s interest rate
is reduced, principal payments are deferred, or other concessions
are made;
•the
potential for declines or volatility in bond and equity markets;
and
•the
potential effect on us if the capital levels of our regulated and
unregulated subsidiaries prove inadequate to support our business
plans.
The actual outcome of one or more of our plans could be materially
different than expected or one or more of our significant judgments
or estimates about the potential effects of these risks and
uncertainties could prove to be materially incorrect. In the event
of such an occurrence, if third-party financing is not available,
our liquidity could be materially adversely affected, and as a
result, substantial doubt could exist about our ability to continue
as a going concern.
OMFC's credit ratings could adversely affect our ability to raise
capital in the debt markets at attractive rates, which could
negatively affect our financial condition, results of operations,
and liquidity.
S&P, Moody’s, and KBRA rate OMFC’s debt. Ratings reflect the
rating agencies’ opinions of a company’s financial strength,
operating performance, strategic position, and ability to meet its
obligations. Agency ratings are not a recommendation to buy, sell
or hold any security, and may be revised or withdrawn at any time
by the issuing organization. Each agency’s rating should be
evaluated independently of any other agency’s rating. If OMFC’s
current ratings are downgraded, it will likely increase the
interest rate that we would have to pay to raise money in the
capital markets, making it more expensive for us to borrow money
and adversely impacting our access to capital. As a result, a
downgrade of OMFC's ratings could negatively impact our results of
operations, financial condition, and liquidity.
Our securitizations may expose us to financing and other risks, and
there can be no assurance that we will be able to access the
securitization market in the future, which may require us to seek
more costly financing.
We cannot give assurance that we will be able to complete
additional securitizations if the securitization markets become
constrained. In addition, the value of any subordinated securities
that we may retain in our securitizations might be reduced or, in
some cases, eliminated because of adverse changes in economic
conditions or the financial markets.
OMFC and OMFG currently act as the servicers with respect to the
personal loan securitization trusts and related series of
asset-backed securities. If OMFC or OMFG defaults in its servicing
obligations, an early amortization event could occur with respect
to the relevant asset-backed securities and OMFC or OMFG, as
applicable, could be replaced as servicer. Servicer defaults
include, for example, the failure of the servicer to make any
payment, transfer or deposit in accordance with the securitization
documents, a breach of representations, warranties
or agreements made by the servicer under the securitization
documents and the occurrence of certain insolvency events with
respect to the servicer. Such an early amortization event could
damage our reputation and have materially adverse consequences on
our liquidity and cost of funds.
Rating agencies may also affect our ability to execute a
securitization transaction or increase the costs we expect to incur
from executing securitization transactions. Rating agencies could
alter their ratings processes or criteria after we have
accumulated
finance receivables for securitization in a manner that effectively
reduces the value of those finance receivables by increasing our
financing costs or otherwise requiring that we incur additional
costs to comply with those processes and criteria. We cannot
control or predict what actions the rating agencies may take in
this regard.
Further, other matters, such as (i) accounting standards applicable
to securitization transactions and (ii) capital and leverage
requirements applicable to banks and other regulated financial
institutions' asset-backed securities, could result in decreased
investor demand for securities issued through our securitization
transactions, or increased competition from other institutions that
undertake securitization transactions. In addition, compliance with
certain regulatory requirements, including but not limited to the
Dodd-Frank Act and the Investment Company Act, may affect the type
of securitizations that are completed and investors that we are
able to market to.
If it is not possible or economical for us to securitize our
finance receivables in the future, we would need to seek
alternative financing to support our operations and to meet our
existing debt obligations, which may be less efficient and more
expensive than raising capital via securitizations and may have a
material adverse effect on our financial condition, results of
operations, and liquidity.
RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE
OMH and OMFC are holding companies with no operations and rely on
our operating subsidiaries to provide us with funds necessary to
meet our financial obligations and enable us to pay
dividends.
Our principal assets are the equity interests we directly or
indirectly hold in our operating subsidiaries, which own our
operating assets. As a result, we are dependent on loans, dividends
and other payments from our subsidiaries for funds to meet our
financial obligations and enable OMH to pay dividends on its common
stock. Our subsidiaries are legally distinct from us, and certain
of our subsidiaries are prohibited or restricted from paying
dividends or otherwise making funds available to us under certain
conditions. For example, our insurance subsidiaries are subject to
regulations that limit their ability to pay dividends or make loans
or advances to us, principally to protect policyholders, and
certain of OMFC's debt agreements limit the ability of certain of
our subsidiaries to pay dividends. If we are unable to obtain funds
from our subsidiaries, or if our subsidiaries do not generate
sufficient cash from operations, we may be unable to meet our
financial obligations or pay dividends, and the Board may exercise
its discretion not to pay dividends.
OMH may not pay dividends on its common stock in the future, even
if liquidity and leverage targets are met.
While OMH intends to pay its minimum quarterly dividends, currently
$1.00 per share, for the foreseeable future, all subsequent
dividends will be reviewed and declared at the discretion of the
Board and will depend on many factors, including our financial
condition, earnings, cash flows, capital requirements, level of
indebtedness, statutory and contractual restrictions applicable to
the payment of dividends, and other considerations that the Board
deems relevant. As a result, we cannot give assurance that OMH will
continue to pay dividends on its common stock in future periods,
even if liquidity and target leverage objectives are met. See our
“Dividend Policy” in Part II - Item 5 of this report for further
information on dividends.
Certain provisions of our Stockholders Agreement, restated
certificate of incorporation, and amended and restated bylaws could
hinder, delay or prevent a change in control of OMH, which could
adversely affect the price of OMH's common stock.
The Stockholders Agreement, OMH's restated certificate of
incorporation, and OMH’s amended and restated bylaws contain
provisions that could make it more difficult for a third party to
acquire us without the consent of the Board. These provisions
provide for:
•a
classified Board with staggered three-year terms;
•certain
rights with respect to the designation of directors for nomination
and election to the Board, including the ability of Värde to
appoint one director, for so long as Värde has beneficial ownership
of less than 10% but at least 5% of the voting power of
OMH;
•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;
•no
ability for stockholders to call special meetings of OMH's
stockholders;
•advance
notice requirements by stockholders with respect to director
nominations and actions to be taken at annual
meetings;
•the
ability for stockholders to act outside a meeting by written
consent only if unanimous; and
•the
issuance of blank check preferred stock by
the Board 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 OMH stockholders. Nothing in OMH's
restated certificate of incorporation precludes future issuances
without stockholder approval of the authorized but unissued shares
of OMH's common stock.
These anti-takeover provisions could substantially impede the
ability of public stockholders to benefit from a change in control
or change our management and Board and, as a result, may adversely
affect the market price of OMH's common stock and the ability of
public stockholders to realize any potential change of control
premium.
See additional information under “Business Overview” in Item 1 of
this report. The terms of the Amended and Restated Stockholders
Agreement are described in OMH's Current Report on Form 8-K filed
with the SEC on June 25, 2018, and such Current Report on Form 8-K
is incorporated by reference herein in its entirety.
Licensing and insurance laws and regulations may delay or impede
purchases of OMH's common stock.
Certain states in which we are licensed to originate loans and the
state in which our insurance subsidiaries are domiciled (Texas)
have laws and regulations that require regulatory approval for the
acquisition of “control” of regulated entities. In addition, Texas
insurance laws and regulations generally provide that no person may
acquire control, directly or indirectly, of a domiciled insurer,
unless the person has provided the required information to, and the
acquisition is subsequently approved or not disapproved by the
Department of Insurance (“DOI”). Under state insurance laws or
regulations, there exists a presumption of “control” when an
acquiring party acquires as little as 10% of the voting securities
of a regulated entity or of a company which itself controls
(directly or indirectly) a regulated entity (the threshold is 10%
under the insurance statute of Texas). Therefore, any person
acquiring 10% or more of OMH's common stock may need the prior
approval of the Texas insurance and/or licensing regulators, or a
determination from such regulators that “control” has not been
acquired, which could significantly delay or otherwise impede their
ability to complete such purchase.
RISKS RELATED TO OMH'S COMMON STOCK
The market price and trading volume of OMH's common stock may be
volatile, which could result in rapid and substantial losses for
OMH's stockholders.
The market price of OMH's common stock has been and may continue to
be volatile and could be subject to wide fluctuations and may
decline significantly in the future. Some of the factors that could
negatively affect the share price or result in fluctuations in the
price or trading volume of OMH's common stock include: variations
in our quarterly or annual operating results; changes in our
earnings estimates (if provided) or differences between our actual
financial and operating results and those expected by investors and
analysts; additions to, or departures of, key management personnel;
and any increased indebtedness we may incur in the
future.
These factors may decrease the market price of OMH's common stock,
regardless of our actual operating performance. Volatility in the
market price of a company’s securities may result in securities
class action litigation. Such litigation, if instituted against us,
could result in substantial costs and a diversion of our
management’s attention and resources.
Future offerings of debt or equity securities by us may adversely
affect the market price of OMH's common stock.
