SEC Form 10-Q filed by OneMain Holdings Inc.

5/1/24 8:33:39 AM ET

Finance: Consumer Services

Finance

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omf-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly period ended March 31, 2024

☐ 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)

Delaware (OneMain Holdings, Inc.)

27-3379612

Indiana (OneMain Finance Corporation)

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:

OneMain Holdings, Inc.:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

OMF

New York Stock Exchange

OneMain Finance Corporation: None

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.

OneMain Holdings, Inc.:

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

OneMain Finance Corporation:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☐

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

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 ☑

At April 23, 2024, there were 119,808,695 shares of OneMain Holdings, Inc’s common stock, $0.01 par value, outstanding.

At April 23, 2024, there were 10,160,021 shares of OneMain Finance Corporation’s common stock, $0.50 par value, outstanding.

TABLE OF CONTENTS



GLOSSARY		4

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements of OneMain Holdings, Inc. and Subsidiaries (Unaudited):
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Comprehensive Income	8
	Condensed Consolidated Statements of Shareholders’ Equity	9
	Condensed Consolidated Statements of Cash Flows	10
	Financial Statements of OneMain Finance Corporation and Subsidiaries (Unaudited):
	Condensed Consolidated Balance Sheets	11
	Condensed Consolidated Statements of Operations	12
	Condensed Consolidated Statements of Comprehensive Income	13
	Condensed Consolidated Statements of Shareholder’s Equity	14
	Condensed Consolidated Statements of Cash Flows	15
	Notes to the Condensed Consolidated Financial Statements	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	61
	Controls and Procedures of OneMain Holdings, Inc.	61
	Controls and Procedures of OneMain Finance Corporation	61

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibit Index	63

SIGNATURES
	OneMain Holdings, Inc. Signature	64
	OneMain Finance Corporation Signature	65

Table of Contents

GLOSSARY

Terms and abbreviations used in this report are defined below.


Term or Abbreviation						Definition

30-89 Delinquency ratio						net finance receivables 30-89 days past due as a percentage of net finance receivables
ABS						asset-backed securities
Adjusted pretax income (loss)						a non-GAAP financial measure used by management as a key performance measure of our segment
AETR						annual effective tax rate
AHL						American Health and Life Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC
Annual Report						the Annual Report on Form 10-K of OMH and OMFC for the fiscal year ended December 31, 2023, filed with the SEC on February 13, 2024

ASC						Accounting Standards Codification
ASU						Accounting Standards Update

ASU 2022-02						The accounting standard issued by FASB in March of 2022, Financial Instruments - Credit Losses: Troubled Debt Restructurings and Vintage Disclosures
Auto finance						financing at the point of purchase through a network of auto dealerships
Average daily debt balance						average of debt for each day in the period
Average net receivables						average of net finance receivables for each day in the period
Base Indenture						indenture, dated as of December 3, 2014, by and between OMFC and Wilmington Trust, National Association, as trustee, and guaranteed by OMH
Board						the OMH Board of Directors
C&I						Consumer and Insurance
CDO						collateralized debt obligations

CMBS						commercial mortgage-backed securities
Consumer loans						consist of personal loans and auto finance


Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board


Foursight						Foursight Capital LLC
GAAP						generally accepted accounting principles in the United States of America
GAP						guaranteed asset protection
Gross charge-off ratio						annualized gross charge-offs as a percentage of average net receivables
Gross finance receivables						the unpaid principal balance of our consumer 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 unpaid principal balance, billed interest, and fees
Indenture						the Base Indenture, together with all subsequent Supplemental Indentures

Junior Subordinated Debenture						$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						Kroll Bond Rating Agency, Inc.
Managed receivables						consist of our C&I net finance receivables and finance receivables serviced for our whole loan sale partners
Modified finance receivables						finance receivable contractually modified, subsequent to the adoption of ASU 2022-02 on January 1, 2023, as a result of the borrower’s financial difficulties
Moody’s						Moody’s Investors Service, Inc.
Net charge-off ratio						annualized net charge-offs as a percentage of average net receivables
Net finance receivables						gross finance receivables plus deferred origination costs. Consumer loans also include accrued finance charges and fees and exclude unearned fees
Net interest income						interest income less interest expense

Table of Contents


Term or Abbreviation						Definition

ODART						OneMain Direct Auto Receivables Trust
OMFC						OneMain Finance Corporation
OMFCT						OneMain Financial Credit Card Trust

OMFIT						OneMain Financial Issuance Trust
OMH						OneMain Holdings, Inc.
OneMain						OneMain Holdings, Inc. and OneMain Finance Corporation, collectively with their subsidiaries
Open accounts						consist of credit card accounts that are not charged-off or closed accounts with a zero balance as of period end
Other securities						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

Personal loans						loans secured by titled collateral or unsecured and offered through our branch network, central operations, or digital platform
Pretax capital generation						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
Private Secured Term Funding						$350 million aggregate principal amount of debt collateralized by our consumer loans issued on April 25, 2022
Purchase volume						consists of credit card purchase transactions in the period, including cash advances, net of returns
Recovery ratio						annualized recoveries on net charge-offs as a percentage of average net receivables

RMBS						residential mortgage-backed securities
S&P						S&P Global Ratings
SEC						U.S. Securities and Exchange Commission
Securities Act						Securities Act of 1933, as amended
Segment Accounting Basis						a basis used to report the operating results of our C&I segment and our Other components, which reflects our allocation methodologies for certain costs and excludes the impact of applying purchase accounting
SpringCastle Portfolio						loans the Company previously owned and now services on behalf of a third party
Supplemental Indentures						collectively, the following supplements to the Base Indenture: Fifth Supplemental Indenture, dated as of March 12, 2018; Sixth Supplemental Indenture, dated as of May 11, 2018; 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; Thirteenth Supplemental Indenture, dated as of August 11, 2021; Fourteenth Supplemental Indenture, dated June 20, 2023; Fifteenth Supplemental Indenture, dated June 22, 2023; and Sixteenth Supplemental Indenture, dated as of December 13, 2023


Triton						Triton Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC
Unearned finance charges						the amount of interest that is capitalized at time of origination on a precompute loan that will be earned over the remaining contractual life of the loan
Unencumbered receivables						unencumbered unpaid principal balance of our consumer loans and credit cards. For precompute personal loans, unpaid principal balance is the gross contractual payments less the unaccreted balance of unearned finance charges. Credit cards exclude billed interest, fees, and closed accounts with balances
Unsecured corporate revolver						unsecured revolver with a maximum borrowing capacity of $1.3 billion, payable and due on October 25, 2026
Unsecured Notes						the notes, on a senior unsecured basis, issued by OMFC and guaranteed by OMH
VIEs						variable interest entities
VFN						variable funding note
Weighted average interest rate						annualized interest expense as a percentage of average debt
XBRL						eXtensible Business Reporting Language
Yield						annualized finance charges as a percentage of average net receivables

Table of Contents

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.

ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)



(dollars in millions, except par value amount)	March 31, 2024		December 31, 2023

Assets
Cash and cash equivalents	$	831	$	1,014
Investment securities (includes available-for-sale securities with a fair value and an amortized cost basis of $1.6 billion and $1.7 billion in 2024, respectively, and $1.6 billion and $1.8 billion in 2023, respectively)	1,691		1,719
Net finance receivables (includes loans of consolidated VIEs of $12.6 billion in 2024 and $12.8 billion in 2023)	21,083		21,349
Unearned insurance premium and claim reserves	(749)		(771)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $1.4 billion in 2024 and 2023)	(2,454)		(2,480)
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses	17,880		18,098

Restricted cash and restricted cash equivalents (includes restricted cash and restricted cash equivalents of consolidated VIEs of $576 million in 2024 and $523 million in 2023)	599		534
Goodwill	1,437		1,437
Other intangible assets	259		260

Other assets	1,211		1,232
Total assets	$	23,908	$	24,294

Liabilities and Shareholders’ Equity
Long-term debt (includes debt of consolidated VIEs of $11.4 billion in 2024 and $11.6 billion in 2023)	$	19,520	$	19,813
Insurance claims and policyholder liabilities	597		615
Deferred and accrued taxes	34		9
Other liabilities (includes other liabilities of consolidated VIEs of $26 million in 2024 and 2023)	543		671
Total liabilities	20,694		21,108
Contingencies (Note 12)

Shareholders’ equity:
Common stock, par value $0.01 per share; 2,000,000,000 shares authorized, 119,877,252 and 119,757,277 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1		1
Additional paid-in capital	1,718		1,715
Accumulated other comprehensive loss	(91)		(87)
Retained earnings	2,318		2,285
Treasury stock, at cost; 15,475,531 and 15,383,804 shares at March 31, 2024 and December 31, 2023, respectively	(732)		(728)
Total shareholders’ equity	3,214		3,186
Total liabilities and shareholders’ equity	$	23,908	$	24,294

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

Table of Contents

ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)



	Three Months Ended March 31,
(dollars in millions, except per share amounts)	2024		2023

Interest income	$	1,173	$	1,094

Interest expense	277		239

Net interest income	896		855

Provision for finance receivable losses	431		385

Net interest income after provision for finance receivable losses	465		470

Other revenues:
Insurance	112		111
Investment	32		25
Gain on sales of finance receivables	6		17


Other	30		24
Total other revenues	180		177

Other expenses:
Salaries and benefits	224		212
Other operating expenses	167		153
Insurance policy benefits and claims	50		47
Total other expenses	441		412

Income before income taxes	204		235

Income taxes	49		56

Net income	$	155	$	179

Share Data:
Weighted average number of shares outstanding:
Basic	119,829,174		120,765,661
Diluted	120,244,669		120,969,891
Earnings per share:
Basic	$	1.29	$	1.48
Diluted	$	1.29	$	1.48

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

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended March 31,
(dollars in millions)	2024		2023

Net income	$	155	$	179

Other comprehensive income (loss):
Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities	(8)		24

Foreign currency translation adjustments	(4)		—
Changes in discount rate for insurance claims and policyholder liabilities	7		4
Other	—		(3)
Income tax effect:
Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities	2		(5)


Foreign currency translation adjustments	1		—
Changes in discount rate for insurance claims and policyholder liabilities	(2)		(1)






Other comprehensive income (loss), net of tax	(4)		19

Comprehensive income	$	151	$	198

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

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)


	OneMain Holdings, Inc. Shareholders’ Equity
(dollars in millions)	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock		Total Shareholders’ Equity

Three Months Ended March 31, 2024
Balance, January 1, 2024	$	1	$	1,715	$	(87)	$	2,285	$	(728)	$	3,186
Common stock repurchased	—		—		—		—		(5)		(5)
Treasury stock issued	—		—		—		—		1		1
Share-based compensation expense, net of forfeitures	—		11		—		—		—		11
Withholding tax on share-based compensation	—		(8)		—		—		—		(8)
Other comprehensive loss	—		—		(4)		—		—		(4)
Cash dividends (a)	—		—		—		(122)		—		(122)
Net income	—		—		—		155		—		155
Balance, March 31, 2024	$	1	$	1,718	$	(91)	$	2,318	$	(732)	$	3,214

Three Months Ended March 31, 2023
Balance, January 1, 2023	$	1	$	1,689	$	(127)	$	2,119	$	(667)	$	3,015
Net impact of adoption of ASU 2022-02 (b)	—		—		—		12		—		12
Balance, January 1, 2023 (post-adoption)	1		1,689		(127)		2,131		(667)		3,027
Common stock repurchased	—		—		—		—		(27)		(27)
Treasury stock issued	—		—		—		—		1		1
Share-based compensation expense, net of forfeitures	—		12		—		—		—		12
Withholding tax on share-based compensation	—		(8)		—		—		—		(8)
Other comprehensive income	—		—		19		—		—		19
Cash dividends (a)	—		—		—		(122)		—		(122)
Net income	—		—		—		179		—		179
Balance, March 31, 2023	$	1	$	1,693	$	(108)	$	2,188	$	(693)	$	3,081

(a) Cash dividends declared were $1.00 per share during the three months ended March 31, 2024 and 2023.
(b) As a result of the adoption of ASU 2022-02, we recorded a one-time cumulative increase to retained earnings, net of tax. See Note 3 of the Notes to the Consolidated Financial Statements in Part II - Item 8 of our Annual Report for additional information on the adoption of ASU 2022-02.

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

Table of Contents

ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)



	Three Months Ended March 31,
(dollars in millions)	2024		2023

Cash flows from operating activities
Net income	$	155	$	179
Reconciling adjustments:
Provision for finance receivable losses	431		385
Depreciation and amortization	66		61
Deferred income tax charge	15		9

Share-based compensation expense, net of forfeitures	11		12
Gain on sales of finance receivables	(6)		(17)
Other	(1)		(1)
Cash flows due to changes in other assets and other liabilities	(113)		(66)
Net cash provided by operating activities	558		562

Cash flows from investing activities
Net principal originations and purchases of finance receivables	(345)		(432)

Proceeds from sales of finance receivables	117		200
Available-for-sale securities purchased	(64)		(44)
Available-for-sale securities called, sold, and matured	78		88
Other securities purchased	(4)		(2)
Other securities called, sold, and matured	5		2
Other, net	(20)		(16)
Net cash used for investing activities	(233)		(204)

Cash flows from financing activities
Proceeds from issuance and borrowings of long-term debt, net of issuance costs	(6)		843
Repayments and repurchases of long-term debt	(303)		(928)
Cash dividends	(122)		(123)
Common stock repurchased	(5)		(27)
Treasury stock issued	1		1
Withholding tax on share-based compensation	(8)		(8)
Net cash used for financing activities	(443)		(242)



Net change in cash and cash equivalents and restricted cash and restricted cash equivalents	(118)		116
Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period	1,548		959
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period	$	1,430	$	1,075














Supplemental cash flow information
Cash and cash equivalents	$	831	$	544
Restricted cash and restricted cash equivalents	599		531
Total cash and cash equivalents and restricted cash and restricted cash equivalents	$	1,430	$	1,075

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

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

Table of Contents

ONEMAIN FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)