In the future, we may attempt to obtain financing or to further
increase our capital resources by issuing additional shares of
OMH's common stock or offering debt or other equity securities,
including debt securities convertible into equity or shares of
preferred stock. Future acquisitions could require substantial
additional capital in excess of cash from operations.
Issuing additional shares of OMH's common stock or other equity
securities or securities convertible into equity may dilute the
economic and voting rights of OMH's stockholders at the time of
such issuance or reduce the market price of OMH's common stock or
both. Upon liquidation, holders of debt securities and preferred
shares, if issued, and lenders with respect to other borrowings
would receive a distribution of our available assets prior to the
holders of OMH's common stock. Debt securities convertible into
equity could be subject to adjustments in the conversion ratio
pursuant to which certain events may increase the number of equity
securities issuable upon conversion. Preferred shares, if issued,
could have a preference with respect to liquidating distributions
or a preference with respect to dividend payments that could limit
our ability to pay dividends to the holders of OMH's common stock.
Thus, holders of OMH's common stock bear the risk that our future
offerings may reduce the market price of OMH's common stock and
dilute their stockholdings in us.
The future issuance of additional common stock in connection with
our incentive plans, acquisitions or otherwise will dilute all
other stockholdings.
OMH may issue any or all of the shares of common stock authorized
but unissued without any action or approval by OMH's stockholders,
subject to certain exceptions. OMH also intends to continue to
evaluate acquisition opportunities and may issue common stock in
connection with any such acquisition. Any common stock issued in
connection with our incentive plans, acquisitions, the exercise of
outstanding stock options or otherwise would dilute the percentage
ownership held by existing OMH's stockholders.
GENERAL RISKS
We are a party to various lawsuits and proceedings and may become a
party to various lawsuits and proceedings in the future which, if
resolved in a manner adverse to us, could have a material adverse
effect our financial condition, results of operations, and
liquidity.
In the normal course of business, we have been named, and may be
named in the future, as a defendant in various legal actions,
including governmental investigations, examinations or other
proceedings, arising in connection with our business activities.
Certain of the legal actions may include claims for substantial
compensatory and/or punitive damages or claims for indeterminate
amounts of damages. Some of these proceedings are pending in
jurisdictions that permit damage awards disproportionate to the
actual economic damages allegedly incurred. A large judgment that
is adverse to us could cause our reputation to suffer, encourage
additional lawsuits against us and have a material adverse effect
on our financial condition, results of operations, and liquidity.
For additional information regarding pending legal proceedings and
other contingencies, see Note 14 of the Notes to the Consolidated
Financial Statements included in this report.
Certain operations rely on external vendors.
We rely on third-party vendors to provide products and services
necessary to maintain day-to-day operations, including a portion of
our information systems, communication, data management and
transaction processing. Accordingly, we are exposed to the risk
that these vendors might not perform in accordance with the
contracted arrangements or service level agreements. Such failure
to perform could be disruptive to our operations and have a
materially adverse impact on our business, financial condition, and
results of operations. These third parties are also sources of risk
associated with operational errors, system interruptions or
breaches and unauthorized disclosure of confidential information.
If our vendors encounter any of these issues, we could be exposed
to disruption of service, damage to our reputation and
litigation.
If we lose the services of any of our key management personnel, our
business could suffer.
Our future success significantly depends on the continued service
and performance of our key management personnel. Our senior
management team has significant industry experience and would be
difficult to replace. Competition for these employees is intense
and we may not be able to attract and retain key personnel. If we
are unable to attract or retain appropriately qualified personnel,
we may not be successful in originating loans and servicing our
customers, which could have a materially adverse effect on our
business, financial condition and results of
operations.
Employee misconduct could harm us by subjecting us to monetary
loss, significant legal liability, regulatory scrutiny and
reputational harm.
There is a risk that our employees could engage in misconduct that
adversely affects our business. For example, if an employee were to
engage—or be accused of engaging—in illegal or suspicious
activities including fraud or theft, we could suffer direct losses
from such activity, and as a result, we could be subject to
regulatory sanctions and suffer serious harm to our reputation,
financial condition, customer relationships, and ability to attract
future customers or employees. Regulators may allege or determine,
based upon such misconduct, that our systems and procedures to
detect and deter employee misconduct are inadequate. Misconduct by
our employees, or even unsubstantiated allegations of misconduct,
could result in a material adverse effect on our reputation and our
business.
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Item 1B. Unresolved Staff Comments. |
None.
Our branch network includes approximately 1,400 locations in 44
states. We support our branch business by conducting branch office
operations, branch office administration, and centralized
operations, including our servicing facilities, in Mendota Heights,
Minnesota; Tempe, Arizona; Fort Mill, South Carolina; and Fort
Worth, Texas, in leased premises. Our branch locations have lease
terms generally ranging from three to five years.
We lease administrative offices in Wilmington, Delaware; Irving,
Texas; Charlotte, North Carolina; and New York, New York, which
expire in 2023, 2025, 2025, and 2028, respectively. Additionally,
we lease office space in Baltimore, Maryland, expiring in 2026,
which has been partially sublet.
Our investment in real estate and tangible property is not
significant in relation to our total assets due to the nature of
our business. At December 31, 2022, our subsidiaries owned a loan
servicing facility in London, Kentucky, and six buildings in
Evansville, Indiana. The Evansville buildings also support our
administrative and centralized functions.
Our branch office operations, administrative offices, centralized
operations, and loan servicing facilities support our Consumer and
Insurance segment.
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Item 3. Legal Proceedings. |
The information required with respect to this item can be found
under "Legal Contingencies" in Note 14 of the Notes to the
Consolidated Financial Statements found elsewhere in this Annual
Report, which is incorporated by reference into this Item
3.
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Item 4. Mine Safety Disclosures. |
None.
PART II
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Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities. |
MARKET INFORMATION AND STOCKHOLDERS
OMH’s common stock is listed for trading on the New York Stock
Exchange (“NYSE”) under the symbol “OMF.”
On January 31, 2023, there were two record holders of OMH's
common stock. This figure does not reflect the beneficial ownership
of shares held in nominee name. On January 31, 2023, the
closing price for OMH's common stock, as reported on the NYSE, was
$43.14.
DIVIDEND POLICY
In February of 2019, the Board announced a program of quarterly
dividends. While OMH intends to pay its minimum quarterly dividend,
currently $1.00 per share, for the foreseeable future, all
subsequent dividends will be reviewed and declared at the
discretion of the Board and will depend on many factors, including
our financial condition, earnings, cash flows, capital
requirements, level of indebtedness, statutory and contractual
restrictions applicable to the payment of dividends, and other
considerations that the Board deems relevant. OMH's dividend
payments may change from time to time, and the Board may choose not
to continue to declare dividends in the future.
No trading market exists for OMFC’s common stock. All of OMFC’s
common stock is held by OMH. To provide funding for the dividends
mentioned above, OMFC paid dividends to OMH of $471 million and
$1.3 billion in 2022 and 2021, respectively.
Because we are holding companies and have no direct operations, we
will only be able to pay dividends from our available cash on hand
and any funds we receive from our subsidiaries. Our insurance
subsidiaries are subject to regulations that limit their ability to
pay dividends or make loans or advances to us, principally to
protect policyholders, and certain of OMFC's debt agreements limit
the ability of certain of our subsidiaries to pay dividends. See
Notes 8 and 10 of the Notes to the Consolidated Financial
Statements included in this report for further information on
OMFC's debt agreements and our insurance subsidiary dividends,
respectively.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table presents information regarding repurchases of
our common stock, excluding commissions and fees, during the
quarter ended December 31, 2022:
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Period |
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Total Number of
Shares Purchased |
|
Average Price
paid per Share |
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Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs (a) |
|
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs (a) |
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October 1 - October 31 |
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659,386 |
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$ |
31.85 |
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659,386 |
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$ |
761,198,965 |
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November 1 - November 30 |
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480,726 |
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37.79 |
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480,726 |
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743,032,987 |
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December 1 - December 31 |
|
481,529 |
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36.34 |
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481,529 |
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725,533,397 |
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Total |
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1,621,641 |
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$ |
34.94 |
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1,621,641 |
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(a)
On February 2, 2022, the Board authorized a $1 billion stock
repurchase program, excluding fees, commissions, and other expenses
related to the repurchases. The authorization expires on December
31, 2024. The timing, number and share price of any additional
shares repurchased will be determined by OMH based on its
evaluation of market conditions and other factors and will be made
in accordance with applicable securities laws in either the open
market or in privately negotiated transactions. OMH is not
obligated to purchase any shares under the program, which may be
modified, suspended or discontinued at any time.
STOCK PERFORMANCE
The following data and graph show a comparison of the cumulative
total shareholder return for OMH's common stock, the NYSE Financial
Sector (Total Return) Index, and the NYSE Composite (Total Return)
Index from December 31, 2017 through December 31, 2022. This data
assumes simultaneous investments of $100 on December 31, 2017 and
reinvestment of any dividends. The information in this “Stock
Performance” section shall not be deemed to be “soliciting
material” or to be “filed” with the SEC or subject to Regulation
14A or 14C, or to the liabilities of Section 18 of the Exchange
Act.
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At December 31, |
|
2017 |
2018 |
2019 |
2020 |
2021 |
2022 |
OneMain Holdings, Inc. |
$ |
100.00 |
|
$ |
93.46 |
|
$ |
175.88 |
|
$ |
238.02 |
|
$ |
294.29 |
|
$ |
214.36 |
|
NYSE Composite Index |
100.00 |
|
91.21 |
|
114.70 |
|
122.83 |
|
148.42 |
|
134.75 |
|
NYSE Financial Sector Index |
100.00 |
|
86.93 |
|
112.73 |
|
110.21 |
|
138.03 |
|
120.56 |
|
|
|
|
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations. |
The following discussion and analysis of OMH's financial condition
and results of operations should be read together with the audited
consolidated financial statements and related notes included in
this report. This discussion and analysis contains forward-looking
statements that involve risk, uncertainties, and assumptions. See
“Forward-Looking Statements” included in this report for more
information. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of many
factors, including those discussed in “Risk Factors” included in
this report.
An index to our management’s discussion and analysis
follows:
We operate in the United States and market our personal loans in 44
states. We also offer two credit cards, BrightWay and BrightWay+,
which are designed to reward customers for responsible credit
activity such as consistent on-time payments. We continue to expand
BrightWay and BrightWay+ credit cards across our branch network,
through direct mail, and through our digital affiliates. In
connection with our offerings, our insurance subsidiaries offer our
personal loan customers optional credit and non-credit insurance,
and other insurance-related products. We strive to meet our
customers at their preferred channel and to deliver a seamless
customer experience through our digital platforms or working with
our expert team members at our approximately 1,400 locations. Our
personal loans, credit cards, and other products help customers
meet everyday needs and take steps to improve their financial
well-being.
In addition to our loan originations, insurance, and other product
sales activities, we also service the loans that we originate and
retain on our balance sheet, as well as loans owned by third
parties on their behalf in connection with our whole loan sale
program and legacy businesses. We also pursue strategic
acquisitions and dispositions of assets and businesses, including
loan portfolios or other financial assets, and may establish joint
ventures or enter into other strategic alliances.
OUR PRODUCTS
Our product offerings include:
•Personal
Loans —
We offer personal loans through our branch network, centralized
operations, and our website,
www.omf.com,
to customers who need timely access to cash. Our personal loans are
non-revolving, with a fixed rate, have fixed terms generally
between three and six years, and are secured by automobiles, other
titled collateral, or are unsecured. At December 31, 2022, we had
approximately 2.33 million personal loans totaling $19.9 billion of
net finance receivables, of which 52% were secured by titled
property, compared to approximately 2.34 million personal loans
totaling $19.2 billion of net finance receivables, of which 52%
were secured by titled property at December 31, 2021. We also
service personal loans for our whole loan sale
partners.
•Credit
Cards —
We offer credit cards through a third-party bank partner from which
we purchase the receivable balances. The credit cards are offered
through our branch network, direct mail marketing, and
direct-to-consumer via our affiliates. Credit cards are open-ended,
revolving, with a fixed rate, and are unsecured. At December 31,
2022, we had approximately 135 thousand open credit card
customer accounts, totaling $107 million of net finance
receivables, compared to approximately 66 thousand open credit
card customer accounts, totaling $25 million of net finance
receivables at December 31, 2021.
•Insurance
Products —
We offer our customers
optional credit insurance
products (life, disability, and involuntary unemployment insurance)
and optional non-credit insurance products through both our branch
network and our centralized operations. Credit insurance and
non-credit insurance products are provided by our affiliated
insurance companies. We offer GAP coverage as a waiver product or
insurance. We also offer optional membership plans from an
unaffiliated company.
OUR SEGMENT
At December 31, 2022, Consumer and Insurance (“C&I”) is our
only reportable segment, which includes personal loans, credit
cards, and insurance products. At December 31, 2022, we managed a
combined total of 2.56 million customer accounts and $20.8 billion
of managed receivables, compared to 2.45 million customer accounts
and $19.6 billion of managed receivables at December 31,
2021.
The remaining components (which we refer to as “Other”) consist of
our liquidating SpringCastle Portfolio servicing activity and our
non-originating legacy operations, which primarily include our
liquidating real estate loans held for sale and reported in Other
assets in our consolidated balance sheets. See Note 17 of the Notes
to the Consolidated Financial Statements included in this report
for more information about our segment.
HOW WE ASSESS OUR BUSINESS PERFORMANCE
We closely monitor the primary drivers of pretax operating income,
which consist of the following:
Interest Income
We track interest income, including certain fees earned on our
finance receivables, and continually monitor the components that
impact our yield. We include any late charges on loans that we have
collected from customer payments in interest income.
Interest Expense
We track the interest expense incurred on our debt, along with
amortization or accretion of premiums or discounts, and issuance
costs, to monitor the components of our cost of funds. We expect
interest expense to fluctuate based on changes in the secured
versus unsecured mix of our debt, time to maturity, the cost of
funds rate, and utilization of revolving conduit
facilities.
Net Credit Losses
The credit quality of our loans is driven by our underwriting
philosophy, which considers the prospective customer’s household
budget, his or her willingness and capacity to repay, and the
underlying collateral on the loan. We closely analyze credit
performance because the profitability of our loan portfolio is
directly connected to net credit losses. We define net credit
losses as gross charge-offs minus recoveries in the portfolio.
Additionally, because delinquencies are an early indicator of
future net credit losses, we analyze delinquency trends, adjusting
for seasonality, to determine whether our loans are performing in
line with our original estimates. We also monitor recovery rates
because of their contribution to the reduction in the severity of
our charge-offs.
Operating Expenses
We assess our operational efficiency using various metrics and
conduct extensive analysis to determine whether fluctuations in
cost and expense levels indicate operational trends that need to be
addressed. Our operating expense analysis also includes a review of
origination and servicing costs to assist us in managing overall
profitability.
Finance Receivables Originations and Purchase Volume
Because loan volume and portfolio size determine the magnitude of
the impact of each of the above factors on our earnings, we also
closely monitor originations, purchase volume, and annual
percentage rate.
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|
|
Recent Developments and Outlook |
RECENT DEVELOPMENTS
Stock Repurchase Program
On February 2, 2022, the Board authorized a stock repurchase
program, which allows us to repurchase up to $1.0 billion of OMH’s
outstanding common stock, excluding fees, commissions, and other
expenses related to the repurchases. The authorization expires on
December 31, 2024. As of December 31, 2022, we had $726 million of
authorized share repurchase capacity, excluding fees and
commissions, remaining under the program.
See “Liquidity and Capital Resources” under Management’s Discussion
and Analysis of Financial Condition and Results of Operations and
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities in Part II of
this report for further information on our shares
repurchased.
Private Secured Term Funding
On April 25, 2022, OMFC entered into a $350 million private
secured term funding collateralized by our personal loans. No
principal payments are required to be made during the first three
years, followed by a subsequent one-year amortization period at the
expiration of which the outstanding principal amount is due and
payable.
Social Securitization Transaction - OMFIT 2022-S1
As part of our continued commitment to improve the financial
well-being of hardworking Americans, on April 27, 2022, OMFC
completed its first social securitization under Rule 144A. We
issued $600 million principal amount of notes backed by personal
loans (“OMFIT 2022-S1”) made to the target population identified in
the OneMain 2022 ABS Social Bond Framework. OMFIT 2022-S1 has a
revolving period of three years, during which no principal payments
are required. Generally, the target population is comprised of
borrowers residing in rural communities (by zip code), 75% of whom
are lower income borrowers in these communities. Through the
OneMain 2022 ABS Social Bond Framework we aim to promote financial
inclusion to the target population by providing equitable access to
fair and transparent credit. The OneMain 2022 ABS Social Bond
Framework, which is available on OneMain’s Investor Relations
website, aligns to the Social Bond Principles 2021, as administered
by the International Capital Market Association.
Securitization Transactions Completed - ODART 2022-1, OMFIT 2022-2,
and OMFIT 2022-3
For information regarding the issuances of our secured debt, see
“Liquidity and Capital Resources” under Management’s Discussion and
Analysis of Financial Condition and Results of Operations in this
report.
Redemption of 8.875% Senior Notes Due 2025
On June 1, 2022, OMFC paid a net aggregate amount of
$637 million, inclusive of accrued interest and premiums, to
complete the redemption of its 8.875% Senior Notes due
2025.
Unsecured Corporate Revolver
On June 15, 2022, OMFC increased the total maximum borrowing
capacity of its unsecured corporate revolver to $1.25 billion.
At December 31, 2022, no amounts were drawn under this
facility.
For further information regarding the redemption of our unsecured
debt and our corporate revolver, see Note 8 of the Notes to the
Consolidated Financial Statements included in this
report.