(dollars in millions, except par value amount)	March 31, 2024		December 31, 2023

Assets
Cash and cash equivalents	$	812	$	1,011
Investment securities (includes available-for-sale securities with a fair value and an amortized cost basis of $1.6 billion and $1.7 billion in 2024, respectively, and $1.6 billion and $1.8 billion in 2023, respectively)	1,691		1,719
Net finance receivables (includes loans of consolidated VIEs of $12.6 billion in 2024 and $12.8 billion in 2023)	21,083		21,349
Unearned insurance premium and claim reserves	(749)		(771)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $1.4 billion in 2024 and 2023)	(2,454)		(2,480)
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses	17,880		18,098


Restricted cash and restricted cash equivalents (includes restricted cash and restricted cash equivalents of consolidated VIEs of $576 million in 2024 and $523 million in 2023)	599		534
Goodwill	1,437		1,437
Other intangible assets	259		260

Other assets	1,211		1,230
Total assets	$	23,889	$	24,289

Liabilities and Shareholder’s Equity
Long-term debt (includes debt of consolidated VIEs of $11.4 billion in 2024 and $11.6 billion in 2023)	$	19,520	$	19,813
Insurance claims and policyholder liabilities	597		615
Deferred and accrued taxes	35		9
Other liabilities (includes other liabilities of consolidated VIEs of $26 million in 2024 and 2023)	543		672
Total liabilities	20,695		21,109
Contingencies (Note 12)

Shareholder’s equity:
Common stock, par value $0.50 per share; 25,000,000 shares authorized, 10,160,021 shares issued and outstanding at March 31, 2024 and December 31, 2023	5		5
Additional paid-in capital	1,962		1,959
Accumulated other comprehensive loss	(91)		(87)
Retained earnings	1,318		1,303

Total shareholder’s equity	3,194		3,180
Total liabilities and shareholder’s equity	$	23,889	$	24,289

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

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ONEMAIN FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)



	Three Months Ended March 31,
(dollars in millions)	2024		2023




Interest income	$	1,173	$	1,094

Interest expense	277		239

Net interest income	896		855

Provision for finance receivable losses	431		385

Net interest income after provision for finance receivable losses	465		470

Other revenues:
Insurance	112		111
Investment	32		25

Gain on sales of finance receivables	6		17


Other	30		24
Total other revenues	180		177

Other expenses:
Salaries and benefits	224		212
Other operating expenses	167		153
Insurance policy benefits and claims	50		47
Total other expenses	441		412

Income before income taxes	204		235

Income taxes	49		56

Net income	$	155	$	179

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

Table of Contents

ONEMAIN FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended March 31,
(dollars in millions)	2024		2023

Net income	$	155	$	179

Other comprehensive income (loss):
Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities	(8)		24


Foreign currency translation adjustments	(4)		—

Changes in discount rate for insurance claims and policyholder liabilities	7		4
Other	—		(3)
Income tax effect:
Net change in unrealized gains (losses) on non-credit impaired available-for-sale securities	2		(5)


Foreign currency translation adjustments	1		—
Changes in discount rate for insurance claims and policyholder liabilities	(2)		(1)





Other comprehensive income (loss), net of tax	(4)		19

Comprehensive income	$	151	$	198

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

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ONEMAIN FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholder’s Equity (Unaudited)


	OneMain Finance Corporation Shareholder's Equity
(dollars in millions)	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholder’s Equity

Three Months Ended March 31, 2024
Balance, January 1, 2024	$	5	$	1,959	$	(87)	$	1,303	$	3,180
Share-based compensation expense, net of forfeitures	—		11		—		—		11
Withholding tax on share-based compensation	—		(8)		—		—		(8)
Other comprehensive loss	—		—		(4)		—		(4)
Cash dividends	—		—		—		(140)		(140)
Net income	—		—		—		155		155
Balance, March 31, 2024	$	5	$	1,962	$	(91)	$	1,318	$	3,194

Three Months Ended March 31, 2023
Balance, January 1, 2023	$	5	$	1,933	$	(127)	$	1,193	$	3,004
Net impact of adoption of ASU 2022-02 *	—		—		—		12		12
Balance, January 1, 2023 (post-adoption)	5		1,933		(127)		1,205		3,016
Share-based compensation expense, net of forfeitures	—		12		—		—		12
Withholding tax on share-based compensation	—		(8)		—		—		(8)
Other comprehensive income	—		—		19		—		19
Cash dividends	—		—		—		(150)		(150)
Net income	—		—		—		179		179
Balance, March 31, 2023	$	5	$	1,937	$	(108)	$	1,234	$	3,068

* As a result of the adoption of ASU 2022-02, we recorded a one-time cumulative increase to retained earnings, net of tax. See Note 3 of the Notes to the Consolidated Financial Statements in Part II - Item 8 of our Annual Report for additional information on the adoption of ASU 2022-02.

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

Table of Contents

ONEMAIN FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)



	Three Months Ended March 31,
(dollars in millions)	2024		2023

Cash flows from operating activities
Net income	$	155	$	179
Reconciling adjustments:
Provision for finance receivable losses	431		385
Depreciation and amortization	66		61
Deferred income tax charge	15		9

Share-based compensation expense, net of forfeitures	11		12
Gain on sales of finance receivables	(6)		(17)
Other	(1)		(1)
Cash flows due to changes in other assets and other liabilities	(114)		(66)
Net cash provided by operating activities	557		562

Cash flows from investing activities
Net principal originations and purchases of finance receivables	(345)		(432)

Proceeds from sales of finance receivables	117		200
Available-for-sale securities purchased	(64)		(44)
Available-for-sale securities called, sold, and matured	78		88
Other securities purchased	(4)		(2)
Other securities called, sold, and matured	5		2
Other, net	(21)		(16)
Net cash used for investing activities	(234)		(204)

Cash flows from financing activities
Proceeds from issuance and borrowings of long-term debt, net of issuance costs	(6)		843
Repayments and repurchases of long-term debt	(303)		(928)
Cash dividends	(140)		(152)
Withholding tax on share-based compensation	(8)		(8)
Net cash used for financing activities	(457)		(245)





Net change in cash and cash equivalents and restricted cash and restricted cash equivalents	(134)		113
Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period	1,545		951
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period	$	1,411	$	1,064






Supplemental cash flow information
Cash and cash equivalents	$	812	$	533
Restricted cash and restricted cash equivalents	599		531
Total cash and cash equivalents and restricted cash and restricted cash equivalents	$	1,411	$	1,064

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

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

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

March 31, 2024


1. Business and Basis of Presentation

OneMain Holdings, Inc. (“OMH”), and its wholly owned direct subsidiary, OneMain Finance Corporation (“OMFC”) are financial services holding companies whose subsidiaries engage in the consumer finance and insurance businesses.

The results of OMFC are consolidated into the results of OMH. Due to the nominal differences between OMFC and OMH, content throughout this filing relates to both 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.”

BASIS OF PRESENTATION

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

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

The condensed consolidated financial statements in this report should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report. We follow the same significant accounting policies for our interim reporting except for the new accounting pronouncements subsequently adopted and disclosed in Note 2. To conform to the 2024 presentation, we reclassified certain items in prior periods of our condensed consolidated financial statements.