Cash Dividends to OMH's Common Stockholders
For information regarding the quarterly dividends declared by OMH,
see “Liquidity and Capital Resources” under Management’s Discussion
and Analysis of Financial Condition and Results of Operations in
this report.
Election and Resignation of Members of the Board
On January 27, 2022, Toos N. Daruvala was elected to the Board,
effective February 14, 2022.
On February 24, 2022, Peter B. Sinensky resigned from the
Board.
Appointments of OMFC’s President and Chief Executive Officer
(“CEO”), and Vice President, Chief Financial Officer (“CFO”) and a
new member of OMFC’s Board of Directors
On December 12, 2022, OMFC’s Board of Directors appointed Micah R.
Conrad as OMFC’s President and CEO and elected Matthew Vaughan as
Vice President, CFO of OMFC and to OMFC’s Board of Directors. Mr.
Conrad succeeds Richard N. Tambor and Mr. Vaughan succeeds Mr.
Conrad’s former position as CFO of OMFC.
Management’s Response to the COVID-19 Pandemic
In early 2020, COVID-19 evolved into a global pandemic, resulting
in widespread volatility and deterioration in economic conditions
across the states and regions that we serve. Throughout the
pandemic, we maintained our focus on assisting and supporting our
customers, while remaining committed to the safety of our
employees. We continue to serve our customers by keeping our branch
locations open with appropriate protective protocols in place and
through our digital platform. This hybrid capability has sustained
our operating performance through the pandemic and enabled us to
serve and support our customers effectively.
OUTLOOK
We are actively monitoring the current macroeconomic developments,
including geopolitical actions outside of the U.S., and remain
prepared for any opportunities or challenges that may impact our
business. Our financial condition and results of operations could
be affected by macroeconomic conditions, including changes in
unemployment, inflation, interest rates, and consumer confidence.
We will continue to incorporate updates to our macroeconomic
assumptions, as necessary, which could lead to further adjustments
in our allowance for finance receivable losses, allowance ratio,
and provision for finance receivable losses.
Our experienced management team remains focused on maintaining a
solid balance sheet with a strong liquidity runway and capital
coverage, upholding a conservative and disciplined underwriting
model, and building strong relationships with our customers to
ensure that we are serving them well. We believe we are well
positioned to serve our customers, invest in our business, and
drive long-term growth to create value for our stockholders as we
navigate an ever-evolving economic, social, political, and
regulatory environment.
The results of OMFC are consolidated into the results of OMH. Due
to the nominal differences between OMFC and OMH, content throughout
this section relates only to OMH. See Note 1 of the Notes to the
Consolidated Financial Statements included in this report for
further information.
OMH'S CONSOLIDATED RESULTS
See the table below for OMH's consolidated operating results and
selected financial statistics. A further discussion of OMH's
operating results for our operating segment is provided under
“Segment Results” below.
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(dollars in millions, except per share amounts) |
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
At or for the Years Ended December 31, |
|
|
|
|
|
2022 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
$ |
4,435 |
|
|
$ |
4,364 |
|
|
$ |
4,368 |
|
Interest expense |
|
|
|
|
|
892 |
|
|
937 |
|
|
1,027 |
|
Provision for finance receivable losses |
|
|
|
|
|
1,402 |
|
|
593 |
|
|
1,319 |
|
Net interest income after provision for finance receivable
losses
|
|
|
|
|
|
2,141 |
|
|
2,834 |
|
|
2,022 |
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues |
|
|
|
|
|
629 |
|
|
531 |
|
|
526 |
|
Other expenses |
|
|
|
|
|
1,607 |
|
|
1,624 |
|
|
1,571 |
|
Income before income taxes
|
|
|
|
|
|
1,163 |
|
|
1,741 |
|
|
977 |
|
Income taxes |
|
|
|
|
|
285 |
|
|
427 |
|
|
247 |
|
Net income |
|
|
|
|
|
$ |
878 |
|
|
$ |
1,314 |
|
|
$ |
730 |
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Share Data: |
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Earnings per share: |
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Diluted |
|
|
|
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|
$ |
7.06 |
|
|
$ |
9.87 |
|
|
$ |
5.41 |
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|
|
|
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|
Selected Financial Statistics (a) |
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Total finance receivables: |
|
|
|
|
|
|
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|
|
|
Net finance receivables |
|
|
|
|
|
$ |
19,986 |
|
|
$ |
19,212 |
|
|
$ |
18,084 |
|
Average net receivables |
|
|
|
|
|
$ |
19,440 |
|
|
$ |
18,281 |
|
|
$ |
17,997 |
|
Yield |
|
|
|
|
|
22.79 |
% |
|
23.84 |
% |
|
24.24 |
% |
Gross charge-off ratio |
|
|
|
|
|
7.40 |
% |
|
5.41 |
% |
|
6.46 |
% |
Recovery ratio |
|
|
|
|
|
(1.29) |
% |
|
(1.21) |
% |
|
(0.92) |
% |
Net charge-off ratio |
|
|
|
|
|
6.10 |
% |
|
4.20 |
% |
|
5.54 |
% |
|
|
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|
|
|
|
|
|
|
|
Personal loans: |
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Net finance receivables |
|
|
|
|
|
$ |
19,879 |
|
|
$ |
19,187 |
|
|
$ |
18,084 |
|
Origination volume |
|
|
|
|
|
$ |
13,879 |
|
|
$ |
13,825 |
|
|
$ |
10,729 |
|
Number of accounts |
|
|
|
|
|
2,334,097 |
|
|
2,336,845 |
|
|
2,304,951 |
|
Number of accounts originated |
|
|
|
|
|
1,365,989 |
|
|
1,388,123 |
|
|
1,099,767 |
|
30-89 Delinquency ratio |
|
|
|
|
|
3.07 |
% |
|
2.43 |
% |
|
2.28 |
% |
Credit cards (b): |
|
|
|
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|
|
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|
Net finance receivables |
|
|
|
|
|
$ |
107 |
|
|
$ |
25 |
|
|
$ |
— |
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Purchase volume |
|
|
|
|
|
$ |
172 |
|
|
$ |
26 |
|
|
$ |
— |
|
Number of open accounts |
|
|
|
|
|
135,335 |
|
|
65,513 |
|
|
— |
|
30-89 Delinquency ratio |
|
|
|
|
|
5.90 |
% |
|
0.08 |
% |
|
— |
% |
Debt balances: |
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|
Long-term debt balance |
|
|
|
|
|
$ |
18,281 |
|
|
$ |
17,750 |
|
|
$ |
17,800 |
|
Average daily debt balance |
|
|
|
|
|
$ |
17,854 |
|
|
$ |
17,441 |
|
|
$ |
18,080 |
|
(a) See “Glossary” at the beginning of this
report for formulas and definitions of our key performance
ratios.
(b) There were no credit cards for the year
ended December 31, 2020, as the product offering began in
2021.
Comparison of Consolidated Results for 2022 and 2021
Interest income
increased $71 million or 2% in 2022 when compared to 2021
primarily due to growth in our loan portfolio, partially offset by
lower yield.
Interest expense
decreased $45 million or 5% in 2022 when compared to 2021
primarily due to a lower average cost of funds, partially offset by
an increase in average debt.
See Notes 8 and 9 of the Notes to the Consolidated Financial
Statements included in this report for further information on our
long-term debt, securitization transactions, private secured term
funding, and our revolving conduit facilities.
Provision for finance receivable losses
increased $809 million or 136% in 2022 when compared to 2021
primarily driven by higher net charge-offs and an increase in the
allowance for finance receivable losses due to the weakened
macroeconomic environment and growth in the portfolio.
Other revenues
increased $98 million or 18% in 2022 when compared to 2021
primarily due to an increase in gains on the sales of finance
receivables and an increase in servicing revenue associated with
the whole loan sale program as a result of more loans sold in the
current period and lower net losses on the repurchases and
repayments of debt in the current period compared to the prior year
period.
Other expenses
decreased $17 million or 1% in 2022 when compared to 2021 primarily
due to a decrease in insurance policy and benefits claims expense
due to favorable experiences in credit life and term life products,
the prior year expense associated with the cash-settled stock-based
awards not present in the current year, and a decrease in
amortization expense of other intangibles primarily due to the
customer relationships intangible asset being fully amortized in
the prior year. The decrease was partially offset by an increase in
salaries and benefits expense and an increase in software and
technology expense driven by the continued investment in our
business.
Income taxes
totaled $285 million for 2022 compared to $427 million for 2021.
The effective tax rate for 2022 was 24.5% compared to 24.6% for
2021. The effective tax rate for 2022 and 2021 differed from the
federal statutory rate of 21% primarily due to the effect of state
income taxes.
See Note 13 of the Notes to the Consolidated Financial Statements
included in this report for further information on effective tax
rates.
Comparison of Consolidated Results for 2021 and 2020
For a comparison of OMH's results of operation for the years ended
2021 and 2020, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—OMH’s Consolidated
Results” in Part II - Item 7 of OMH's Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on
February 11, 2022.