2. Recent Accounting Pronouncements

ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED

Segment Reporting

In November of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires annual and interim disclosure of significant segment expenses and other segment items. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a retrospective basis to all prior periods presented in the financial statements. We are currently evaluating the impact of the standard on our segment disclosures.

Income Taxes

In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information in the rate reconciliation and income taxes paid disclosures. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application allowed. We are currently evaluating the impact of the standard on our income tax disclosures.

We do not believe that any accounting pronouncements issued, but not yet effective, would have a material impact on our consolidated financial statements or disclosures, if adopted.

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3. Finance Receivables

Our finance receivables consist of consumer loans and credit cards. Consumer loans include personal loans and auto finance. 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. Auto finance includes automobile retail installment contracts originated through our dealership network. Auto finance receivables are non-revolving, with a fixed rate, have fixed terms generally between three and six years, and are secured by automobiles. Credit cards are open-ended, revolving, with a fixed rate, and are unsecured.

Components of our net finance receivables were as follows:




	Consumer Loans
(dollars in millions)	Personal Loans		Auto Finance		Total Consumer Loans		Credit Cards		Total

March 31, 2024
Gross finance receivables *	$	19,575	$	843	$	20,418	$	377	$	20,795
Unearned fees	(217)		(16)		(233)		—		(233)
Accrued finance charges and fees	310		8		318		—		318
Deferred origination costs	186		8		194		9		203
Total	$	19,854	$	843	$	20,697	$	386	$	21,083

December 31, 2023
Gross finance receivables *	$	19,977	$	744	$	20,721	$	322	$	21,043
Unearned fees	(223)		(13)		(236)		—		(236)
Accrued finance charges and fees	326		7		333		—		333
Deferred origination costs	194		7		201		8		209
Total	$	20,274	$	745	$	21,019	$	330	$	21,349

* Consumer loan gross finance receivables equal the unpaid principal balance. 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 unpaid principal balance, billed interest, and fees.

WHOLE LOAN SALE TRANSACTIONS

We have whole loan sale flow agreements with third parties, with current terms of less than two years, in which we agreed to sell a remaining total of $630 million gross receivables of newly originated unsecured personal loans along with any associated accrued interest. These unsecured personal loans are derecognized from our balance sheet at the time of sale. We service the personal loans sold and are entitled to a servicing fee and other fees commensurate with the services performed as part of the agreements. The gain on sales and servicing fees are recorded in Other revenues in our condensed consolidated statements of operations. We sold $110 million and $180 million of gross finance receivables during the three months ended March 31, 2024 and 2023, respectively. The gain on the sales were $6 million and $17 million during the three months ended March 31, 2024 and 2023, respectively.

CREDIT QUALITY INDICATOR

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.

When consumer loans are 60 days contractually past due, we consider these accounts to be at an increased risk for loss and move collection of these accounts to our central collection operations. We consider our consumer loans to be nonperforming at 90 days or more contractually past due, at which point we stop accruing finance charges and reverse finance charges previously accrued. For our personal loans, we reversed net accrued finance charges of $41 million and $37 million during the three months ended March 31, 2024 and 2023, respectively. For auto finance, reversed net accrued finance charges were immaterial during the three months ended March 31, 2024 and 2023.

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Finance charges recognized from the contractual interest portion of payments received on nonaccrual personal loans and auto finance loans were immaterial during the three months ended March 31, 2024 and 2023. All consumer loans in nonaccrual status are considered in our estimate of allowance for finance receivable losses.

We accrue finance charges and fees on credit cards until charge-off at 180 days contractually past due, at which point we reverse finance charges and fees previously accrued. For credit cards, net accrued finance charges and fees reversed were immaterial during the three months ended March 31, 2024 and 2023.

The following tables below are a summary of our personal loans by the year of origination and number of days delinquent:


(dollars in millions)	2024		2023		2022		2021		2020		Prior		Total

March 31, 2024
Performing
Current	$	2,212	$	8,615	$	4,822	$	2,089	$	622	$	368	$	18,728
30-59 days past due	2		118		111		61		19		15		326
60-89 days past due	—		80		76		41		12		10		219
Total performing	2,214		8,813		5,009		2,191		653		393		19,273
Nonperforming (Nonaccrual)
90+ days past due	—		183		221		118		34		25		581


Total	$	2,214	$	8,996	$	5,230	$	2,309	$	687	$	418	$	19,854

Gross charge-offs *	$	—	$	115	$	223	$	119	$	33	$	23	$	513

* Represents gross charge-offs for the three months ended March 31, 2024.


(dollars in millions)	2023		2022		2021		2020		2019		Prior		Total

December 31, 2023
Performing
Current	$	9,759	$	5,527	$	2,454	$	776	$	376	$	114	$	19,006
30-59 days past due	113		153		88		27		16		7		404
60-89 days past due	74		104		59		17		10		4		268
Total performing	9,946		5,784		2,601		820		402		125		19,678
Nonperforming (Nonaccrual)
90+ days past due	125		259		143		40		21		8		596



Total	$	10,071	$	6,043	$	2,744	$	860	$	423	$	133	$	20,274

Gross charge-offs *	$	—	$	136	$	198	$	59	$	34	$	14	$	441

* Represents gross charge-offs for the three months ended March 31, 2023.

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The following tables below are a summary of our auto finance loans by the year of origination and number of days delinquent:


(dollars in millions)	2024		2023		2022		2021		2020		Prior		Total

March 31, 2024
Performing
Current	$	163	$	441	$	181	$	30	$	1	$	—	$	816
30-59 days past due	—		5		5		1		—		—		11
60-89 days past due	—		3		2		1		—		—		6
Total performing	163		449		188		32		1		—		833
Nonperforming (Nonaccrual)
90+ days past due	—		4		5		1		—		—		10


Total	$	163	$	453	$	193	$	33	$	1	$	—	$	843

Gross charge-offs *	$	—	$	3	$	5	$	1	$	—	$	—	$	9

* Represents gross charge-offs for the three months ended March 31, 2024.


(dollars in millions)	2023		2022		2021		2020		2019		Prior		Total

December 31, 2023
Performing
Current	$	480	$	203	$	34	$	2	$	—	$	—	$	719
30-59 days past due	4		6		2		—		—		—		12
60-89 days past due	2		3		—		—		—		—		5
Total performing	486		212		36		2		—		—		736
Nonperforming (Nonaccrual)
90+ days past due	3		5		1		—		—		—		9


Total	$	489	$	217	$	37	$	2	$	—	$	—	$	745

Gross charge-offs *	$	—	$	3	$	1	$	—	$	—	$	—	$	4

* Represents gross charge-offs for the three months ended March 31, 2023.

The following is a summary of credit cards by number of days delinquent:




(dollars in millions)	March 31, 2024		December 31, 2023

Current	$	343	$	297
30-59 days past due	10		9
60-89 days past due	9		7
90+ days past due	24		17

Total	$	386	$	330

There were no credit cards that were converted to term loans at March 31, 2024 or December 31, 2023.

UNFUNDED LENDING COMMITMENTS

Our unfunded lending commitments consist of the unused credit card lines, which are unconditionally cancellable. We do not anticipate that all of our customers will access their entire available line at any given point in time. The unused credit card lines totaled $263 million and $223 million at March 31, 2024 and December 31, 2023, respectively.