NON-GAAP FINANCIAL MEASURES
Management uses C&I adjusted pretax income (loss), a non-GAAP
financial measure, as a key performance measure of our segment.
C&I adjusted pretax income (loss) represents income (loss)
before income taxes on a Segment Accounting Basis and excludes the
expense associated with the net loss resulting from repurchases and
repayments of debt, restructuring charges, direct costs associated
with COVID-19, the expense associated with the cash-settled
stock-based awards, and acquisition-related transaction and
integration expenses. Management believes C&I adjusted pretax
income (loss) is useful in assessing the profitability of our
segment.
Management also uses C&I pretax capital generation, a non-GAAP
financial measure, as a key performance measure of our segment.
This measure represents C&I adjusted pretax income as discussed
above and excludes the change in our C&I allowance for finance
receivable losses in the period while still considering the C&I
net charge-offs incurred during the period. Management believes
that C&I pretax capital generation is useful in assessing the
capital created in the period impacting the overall capital
adequacy of the Company. Management believes that the Company’s
reserves, combined with its equity, represent the Company’s loss
absorption capacity.
Management utilizes both C&I adjusted pretax income (loss) and
C&I pretax capital generation in evaluating our performance.
Additionally, both of these non-GAAP measures are consistent with
the performance goals established in OMH’s executive compensation
program. C&I adjusted pretax income (loss) and C&I pretax
capital generation are non-GAAP financial measures and should be
considered supplemental to, but not as a substitute for or superior
to, income (loss) before income taxes, net income, or other
measures of financial performance prepared in accordance with
GAAP.
OMH's reconciliations of income before income tax expense on a
Segment Accounting Basis to C&I adjusted pretax income
(non-GAAP) and C&I pretax capital generation (non-GAAP) were as
follows:
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(dollars in millions) |
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Years
Ended December 31, |
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2022 |
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2021 |
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2020 |
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Consumer and Insurance |
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Income before income taxes - Segment Accounting Basis
|
|
|
|
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|
$ |
1,177 |
|
|
$ |
1,788 |
|
|
$ |
1,021 |
|
Adjustments:
|
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Net loss on repurchases and repayments of
debt
|
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|
|
26 |
|
|
70 |
|
|
36 |
|
Restructuring charges |
|
|
|
|
|
7 |
|
|
— |
|
|
7 |
|
Direct costs associated with
COVID-19
|
|
|
|
|
|
4 |
|
|
6 |
|
|
17 |
|
Cash-settled stock-based awards |
|
|
|
|
|
— |
|
|
54 |
|
|
— |
|
Acquisition-related transaction and integration
expenses |
|
|
|
|
|
— |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted pretax income (non-GAAP)
|
|
|
|
|
|
1,214 |
|
|
1,918 |
|
|
1,092 |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for finance receivable losses |
|
|
|
|
|
1,399 |
|
|
587 |
|
|
1,313 |
|
Net charge-offs |
|
|
|
|
|
(1,186) |
|
|
(768) |
|
|
(998) |
|
Pretax capital generation (non-GAAP) |
|
|
|
|
|
$ |
1,427 |
|
|
$ |
1,737 |
|
|
$ |
1,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
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|
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|
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|
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|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The results of OMFC are consolidated into the results of OMH. Due
to the nominal differences between OMFC and OMH, content throughout
this section relate only to OMH. See Note 1 of the Notes to the
Consolidated Financial Statements included in this report for
further information.
See Note 17 of the Notes to the Consolidated Financial Statements
in this report for a description of our segment, methodologies used
to allocate revenues and expenses to our C&I segment, and
reconciliations of segment total to consolidated financial
statement amounts.
CONSUMER AND INSURANCE
OMH's adjusted pretax income and selected financial statistics for
C&I on an adjusted Segment Accounting Basis were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At or for the Years Ended December 31, |
|
|
|
|
|
2022 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
$ |
4,429 |
|
|
$ |
4,355 |
|
|
$ |
4,353 |
|
Interest expense |
|
|
|
|
|
886 |
|
|
930 |
|
|
1,007 |
|
Provision for finance receivable losses |
|
|
|
|
|
1,399 |
|
|
587 |
|
|
1,313 |
|
Net interest income after provision for finance receivable
losses
|
|
|
|
|
|
2,144 |
|
|
2,838 |
|
|
2,033 |
|
Other revenues |
|
|
|
|
|
644 |
|
|
597 |
|
|
551 |
|
Other expenses |
|
|
|
|
|
1,574 |
|
|
1,517 |
|
|
1,492 |
|
Adjusted pretax income (non-GAAP) |
|
|
|
|
|
$ |
1,214 |
|
|
$ |
1,918 |
|
|
$ |
1,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Financial Statistics (a) |
|
|
|
|
|
|
|
|
|
|
Total finance receivables: |
|
|
|
|
|
|
|
|
|
|
Net finance receivables |
|
|
|
|
|
$ |
19,987 |
|
|
$ |
19,215 |
|
|
$ |
18,091 |
|
|
|
|
|
|
|
|
|
|
|
|
Average net receivables |
|
|
|
|
|
$ |
19,442 |
|
|
$ |
18,286 |
|
|
$ |
18,009 |
|
Yield |
|
|
|
|
|
22.78 |
% |
|
23.82 |
% |
|
24.17 |
% |
Gross charge-off ratio |
|
|
|
|
|
7.40 |
% |
|
5.42 |
% |
|
6.46 |
% |
Recovery ratio |
|
|
|
|
|
(1.29) |
% |
|
(1.21) |
% |
|
(0.92) |
% |
Net charge-off ratio |
|
|
|
|
|
6.10 |
% |
|
4.20 |
% |
|
5.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
Personal loans: |
|
|
|
|
|
|
|
|
|
|
Net finance receivables |
|
|
|
|
|
$ |
19,880 |
|
|
$ |
19,190 |
|
|
$ |
18,091 |
|
Origination volume |
|
|
|
|
|
$ |
13,879 |
|
|
$ |
13,825 |
|
|
$ |
10,729 |
|
Number of accounts |
|
|
|
|
|
2,334,097 |
|
|
2,336,845 |
|
|
2,304,951 |
|
Number of accounts originated |
|
|
|
|
|
1,365,989 |
|
|
1,388,123 |
|
|
1,099,767 |
|
30-89 Delinquency ratio |
|
|
|
|
|
3.07 |
% |
|
2.43 |
% |
|
2.28 |
% |
Credit cards (b): |
|
|
|
|
|
|
|
|
|
|
Net finance receivables |
|
|
|
|
|
$ |
107 |
|
|
$ |
25 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase volume |
|
|
|
|
|
$ |
172 |
|
|
$ |
26 |
|
|
$ |
— |
|
Number of open accounts |
|
|
|
|
|
135,335 |
|
|
65,513 |
|
|
— |
|
30-89 Delinquency ratio |
|
|
|
|
|
5.90 |
% |
|
0.08 |
% |
|
— |
% |
(a) See “Glossary” at the beginning of this
report for formulas and definitions of our key performance
ratios.
(b) There were no credit cards for the year
ended December 31, 2020, as the product offering began in
2021.
Comparison of Adjusted Pretax Income for 2022 and 2021
Interest income
increased $74 million or 2% in 2022 when compared to 2021
primarily due to growth in our loan portfolio, partially offset by
lower yield.
Interest expense
decreased
$44 million or 5% in 2022 when compared to 2021 primarily due to a
lower average cost of funds, partially offset by an increase in
average debt.
See Notes 8 and 9 of the Notes to the Consolidated Financial
Statements included in this report for further information on our
long-term debt, securitization transactions, private secured term
funding, and our revolving conduit facilities.
Provision for finance receivable losses
increased $812 million or 138% in 2022 when compared to 2021
primarily driven by higher net charge-offs and an increase in the
allowance for finance receivable losses due to the weakened
macroeconomic environment and growth in the portfolio.
Other revenues
increased $47 million or 8% in 2022 when compared to 2021 primarily
due to an increase in gains on the sales of finance receivables and
an increase in servicing revenue associated with the whole loan
sale program as a result of more loans sold in the current
period.
Other expenses
increased $57 million or 4% in 2022 when compared to 2021 primarily
due to an increase in salaries and benefits expense and an increase
in software and technology expense driven by the continued
investment in our business. The increase was partially offset by a
decrease in insurance policy and benefits claims expense primarily
due to favorable experiences in credit life and term life
products.
Comparison of Adjusted Pretax Income for 2021 and 2020
For a comparison of OMH's adjusted pretax income for C&I for
the years ended 2021 and 2020, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—OMH’s
Consolidated Results” in Part II -Item 7 of OMH's Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the SEC
on February 11, 2022.
FINANCE RECEIVABLES
Our net finance receivables, consisting of personal loans and
credit cards, were $20.0 billion at December 31, 2022 and $19.2
billion at December 31, 2021. We consider the delinquency status of
our finance receivables as our key credit quality indicator. We
monitor the delinquency of our finance receivable portfolio,
including the migration between the delinquency buckets and changes
in the delinquency trends to manage our exposure to credit risk in
the portfolio. Our branch and central operation team members work
with customers as necessary and offer a variety of borrower
assistance programs to help customers continue to make
payments.