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MODIFIED FINANCE RECEIVABLES TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY

We make modifications to our finance receivables to assist borrowers who are experiencing financial difficulty and when we modify the contractual terms for economic or other reasons related to the borrower’s financial difficulties, we classify that receivable as a modified finance receivable. The following tables below represent information regarding modified finance receivables to borrowers experiencing financial difficulty on or after January 1, 2023, the effective date of ASU 2022-02.

The period-end carrying value of finance receivables modified during the period were as follows:




	Three Months Ended March 31,
	2024						2023
(dollars in millions)	Personal Loans			Auto Finance			Personal Loans			Auto Finance


Interest rate reduction and term extension	$	156		$	5		$	125		$	1
Interest rate reduction and principal forgiveness	119			—			96			—


Total modifications to borrowers experiencing financial difficulties	$	275		$	5		$	221		$	1






Modifications as a percent of net finance receivables by class	1.38		%	0.56		%	1.15		%	0.33		%

The financial effect of modifications made during the period were as follows:




	Three Months Ended March 31,
	2024						2023
(dollars in millions)	Personal Loans			Auto Finance			Personal Loans			Auto Finance

Net finance receivables
Weighted-average interest rate reduction	17.56		%	11.16		%	21.38		%	12.56		%
Weighted-average term extension (months)	25			28			19			20
Principal/interest forgiveness	$	11		$	—		$	11		$	—

The performance of finance receivables modified within the previous 12 months by delinquency status was as follows:




	March 31, 2024*				March 31, 2023
(dollars in millions)	Personal Loans		Auto Finance		Personal Loans		Auto Finance

Current	$	611	$	7	$	158	$	1
30-59 days past due	55		1		27		—
60-89 days past due	44		—		14		—
90+ days past due	105		1		22		—
Total	$	815	$	9	$	221	$	1

* Excludes $55 million of personal loan receivables and $1 million of auto finance receivables that were modified and subsequently charged off within the previous 12 months.

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The period-end carrying value of finance receivables that defaulted during the period to cause the receivable to be considered nonperforming (90 days or more contractually past due) and had been modified within the 12 months preceding the default were as follows:




	Three Months Ended March 31, 2024

(dollars in millions)	Personal Loans		Auto Finance


Interest rate reduction and term extension	$	44	$	1
Interest rate reduction and principal forgiveness	16		—


Total *	$	60	$	1

* There were no modified finance receivables for which there was a default during the three months ended March 31, 2023 to cause the modified finance receivable to be considered nonperforming (90 days or more past due).


4. Allowance for Finance Receivable Losses

We establish an allowance for finance receivable losses through the provision for finance receivable losses. We evaluate our finance receivable portfolio by the level of contractual delinquency in the portfolio, specifically in the late-stage delinquency buckets and inclusive of the migration of the finance receivables through the delinquency buckets. We estimate and record an allowance for finance receivable losses to cover the expected lifetime 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 methodology to estimate expected credit losses uses recent macroeconomic forecasts, which include forecasts for unemployment. We leverage projections from various industry leading providers. We also consider inflationary pressures, consumer confidence levels, and elevated interest rates that may continue to impact the economic outlook. At March 31, 2024, our economic forecast used a reasonable and supportable period of 12 months. The decrease in our allowance for finance receivable losses for the three months ended March 31, 2024 was driven by a seasonal decline in net finance receivables. 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 the allowance for finance receivable losses were as follows:


(dollars in millions)	Consumer Loans		Credit Cards		Total

Three Months Ended March 31, 2024
Balance at beginning of period	$	2,415	$	65	$	2,480
Provision for finance receivable losses	406		25		431
Charge-offs	(522)		(12)		(534)
Recoveries	77		—		77
Balance at end of period	$	2,376	$	78	$	2,454

Three Months Ended March 31, 2023
Balance at beginning of period	$	2,290	$	21	$	2,311
Impact of adoption of ASU 2022-02 *	(16)		—		(16)
Provision for finance receivable losses	377		8		385
Charge-offs	(445)		(6)		(451)
Recoveries	69		—		69

Balance at end of period	$	2,275	$	23	$	2,298

* As a result of the adoption of ASU 2022-02, we recorded a one-time adjustment to the allowance for finance receivable losses. See Notes 3, 4, and 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 of our Annual Report for additional information on the adoption of ASU 2022-02.

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5. Investment Securities

AVAILABLE-FOR-SALE SECURITIES

Cost/amortized cost, allowance for credit losses, unrealized gains and losses, and fair value of fixed maturity available-for-sale securities by type were as follows:


(dollars in millions)	Cost/ Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value

March 31, 2024*
Fixed maturity available-for-sale securities:
U.S. government and government sponsored entities	$	19	$	—	$	(1)	$	18
Obligations of states, municipalities, and political subdivisions	72		—		(6)		66
Commercial paper	21		—		—		21
Non-U.S. government and government sponsored entities	161		—		(7)		154
Corporate debt	1,149		4		(83)		1,070
Mortgage-backed, asset-backed, and collateralized:
RMBS	204		—		(24)		180
CMBS	36		—		(3)		33
CDO/ABS	81		—		(5)		76
Total	$	1,743	$	4	$	(129)	$	1,618

December 31, 2023*
Fixed maturity available-for-sale securities:
U.S. government and government sponsored entities	$	18	$	—	$	(1)	$	17
Obligations of states, municipalities, and political subdivisions	72		—		(6)		66
Commercial paper	14		—		—		14
Non-U.S. government and government sponsored entities	172		1		(6)		167
Corporate debt	1,160		4		(79)		1,085
Mortgage-backed, asset-backed, and collateralized:
RMBS	202		—		(22)		180
CMBS	36		—		(3)		33
CDO/ABS	91		—		(6)		85
Total	$	1,765	$	5	$	(123)	$	1,647

* The allowance for credit losses related to our investment securities as of March 31, 2024 and 2023 was immaterial.

Interest receivables reported in Other assets in our condensed consolidated balance sheets totaled $14 million as of March 31, 2024 and December 31, 2023. There were no material amounts reversed from investment revenue for available-for-sale securities for the three months ended March 31, 2024 and 2023.

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Fair value and unrealized losses on available-for-sale securities by type and length of time in a continuous unrealized loss position without an allowance for credit losses were as follows:


	Less Than 12 Months				12 Months or Longer				Total
(dollars in millions)	Fair Value		Unrealized Losses *		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

March 31, 2024
U.S. government and government sponsored entities	$	4	$	—	$	11	$	(1)	$	15	$	(1)
Obligations of states, municipalities, and political subdivisions	2		—		61		(6)		63		(6)
Commercial paper	21		—		—		—		21		—
Non-U.S. government and government sponsored entities	26		—		96		(7)		122		(7)
Corporate debt	60		—		885		(83)		945		(83)
Mortgage-backed, asset-backed, and collateralized:
RMBS	5		—		152		(24)		157		(24)
CMBS	—		—		33		(3)		33		(3)
CDO/ABS	4		—		54		(5)		58		(5)
Total	$	122	$	—	$	1,292	$	(129)	$	1,414	$	(129)

December 31, 2023
U.S. government and government sponsored entities	$	1	$	—	$	11	$	(1)	$	12	$	(1)
Obligations of states, municipalities, and political subdivisions	2		—		62		(6)		64		(6)
Commercial paper	14		—		—		—		14		—
Non-U.S. government and government sponsored entities	22		—		97		(6)		119		(6)
Corporate debt	15		—		925		(79)		940		(79)
Mortgage-backed, asset-backed, and collateralized:
RMBS	5		—		152		(22)		157		(22)
CMBS	2		—		32		(3)		34		(3)
CDO/ABS	1		—		62		(6)		63		(6)
Total	$	62	$	—	$	1,341	$	(123)	$	1,403	$	(123)

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

On a lot basis, we had 2,036 and 1,984 investment securities in an unrealized loss position at March 31, 2024 and December 31, 2023, respectively. We do not consider the unrealized losses to be credit-related, as these unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. Additionally, as of March 31, 2024, there were no credit impairments on investment securities that we intend to sell. We do not have plans to sell any of the remaining investment securities with unrealized losses as of March 31, 2024, and we believe it is more likely than not that we would not be required to sell such investment securities before recovery of their amortized cost.

We continue to monitor unrealized loss positions for potential credit impairments. During the three months ended March 31, 2024 and 2023, there were no material credit impairments related to our investment securities. Therefore, there were no material additions or reductions in the allowance for credit losses (impairments recognized or reversed in earnings) on credit impaired available-for-sale securities for the three months ended March 31, 2024 and 2023.

The proceeds of available-for-sale securities sold or redeemed during the three months ended March 31, 2024 and 2023 totaled $19 million and $26 million, respectively. The net realized gains and losses were immaterial during the three months ended March 31, 2024 and 2023.

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Contractual maturities of fixed-maturity available-for-sale securities at March 31, 2024 were as follows:


(dollars in millions)	Fair Value		Amortized Cost

Fixed maturities, excluding mortgage-backed, asset-backed, and collateralized securities:
Due in 1 year or less	$	156	$	157
Due after 1 year through 5 years	575		598
Due after 5 years through 10 years	476		529
Due after 10 years	122		138
Mortgage-backed, asset-backed, and collateralized securities	289		321
Total	$	1,618	$	1,743

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

The fair value of securities on deposit with third parties totaled $512 million and $524 million at March 31, 2024 and December 31, 2023, respectively.

OTHER SECURITIES

The fair value of other securities by type was as follows:




(dollars in millions)	March 31, 2024		December 31, 2023


Fixed maturity other securities:







Bonds	$	22	$	22
Preferred stock	15		16
Common stock	36		34

Total	$	73	$	72

Net unrealized gains and losses on other securities held were immaterial for the three months ended March 31, 2024 and 2023. Net realized gains and losses on other securities sold or redeemed were immaterial for the three months ended March 31, 2024 and 2023.

Other securities primarily consist of equity securities and those securities for which the fair value option was elected. We report net unrealized and realized gains and losses on other securities held, sold, or redeemed in Other revenue - investment.

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6. Long-term Debt

Principal maturities of long-term debt by type of debt at March 31, 2024 were as follows:


	Senior Debt
(dollars in millions)	Securitizations		Private Secured Term Funding		Revolving Conduit Facilities			Unsecured Notes (a)		Junior Subordinated Debt (a)			Total

Interest rates (b)	0.87%-7.52%		6.35%		6.81		%	3.50%-9.00%		7.33		%

Remainder of 2024	$	—	$	—	$	—		$	—	$	—		$	—
2025	—		—		—			1,110		—			1,110
2026	—		—		—			1,600		—			1,600
2027	—		—		—			750		—			750
2028	—		—		—			1,350		—			1,350
2029-2067	—		—		—			3,182		350			3,532
Secured (c)	11,112		350		1			—		—			11,463


Total principal maturities	$	11,112	$	350	$	1		$	7,992	$	350		$	19,805

Total carrying amount	$	11,069	$	350	$	1		$	7,928	$	172		$	19,520
Debt issuance costs (d)	(39)		—		—			(60)		—			(99)

(a) Pursuant to the Base Indenture, the Supplemental Indentures, and the Guaranty Agreements, OMH agreed to fully and unconditionally guarantee, on a senior unsecured basis, payments of principal, premium and interest on the Unsecured Notes and Junior Subordinated Debenture. The OMH guarantees of OMFC’s long-term debt are subject to customary release provisions.

(b) The interest rates shown are the range of contractual rates in effect at March 31, 2024.

(c) Securitizations, private secured term funding, and borrowings under the revolving conduit facilities are not included in the above maturities by period due to their variable monthly repayments, which may result in pay-off prior to the stated maturity date. See Note 7 for further information on our long-term debt associated with securitizations, private secured term funding, and revolving conduit facilities.

(d) Debt issuance costs are reported as a direct deduction from long-term debt, with the exception of debt issuance costs associated with our revolving conduit facilities, credit card revolving variable funding note (“VFN”) facilities, and unsecured corporate revolver, which totaled $38 million at March 31, 2024 and are reported in Other assets in our condensed consolidated balance sheets.

UNSECURED CORPORATE REVOLVER

At March 31, 2024, the total maximum borrowing capacity of our unsecured corporate revolver was $1.3 billion. The corporate revolver has a five-year term beginning October 25, 2021, during which draws and repayments may occur. Any outstanding principal balance is due and payable on October 25, 2026. At March 31, 2024, no amounts were drawn under this facility.

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7. Variable Interest Entities

CONSOLIDATED VIES

We have transferred finance receivables to VIEs for asset-backed financing transactions and include the assets and liabilities in our condensed consolidated financial statements because we are the primary beneficiary of each VIE. We account for these asset-backed debt obligations as securitized borrowings.

See Note 2 and Note 9 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report for more detail regarding VIEs.

We parenthetically disclose on our condensed consolidated balance sheets the VIE’s assets that can only be used to settle the VIE’s obligations and liabilities when its creditors have no recourse against the primary beneficiary’s general credit. The carrying amounts of consolidated VIE assets and liabilities associated with our securitization trusts, private secured term funding, revolving conduit facilities, and credit card revolving VFN facilities were as follows:


(dollars in millions)	March 31, 2024		December 31, 2023

Assets
Cash and cash equivalents	$	3	$	2
Net finance receivables	12,641		12,780
Allowance for finance receivable losses	1,429		1,428
Restricted cash and restricted cash equivalents	576		523
Other assets	36		32

Liabilities
Long-term debt	$	11,420	$	11,579
Other liabilities	27		27

Other than the retained subordinate and residual interests in our consolidated VIEs, we are under no further obligation than is otherwise noted herein, either contractually or implicitly, to provide financial support to these entities. Consolidated interest expense related to our VIEs totaled $138 million and $101 million during the three months ended March 31, 2024 and 2023, respectively.

SECURITIZED BORROWINGS

Each of our outstanding securitizations contain a revolving period ranging from two to seven years during which no principal payments are required to be made on the related asset-backed notes. The indentures governing our securitized borrowings contain early amortization events and events of default, that, if triggered, may result in the acceleration of the obligation to pay principal and interest on the related asset-backed notes.