DELINQUENCY
We monitor delinquency trends to evaluate the risk of future credit
losses and employ advanced analytical tools to manage our exposure.
Team members are actively engaged in collection activities
throughout the early stages of delinquency. We closely track and
report the percentage of receivables that are contractually 30-89
days past due as a benchmark of portfolio quality, collections
effectiveness, and as a strong indicator of losses in coming
quarters.
When personal loans are contractually 60 days past due, we consider
these accounts to be at an increased risk for loss and collection
of these accounts is managed by our centralized operations. Use of
our centralized operations teams for managing late-stage
delinquency allows us to apply more advanced collection
technologies and tools and drives operating efficiencies in
servicing. We consider our personal loans to be nonperforming at 90
days contractually past due, at which point we stop accruing
finance charges and reverse finance charges previously
accrued.
We accrue finance charges and fees on credit cards until charge-off
at approximately 180 days past due, at which point we reverse
finance charges and fees previously accrued.
The delinquency information for net finance receivables on a
Segment Accounting Basis was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and Insurance |
|
|
|
|
|
|
(dollars in millions) |
|
Personal Loans |
|
Credit Cards |
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
18,726 |
|
|
$ |
93 |
|
|
|
|
|
|
|
30-59 days past due
|
|
357 |
|
|
3 |
|
|
|
|
|
|
|
60-89 days past due
|
|
253 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90+ days past due
|
|
544 |
|
|
8 |
|
|
|
|
|
|
|
Total net finance receivables
|
|
$ |
19,880 |
|
|
$ |
107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquency ratio
|
|
|
|
|
|
|
|
|
|
|
30-89 days past due
|
|
3.07 |
% |
|
5.90 |
% |
|
|
|
|
|
|
30+ days past due |
|
5.80 |
% |
|
13.08 |
% |
|
|
|
|
|
|
60+ days past due |
|
4.01 |
% |
|
9.69 |
% |
|
|
|
|
|
|
90+ days past due |
|
2.74 |
% |
|
7.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
18,340 |
|
|
$ |
25 |
|
|
|
|
|
|
|
30-59 days past due
|
|
282 |
|
|
— |
|
|
|
|
|
|
|
60-89 days past due
|
|
185 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90+ days past due
|
|
383 |
|
|
— |
|
|
|
|
|
|
|
Total net finance receivables
|
|
$ |
19,190 |
|
|
$ |
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquency ratio
|
|
|
|
|
|
|
|
|
|
|
30-89 days past due
|
|
2.43 |
% |
|
0.08 |
% |
|
|
|
|
|
|
30+ days past due |
|
4.43 |
% |
|
0.08 |
% |
|
|
|
|
|
|
60+ days past due |
|
2.96 |
% |
|
— |
% |
|
|
|
|
|
|
90+ days past due |
|
2.00 |
% |
|
— |
% |
|
|
|
|
|
|
ALLOWANCE FOR FINANCE RECEIVABLE LOSSES
We estimate and record an allowance for finance receivable losses
to cover the estimated lifetime expected credit losses on our
finance receivables. Our allowance for finance receivable losses
may fluctuate based upon changes in portfolio growth, credit
quality, and economic conditions.
Our current methodology to estimate expected credit losses used the
most recent macroeconomic forecasts, which incorporated the overall
unemployment rate. Our unemployment outlook leveraged projections
from various industry leading forecast providers. We also
considered inflationary pressures, consumer confidence levels, and
continued interest rate increases negatively impacting the economic
outlook. At December 31, 2022, our economic forecast used a
reasonable and supportable period of 12 months. We may experience
further changes to the macroeconomic assumptions within our
forecast, as well as changes to our loan loss performance outlook,
both of which could lead to further changes in our allowance for
finance receivable losses, allowance ratio, and provision for
finance receivable losses.
Changes in our allowance for finance receivable losses were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Consumer and Insurance |
|
|
|
Segment to
GAAP
Adjustment |
|
Consolidated
Total |
|
Personal Loans |
|
Credit Cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$ |
2,097 |
|
|
$ |
5 |
|
|
|
|
$ |
(7) |
|
|
$ |
2,095 |
|
Provision for finance receivable losses
|
|
1,376 |
|
|
23 |
|
|
|
|
3 |
|
|
1,402 |
|
Charge-offs
|
|
(1,431) |
|
|
(7) |
|
|
|
|
— |
|
|
(1,438) |
|
Recoveries
|
|
252 |
|
|
— |
|
|
|
|
— |
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$ |
2,294 |
|
|
$ |
21 |
|
|
|
|
$ |
(4) |
|
|
$ |
2,311 |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance ratio
|
|
11.54 |
% |
|
19.12 |
% |
|
|
|
(a) |
|
11.56 |
% |
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$ |
2,283 |
|
|
$ |
— |
|
|
|
|
$ |
(14) |
|
|
$ |
2,269 |
|
Provision for finance receivable losses
|
|
582 |
|
|
5 |
|
|
|
|
6 |
|
|
$ |
593 |
|
Charge-offs
|
|
(990) |
|
|
— |
|
|
|
|
1 |
|
|
$ |
(989) |
|
Recoveries
|
|
222 |
|
|
— |
|
|
|
|
— |
|
|
$ |
222 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$ |
2,097 |
|
|
$ |
5 |
|
|
|
|
$ |
(7) |
|
|
$ |
2,095 |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance ratio
|
|
10.93 |
% |
|
19.91 |
% |
|
|
|
(a) |
|
10.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020 (b) |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$ |
849 |
|
|
$ |
— |
|
|
|
|
$ |
(20) |
|
|
$ |
829 |
|
Impact of adoption of ASU 2016-13 (c)
|
|
1,119 |
|
|
— |
|
|
|
|
(1) |
|
|
1,118 |
|
Provision for finance receivable losses
|
|
1,313 |
|
|
— |
|
|
|
|
6 |
|
|
1,319 |
|
Charge-offs
|
|
(1,163) |
|
|
— |
|
|
|
|
1 |
|
|
(1,162) |
|
Recoveries
|
|
165 |
|
|
— |
|
|
|
|
— |
|
|
165 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$ |
2,283 |
|
|
$ |
— |
|
|
|
|
$ |
(14) |
|
|
$ |
2,269 |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance ratio
|
|
12.62 |
% |
|
— |
% |
|
|
|
(a) |
|
12.55 |
% |
(a) Not applicable.
(b) There were no credit cards for the year
ended December 31, 2020 as the product offering began in
2021.
(c) As a result of the adoption of ASU
2016-13, we recorded a one-time adjustment to the allowance for
finance receivable losses.
The current delinquency status of our finance receivable portfolio,
inclusive of recent borrower performance, volume of our TDR
activity, level and recoverability of collateral securing our
finance receivable portfolio, and the reasonable and supportable
forecast of economic conditions are the primary drivers that can
cause fluctuations in our allowance ratio from period to period. We
monitor the allowance ratio to ensure we have a sufficient level of
allowance for finance receivable losses based on the estimated
lifetime expected credit losses in our finance receivable
portfolio. The allowance for finance receivable losses as a
percentage of net finance receivables for personal loans increased
from the prior year period primarily due to the weakened
macroeconomic environment. See Note 5 of the Notes to the
Consolidated Financial Statements included in this report for more
information about the changes in the allowance for finance
receivable losses.
TDR FINANCE RECEIVABLES
We may modify the terms of our finance receivables to assist
borrowers experiencing financial difficulties. When we modify a
loan’s contractual terms for economic
or other reasons related to the borrower’s financial difficulties
and grant a concession that we would not otherwise consider, we
classify that loan as a TDR finance receivable.
Information regarding TDR net finance receivables for personal
loans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Personal
Loans |
|
|
|
|
|
Segment to
GAAP
Adjustment |
|
GAAP
Basis |
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
TDR net finance receivables |
|
$ |
915 |
|
|
|
|
|
|
$ |
(11) |
|
|
$ |
904 |
|
Allowance for TDR finance receivable losses |
|
373 |
|
|
|
|
|
|
(4) |
|
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
TDR net finance receivables |
|
$ |
671 |
|
|
|
|
|
|
$ |
(21) |
|
|
$ |
650 |
|
Allowance for TDR finance receivable losses |
|
279 |
|
|
|
|
|
|
(9) |
|
|
270 |
|
There were no credit cards classified as TDR finance receivables at
December 31, 2022 or December 31, 2021.
DISTRIBUTION OF FINANCE RECEIVABLES BY FICO SCORE
There are many different categorizations used in the consumer
lending industry to describe the creditworthiness of a borrower,
including prime, near-prime, and sub-prime. While management does
not utilize FICO scores to manage credit quality, we group FICO
scores into the following categories for comparability purposes
across our industry:
•Prime:
FICO score of 660 or higher
•Near-prime:
FICO score of 620-659
•Sub-prime:
FICO score of 619 or below
Our customers’ demographics are, in many respects, near the
national median but may vary from national norms in terms of credit
and repayment histories. Many of our customers have experienced
some level of prior financial difficulty or have limited credit
experience and require higher levels of servicing and support from
our branch network and central servicing operations.