CREDIT CARD REVOLVING VFN FACILITIES

We have transferred credit card gross finance receivables to a master trust, OneMain Financial Credit Card Trust (“OMFCT”), and we continue to service and administer the credit cards. As of March 31, 2024, OMFCT was the issuing entity for two credit card revolving VFN facilities by way of certain indenture supplements and note purchase agreements with a total maximum borrowing capacity of $300 million. Each credit card revolving VFN facility has a revolving period during which time no principal payments are required, but may be made without penalty, followed by a subsequent amortization period. Principal balances of outstanding notes, if any, are due and payable in full over periods ranging up to six years as of March 31, 2024. Amounts drawn on these credit card revolving VFN facilities are secured and collateralized by credit card gross finance receivables.

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PRIVATE SECURED TERM FUNDING

At March 31, 2024, an aggregate amount of $350 million was outstanding under the private secured term funding collateralized by our consumer loans. No principal payments are required to be made until after April 25, 2025, followed by a subsequent one-year amortization period, at the expiration of which the outstanding principal amount is due and payable.

REVOLVING CONDUIT FACILITIES

We had access to 16 revolving conduit facilities with a total maximum borrowing capacity of $6.4 billion as of March 31, 2024. Our conduit facilities contain revolving periods during which time no principal payments are required, but may be made without penalty, followed by a subsequent amortization period. Principal balances of outstanding loans, if any, are due and payable in full over periods ranging up to nine years as of March 31, 2024. Amounts drawn on these facilities are collateralized by our consumer loans.

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8. Insurance

Changes in the reserve for unpaid claims and loss adjustment expenses (net of reinsurance recoverables) on our short-duration insurance contracts:


	At or for the Three Months Ended March 31,
(dollars in millions)	2024		2023




Balance at beginning of period	$	108	$	93
Less reinsurance recoverables	(3)		(3)
Net balance at beginning of period	105		90

Additions for losses and loss adjustment expenses incurred to:
Current year	52		42
Prior years *	(5)		(1)
Total	47		41
Reductions for losses and loss adjustment expenses paid related to:
Current year	(15)		(12)
Prior years	(32)		(27)
Total	(47)		(39)

Net balance at end of period	105		92
Plus reinsurance recoverables	3		3

Balance at end of period	$	108	$	95

* At March 31, 2024, there was a redundancy in the prior years’ net reserves due to favorable development of collateral protection claims during the period. At March 31, 2023, there was a redundancy in the prior years’ net reserves, due to favorable development of credit disability claims during the period.

LIABILITY FOR FUTURE POLICY BENEFITS

The present value of expected net premiums on long-duration insurance contracts were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
(dollars in millions)	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Balance at beginning of period	$	217	$	41	$	252	$	48
Effect of cumulative changes in discount rate assumptions (beginning of period)	(5)		—		(8)		—
Beginning balance at original discount rate	212		41		244		48

Effect of actual variances from expected experience	(8)		—		(2)		—
Adjusted balance at beginning of period	204		41		242		48

Interest accretion	3		—		6		—
Net premiums collected	(7)		(1)		(7)		(2)

Ending balance at original discount rate	200		40		241		46
Effect of changes in discount rate assumptions	—		(1)		5		—
Balance at ending of period	$	200	$	39	$	246	$	46

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The present value of expected future policy benefits on long-duration insurance contracts were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
(dollars in millions)	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Balance at beginning of period	$	435	$	113	$	483	$	126
Effect of cumulative changes in discount rate assumptions (beginning of period)	(12)		—		(17)		(1)
Beginning balance at original discount rate	423		113		466		125

Effect of actual variances from expected experience	(9)		(1)		1		(1)
Adjusted balance at beginning of period	414		112		467		124
Net issuances	1		—		1		—
Interest accretion	5		1		9		3
Benefit payments	(13)		(4)		(16)		(4)

Ending balance at original discount rate	407		109		461		123
Effect of changes in discount rate assumptions	3		(2)		12		—
Balance at ending of period	$	410	$	107	$	473	$	123

The net liability for future policy benefits on long-duration insurance contracts were as follows:


	At or for the Three Months Ended March 31,
	2024				2023

(dollars in millions)	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Net liability for future policy benefits	$	210	$	68	$	227	$	77

Deferred profit liability	13		51		15		54
Total net liability for future policy benefits	$	223	$	119	$	242	$	131

The weighted-average duration of the liability for future policy benefits was 8 years at March 31, 2024 and March 31, 2023.

The following table reconciles the net liability for future policy benefits to Insurance claims and policyholder liabilities in the condensed consolidated balance sheets:


	At or for the Three Months Ended March 31,
(dollars in millions)	2024		2023
Term and whole life	$	223	$	242
Accidental death and disability protection	119		131
Other*	255		242
Total	$	597	$	615

* Other primarily includes reserves for short-duration contracts that are payable to third-party beneficiaries.

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The undiscounted and discounted expected future gross premiums and expected future benefits and expenses for our long-duration insurance contracts were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
(dollars in millions)	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Expected future gross premiums:
Undiscounted	$	411	$	142	$	466	$	159
Discounted	293		101		326		114
Expected future benefit payments:
Undiscounted	582		162		670		181
Discounted	410		107		473		123

The revenue and interest accretion related to our long-duration insurance contracts recognized in the condensed consolidated statements of operations were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
(dollars in millions)	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Gross premiums or assessments	$	13	$	5	$	11	$	5

Interest accretion	$	3	$	1	$	3	$	3

The expected and actual experience for mortality, morbidity, and lapses of the liability for future policy benefits were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Mortality/Morbidity:
Expected	0.37	%	0.01	%	0.39	%	0.01	%
Actual	0.38	%	0.01	%	0.31	%	0.01	%



Lapses:
Expected	4.68	%	1.96	%	3.18	%	2.24	%
Actual	3.35	%	2.51	%	1.67	%	0.34	%

The weighted-average interest rates for the liability of future policy benefits for our long-duration insurance contracts were as follows:


	At or for the Three Months Ended March 31,

	2024				2023
	Term and Whole Life		Accidental Death and Disability Protection		Term and Whole Life		Accidental Death and Disability Protection
Interest accretion rate	5.28	%	4.87	%	5.26	%	4.86	%
Current discount rate	5.33	%	5.35	%	5.07	%	5.06	%

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9. Capital Stock and Earnings Per Share (OMH Only)

CAPITAL STOCK

OMH has two classes of authorized capital stock: preferred stock and common stock. OMFC has two classes of authorized capital stock: special stock and common stock. OMH and OMFC may issue preferred stock and special stock, respectively, in one or more series. The OMH Board of Directors and the OMFC Board of Directors determine the dividend, liquidation, redemption, conversion, voting, and other rights prior to issuance.