The following table reflects our net finance receivables grouped
into the categories described above based on borrower FICO credit
scores as of the most recently refreshed date or as of the loan
origination or purchase date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Personal Loans |
|
Credit Cards |
|
Total |
|
|
|
|
|
|
|
December 31, 2022 |
|
|
|
|
|
|
FICO scores |
|
|
|
|
|
|
660 or higher
|
|
$ |
4,255 |
|
|
$ |
15 |
|
|
$ |
4,270 |
|
620-659
|
|
4,986 |
|
|
37 |
|
|
5,023 |
|
619 or below
|
|
10,638 |
|
|
55 |
|
|
10,693 |
|
Total |
|
$ |
19,879 |
|
|
$ |
107 |
|
|
$ |
19,986 |
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
FICO scores * |
|
|
|
|
|
|
660 or higher
|
|
$ |
4,897 |
|
|
$ |
14 |
|
|
$ |
4,911 |
|
620-659
|
|
5,321 |
|
|
7 |
|
|
5,328 |
|
619 or below
|
|
8,969 |
|
|
4 |
|
|
8,973 |
|
Total |
|
$ |
19,187 |
|
|
$ |
25 |
|
|
$ |
19,212 |
|
* Due to the impact of COVID-19, FICO scores as of December 31,
2021 may have been positively impacted by government stimulus
measures, borrower assistance programs, and potentially
inconsistent reporting to credit bureaus.
|
|
|
Liquidity and Capital Resources |
SOURCES AND USES OF FUNDS
We finance the majority of our operating liquidity and capital
needs through a combination of cash flows from operations, secured
debt, unsecured debt, borrowings from revolving conduit facilities,
whole loan sales, and equity. We may also utilize other sources in
the future. As a holding company, all of the funds generated from
our operations are earned by our operating subsidiaries. Our
operating subsidiaries’ primary cash needs relate to funding our
lending activities, our debt service obligations, our operating
expenses, payment of insurance claims, and expenditures relating to
upgrading and monitoring our technology platform, risk systems, and
branch locations.
We have previously purchased portions of our unsecured
indebtedness, and we may elect to purchase additional portions of
our unsecured indebtedness or securitized borrowings in the future.
Future purchases may be made through the open market, privately
negotiated transactions with third parties, or pursuant to one or
more tender or exchange offers, all of which are subject to terms,
prices, and consideration we may determine at our
discretion.
During the year ended December 31, 2022, OMH generated net income
of $878 million. OMH’s net cash inflow from operating and investing
activities totaled $268 million for the year ended December 31,
2022. At December 31, 2022, our scheduled principal and interest
payments for 2023 on our existing debt (excluding securitizations)
totaled $1.5 billion. As of December 31, 2022, we had $9.3 billion
of unencumbered loans.
Based on our estimates and considering the risks and uncertainties
of our plans, we believe that we will have adequate liquidity to
finance and operate our businesses and repay our obligations as
they become due for at least the next 24 months.
OMFC’s Unsecured Corporate Revolver
At December 31, 2022, the borrowing capacity of our corporate
revolver was $1.25 billion, and no amounts were
drawn.
OMFC’s Redemption and Repurchases of Unsecured Debt
For information regarding the redemption and open market
repurchases of OMFC’s unsecured debt, see Note 8 of the Notes to
the Consolidated Financial Statements included in this
report.
Securitizations and Borrowings from Revolving Conduit
Facilities
During the year ended December 31, 2022, we completed four personal
loan securitizations (OMFIT 2022-S1, ODART 2022-1, OMFIT 2022-2,
and OMFIT 2022-3, see “Securitized Borrowings” below) and redeemed
five personal loan securitizations (ODART 2018-1, OMFIT 2019-1,
OMFIT 2015-3, OMFIT 2018-1, and OMFIT 2016-3). During the year
ended December 31, 2022, we entered into one new revolving conduit
facility. At December 31, 2022, $50 million was drawn under our
revolving conduit facilities, and the remaining borrowing capacity
was $6.1 billion. At December 31, 2022, we had $10.3 billion
of gross finance receivables pledged as collateral for our
securitizations, revolving conduit facilities, and private secured
term funding.
Private Secured Term Funding
On April 25, 2022, OMFC entered into a $350 million private
secured term funding collateralized by our personal loans. No
principal payments are required to be made during the first three
years, followed by a subsequent one-year amortization period at the
expiration of which the outstanding principal amount is due and
payable.
See Notes 8 and 9 of the Notes to the Consolidated Financial
Statements included in this report for further information on our
long-term debt, securitization transactions, private secured term
funding, and revolving conduit facilities.
Credit Ratings
Our credit ratings impact our ability to access capital markets and
our borrowing costs. Rating agencies base their ratings on numerous
factors, including liquidity, capital adequacy, asset quality,
quality of earnings, and the probability of systemic support.
Significant changes in these factors could result in different
ratings.
The table below outlines OMFC’s long-term corporate debt ratings
and outlook by rating agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022
|
|
Rating |
|
Outlook |
|
|
|
|
|
S&P |
|
BB |
|
Stable |
Moody’s |
|
Ba2 |
|
Stable |
KBRA |
|
BB+ |
|
Positive |
Currently, no other entity has a corporate debt rating, though they
may be rated in the future.
Stock Repurchased
During the year ended December 31, 2022, OMH repurchased 7,181,023
shares of its common stock through its stock repurchase program for
an aggregate total of $303 million, including commissions and fees.
As of December 31, 2022, OMH held a total of 13,813,476 shares of
treasury stock. To provide funding for the OMH stock repurchases,
the OMFC Board of Directors authorized dividend payments in the
amount of $280 million.
For additional information regarding the shares repurchased, see
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities of Part II
included in this report.
Cash Dividend to OMH's Common Stockholders
As of December 31, 2022, the dividend declarations for the current
year by the Board were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend Per Share |
|
Amount Paid |
|
|
|
|
|
|
|
|
|
(in millions) |
February 2, 2022 |
|
February 14, 2022 |
|
February 18, 2022 |
|
$ |
0.95 |
|
|
|
$ |
121 |
|
April 28, 2022 |
|
May 9, 2022 |
|
May 13, 2022 |
|
0.95 |
|
|
118 |
|
July 27, 2022 |
|
August 8, 2022 |
|
August 12, 2022 |
|
0.95 |
|
|
|
117 |
|
October 26, 2022 |
|
November 7, 2022 |
|
November 14, 2022 |
|
0.95 |
|
|
|
116 |
|
Total |
|
|
|
|
|
$ |
3.80 |
|
|
|
$ |
472 |
|
To provide funding for the dividend, OMFC paid dividends of $471
million to OMH during the year ended December 31,
2022.
On February 7, 2023, OMH declared a dividend of $1.00 per
share payable on February 24, 2023 to record holders of OMH's
common stock as of the close of business on February 17, 2023.
To provide funding for the OMH dividend, the OMFC Board of
Directors authorized a dividend in the amount of up to $121 million
payable on or after February 17, 2023.
While OMH intends to pay its minimum quarterly dividend, currently
$1.00 per share, for the foreseeable future, all subsequent
dividends will be reviewed and declared at the discretion of the
Board and will depend on many factors, including our financial
condition, earnings, cash flows, capital requirements, level of
indebtedness, statutory and contractual restrictions applicable to
the payment of dividends, and other considerations that the Board
deems relevant. OMH’s dividend payments may change from time to
time, and the Board may choose not to continue to declare dividends
in the future. See our “Dividend Policy” in Part II - Item 5 of
this report for further information.
Whole Loan Sale Transactions
As of December 31, 2022, we have whole loan sale flow agreements
with third parties, with remaining terms of up to one year, in
which we agreed to sell a combined total of $180 million gross
receivables per quarter of newly originated unsecured personal
loans along with any associated accrued interest. During the year
ended December 31, 2022, we sold $720 million of gross finance
receivables, compared to $505 million during the year ended
December 31, 2021. See Note 4 of the Notes to the Consolidated
Financial Statements included in this report for further
information on the whole loan sale transactions.
LIQUIDITY
OMH's Operating Activities
Net cash provided by operations of $2.4 billion for the year ended
December 31, 2022 reflected net income of $878 million, the impact
of non-cash items, and an unfavorable change in working capital of
$90 million. Net cash provided by operations of $2.2 billion for
the year ended December 31, 2021 reflected net income of $1.3
billion, the impact of non-cash items, and an unfavorable change in
working capital of $48 million. Net cash provided by operations of
$2.2 billion for the year ended December 31, 2020 reflected net
income of $730 million, the impact of non-cash items, and an
unfavorable change in working capital of $118 million.
OMH's Investing Activities
Net cash used for investing activities of $2.1 billion for
both the years ended December 31, 2022 and 2021 was primarily due
to net principal originations and purchases of finance receivables
and purchases of available-for-sale and other securities, partially
offset by the proceeds from sales of finance receivables and calls,
sales, and maturities of available-for-sale and other securities.
Net cash used for investing activities of $751 million for the year
ended December 31, 2020 was primarily due to net principal
originations of finance receivables and purchases of
available-for-sale and other securities, partially offset by calls,
sales and maturities of available-for-sale and other
securities.
OMH's Financing Activities
Net cash used for financing activities of $326 million for the
year ended December 31, 2022 was primarily due to repayments and
repurchases of long-term debt, cash dividends paid, and the cash
paid to repurchase common stock, partially offset by the issuance
and borrowings of long-term debt. Net cash used for financing
activities of $1.8 billion and $370 million for the years ended
December 31, 2021 and 2020, respectively, were primarily due to
debt repayments, cash dividends paid, and the cash paid to
repurchase common stock, partially offset by the issuance and
borrowings of long-term debt.
OMH's Cash and Investments
At December 31, 2022, we had $498 million of cash and cash
equivalents, which included $147 million of cash and cash
equivalents held at our regulated insurance subsidiaries or for
other operating activities that is unavailable for general
corporate purposes.
At December 31, 2022, we had $1.8 billion of investment securities,
which are all held as part of our insurance operations and are
unavailable for general corporate purposes.
Liquidity Risks and Strategies
OMFC’s credit ratings are non-investment grade, which has a
significant impact on our cost and access to capital. This, in
turn, can negatively affect our ability to manage our liquidity and
our ability or cost to refinance our indebtedness.
There are numerous risks to our financial results, liquidity,
capital raising, and debt refinancing plans, some of which may not
be quantified in our current liquidity forecasts. These risks
include, but are not limited to, the following:
•our
inability to grow or maintain our personal loan portfolio with
adequate profitability;
•the
effect of federal, state and local laws, regulations, or regulatory
policies and practices;
•effects
of ratings downgrades on our secured or unsecured
debt;
•potential
liability relating to real estate and personal loans which we have
sold or may sell in the future, or relating to securitized loans;
and
•the
potential for disruptions in the debt and equity
markets.
The principal factors that could decrease our liquidity are
customer delinquencies and defaults, a decline in customer
prepayments, rising interest rates, and a prolonged inability to
adequately access capital market funding. We intend to support our
liquidity position by utilizing some or all of the following
strategies:
•maintaining
disciplined underwriting standards and pricing for loans we
originate or purchase and managing purchases of finance
receivables;
•pursuing
additional debt financings (including new secured and unsecured
debt issuances, debt refinancing transactions, unsecured corporate
revolvers, and revolving conduit 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
new and extending existing secured revolving facilities to provide
committed liquidity in case of prolonged market
fluctuations.
However, it is possible that the actual outcome of one or more of
our plans could be materially different than expected or that one
or more of our significant judgments or estimates could prove to be
materially incorrect.
OUR INSURANCE SUBSIDIARIES
Our insurance subsidiaries are subject to state regulations that
limit their ability to pay dividends. See Note 10 of the Notes to
the Consolidated Financial Statements in Part II - Item 8 included
in this report for further information on these state restrictions
and the dividends paid by our insurance subsidiaries from 2020
through 2022.
OUR DEBT AGREEMENTS
The debt agreements which OMFC and its subsidiaries are a party to
include customary terms and conditions, including covenants and
representations and warranties. See Note 8 of the Notes to the
Consolidated Financial Statements in Part II - Item 8 included in
this report for more information on the restrictive covenants under
OMFC’s debt agreements, as well as the guarantees of OMFC’s
long-term debt.
Securitized Borrowings
We execute private securitizations under Rule 144A of the
Securities Act of 1933, as amended. As of December 31, 2022, our
structured financings consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Issue Amount (a) |
|
Initial Collateral Balance |
|
Current
Note Amounts
Outstanding (a) |
|
Current Collateral Balance
(b) |
|
Current
Weighted Average
Interest Rate |
|
Original
Revolving
Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMFIT 2018-2 |
|
368 |
|
|
381 |
|
|
350 |
|
|
400 |
|
|
3.87 |
% |
|
5 years |
|
|
|
|
OMFIT 2019-2 |
|
900 |
|
|
947 |
|
|
900 |
|
|
995 |
|
|
3.30 |
% |
|
7 years |
|
|
|
|
OMFIT 2019-A |
|
789 |
|
|
892 |
|
|
750 |
|
|
892 |
|
|
3.78 |
% |
|
7 years |
|
|
|
|
OMFIT 2020-1 |
|
821 |
|
|
958 |
|
|
457 |
|
|
556 |
|
|
4.34 |
% |
|
2 years |
|
|
|
|
OMFIT 2020-2 |
|
1,000 |
|
|
1,053 |
|
|
1,000 |
|
|
1,053 |
|
|
2.03 |
% |
|
5 years |
|
|
|
|
OMFIT 2021-1 |
|
850 |
|
|
904 |
|
|
850 |
|
|
904 |
|
|
2.46 |
% |
|
5 years |
|
|
|
|
OMFIT 2022-S1 |
|
600 |
|
|
652 |
|
|
600 |
|
|
652 |
|
|
4.31 |
% |
|
3 years |
|
|
|
|
OMFIT 2022-2 |
|
1,000 |
|
|
1,099 |
|
|
1,000 |
|
|
1,099 |
|
|
5.17 |
% |
|
2 years |
|
|
|
|
OMFIT 2022-3 (c) |
|
979 |
|
|
1,090 |
|
|
796 |
|
|
1,090 |
|
|
6.00 |
% |
|
2 years |
|
|
|
|
ODART 2019-1 |
|
737 |
|
|
750 |
|
|
700 |
|
|
750 |
|
|
3.79 |
% |
|
5 years |
|
|
|
|
ODART 2021-1 |
|
1,000 |
|
|
1,053 |
|
|
1,000 |
|
|
1,053 |
|
|
0.98 |
% |
|
2 years |
|
|
|
|
ODART 2022-1 |
|
600 |
|
|
632 |
|
|
600 |
|
|
632 |
|
|
4.92 |
% |
|
2 years |
|
|
|
|
Total securitizations |
|
$ |
9,644 |
|
|
$ |
10,411 |
|
|
$ |
9,003 |
|
|
$ |
10,076 |
|
|
|
|
|
|
|
|
|
(a) Issue Amount includes the retained interest amounts as
applicable and the Current Note Amounts Outstanding balances
reflect pay-downs subsequent to note issuance and exclude retained
interest amounts.
(b) Inclusive of in-process replenishments of collateral for
securitized borrowings in a revolving status as of December 31,
2022.
(c) On December 14, 2022, we issued $979 million of notes
backed by personal loans and retained the Class C and Class D notes
in the amount of $183 million. The notes mature in May of
2034.
Revolving Conduit Facilities
In addition to the structured financings, we had access to 15
revolving conduit facilities with a total borrowing capacity of
$6.2 billion as of December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Advance Maximum Balance |
|
Amount
Drawn |
|
|
|
|
|
|
|
|
|
|
|
|
|
OneMain Financial Funding VII, LLC |
|
$ |
600 |
|
|
$ |
— |
|
|
|
|
|
OneMain Financial Funding IX, LLC |
|
600 |
|
|
— |
|
|
|
|
|
OneMain Financial Auto Funding I, LLC |
|
550 |
|
|
— |
|
|
|
|
|
Seine River Funding, LLC |
|
550 |
|
|
— |
|
|
|
|
|
Hudson River Funding, LLC |
|
500 |
|
|
— |
|
|
|
|
|
OneMain Financial Funding VIII, LLC |
|
400 |
|
|
— |
|
|
|
|
|
River Thames Funding, LLC |
|
400 |
|
|
— |
|
|
|
|
|
OneMain Financial Funding X, LLC |
|
400 |
|
|
50 |
|
|
|
|
|
Chicago River Funding, LLC |
|
375 |
|
|
— |
|
|
|
|
|
Mystic River Funding, LLC |
|
350 |
|
|
— |
|
|
|
|
|
Thayer Brook Funding, LLC |
|
350 |
|
|
— |
|
|
|
|
|
Columbia River Funding, LLC |
|
350 |
|
|
— |
|
|
|
|
|
Hubbard River Funding, LLC |
|
250 |
|
|
— |
|
|
|
|
|
New River Funding Trust |
|
250 |
|
|
— |
|
|
|
|
|
St. Lawrence River Funding, LLC |
|
250 |
|
|
— |
|
|
|
|
|
Total |
|
$ |
6,175 |
|
|
$ |
50 |
|
|
|
|
|
Contractual Obligations
At December 31, 2022, our material contractual obligations were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2023 |
|
2024-2025 |
|
2026-2027 |
|
2028+ |
|
Securitizations |
|
Private Secured Term Funding |
|
Revolving
Conduit
Facilities |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|