Changes in OMH shares of common stock issued and outstanding were as follows:


	Three Months Ended March 31,
	2024	2023

Balance at beginning of period	119,757,277	121,042,125
Common stock issued	211,702	207,403
Common stock repurchased	(108,685)	(683,384)
Treasury stock issued	16,958	21,070

Balance at end of period	119,877,252	120,587,214

EARNINGS PER SHARE (OMH ONLY)

The computation of earnings per share was as follows:



	Three Months Ended March 31,
(dollars in millions, except per share data)	2024		2023

Numerator (basic and diluted):
Net income	$	155	$	179
Denominator:
Weighted average number of shares outstanding (basic)	119,829,174		120,765,661
Effect of dilutive securities *	415,495		204,230
Weighted average number of shares outstanding (diluted)	120,244,669		120,969,891
Earnings per share:
Basic	$	1.29	$	1.48
Diluted	$	1.29	$	1.48

* We have excluded weighted-average unvested restricted stock units totaling 728,403 and 1,543,976 for the three months ended March 31, 2024 and 2023, respectively, from the fully-diluted earnings per share calculations as these shares would be anti-dilutive, which could impact the earnings per share calculation in the future.

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during each period. Diluted earnings per share is computed based on the weighted-average number of shares outstanding plus the effect of potentially dilutive shares outstanding during the period using the treasury stock method. The potentially dilutive shares represent outstanding unvested restricted stock units.

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10. Accumulated Other Comprehensive Income (Loss)

Changes, net of tax, in Accumulated other comprehensive income (loss) were as follows:


(dollars in millions)	Unrealized Gains (Losses) Available-for-Sale Securities (a)		Retirement Plan Liabilities Adjustments		Foreign Currency Translation Adjustments		Changes in discount rate for insurance claims and policyholder liabilities		Other (b)		Total Accumulated Other Comprehensive Income (Loss)

Three Months Ended March 31, 2024
Balance at beginning of period	$	(93)	$	(8)	$	(2)	$	(5)	$	21	$	(87)
Other comprehensive income (loss) before reclassifications	(6)		—		(3)		5		—		(4)

Balance at end of period	$	(99)	$	(8)	$	(5)	$	—	$	21	$	(91)

Three Months Ended March 31, 2023
Balance at beginning of period	$	(131)	$	(8)	$	(5)	$	(8)	$	25	$	(127)
Other comprehensive income (loss) before reclassifications	19		—		—		3		(3)		19

Balance at end of period	$	(112)	$	(8)	$	(5)	$	(5)	$	22	$	(108)

(a) There were no material amounts related to available-for-sale debt securities for which an allowance for credit losses was recorded during the three months ended March 31, 2024 and 2023.

(b) Other primarily includes changes in the fair value of our mark-to-market derivative instruments that have been designated as cash flow hedges.

Reclassification adjustments from Accumulated other comprehensive income (loss) to the applicable line item on our condensed consolidated statements of operations were immaterial for the three months ended March 31, 2024 and 2023.

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11. Income Taxes

We had a net deferred tax asset of $463 million and $477 million at March 31, 2024 and December 31, 2023, respectively.

We follow the guidance of ASC 740, Income Taxes, for interim reporting of income taxes under which we calculate an estimated annual effective tax rate (“AETR”) and apply the AETR to our year-to-date income (loss) before income taxes. In addition, we recognize any discrete items as they occur.

The effective tax rate for the three months ended March 31, 2024 was 24.1%, compared to 24.0% for the same period in 2023. The effective tax rate for the three months ended March 31, 2024 and 2023 differed from the federal statutory rate of 21% primarily due to the effect of state income taxes.

We are under examination by various states for the years 2017 to 2021. Management believes it has adequately provided for taxes for such years.

Our gross unrecognized tax benefits, including related interest and penalties, totaled $11 million at March 31, 2024 and December 31, 2023. We accrue interest related to uncertain tax positions in income tax expense. The amount of any change in the balance of uncertain tax liabilities over the next 12 months is not expected to be material to our condensed consolidated financial statements.

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12. Contingencies

LEGAL CONTINGENCIES

In the normal course of business, we have been named, from time to time, as defendants in various legal actions, including arbitrations, class actions, and other litigation arising in connection with our activities. Some of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Additionally, we are, from time to time, in the normal course of business, subject to inquiries and investigations by federal, state and local governmental authorities regarding our products and our operations. These inquiries and investigations may result in fines, restitution or other penalties, including injunctive relief that may result in restrictions on our business. While we will continue to evaluate legal actions to determine whether a loss is reasonably possible or probable and is reasonably estimable, there can be no assurance that material losses will not be incurred from pending, threatened or future litigation, investigations, examinations, or other claims.

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

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

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

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13. Segment Information

At March 31, 2024, Consumer and Insurance (“C&I”) is our only reportable segment. 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.

The accounting policies of the C&I segment are the same as those disclosed in Note 2 and Note 17 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report.

The following tables present information about C&I and Other, as well as reconciliations to the condensed consolidated financial statement amounts.


(dollars in millions)	Consumer and Insurance		Other		Segment to GAAP Adjustment		Consolidated Total

Three Months Ended March 31, 2024
Interest income	$	1,172	$	1	$	—	$	1,173
Interest expense	276		1		—		277
Provision for finance receivable losses	431		—		—		431
Net interest income after provision for finance receivable losses	465		—		—		465
Other revenues	178		2		—		180
Other expenses	440		2		(1)		441
Income (loss) before income tax expense (benefit)	$	203	$	—	$	1	$	204

Assets	$	22,672	$	18	$	1,218	$	23,908

Three Months Ended March 31, 2023
Interest income	$	1,092	$	1	$	1	$	1,094
Interest expense	238		—		1		239
Provision for finance receivable losses	385		—		—		385
Net interest income after provision for finance receivable losses	469		1		—		470
Other revenues	176		1		—		177
Other expenses	409		3		—		412
Income before income tax expense	$	236	$	(1)	$	—	$	235























Assets	$	21,199	$	30	$	1,214	$	22,443

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14. Fair Value Measurements

The accounting policies of our fair value measurements are the same as those disclosed in Note 2 and Note 18 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report.

The following table presents the carrying amounts and estimated fair values of our financial instruments and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used:


	Fair Value Measurements Using						Total Fair Value		Total Carrying Value
(dollars in millions)	Level 1		Level 2		Level 3

March 31, 2024
Assets
Cash and cash equivalents	$	807	$	24	$	—	$	831	$	831
Investment securities	55		1,633		3		1,691		1,691
Net finance receivables, less allowance for finance receivable losses	—		—		20,293		20,293		18,629
Restricted cash and restricted cash equivalents	596		3		—		599		599
Other assets *	—		—		39		39		28

Liabilities
Long-term debt	$	—	$	19,224	$	—	$	19,224	$	19,520


December 31, 2023
Assets
Cash and cash equivalents	$	1,014	$	—	$	—	$	1,014	$	1,014
Investment securities	54		1,662		3		1,719		1,719
Net finance receivables, less allowance for finance receivable losses	—		—		20,490		20,490		18,869
Restricted cash and restricted cash equivalents	534		—		—		534		534
Other assets *	—		—		40		40		29







Liabilities
Long-term debt	$	—	$	19,457	$	—	$	19,457	$	19,813

*Other assets at March 31, 2024 and December 31, 2023 primarily consists of finance receivables held for sale.

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FAIR VALUE MEASUREMENTS — RECURRING BASIS

The following tables present information about our assets measured at fair value on a recurring basis and indicates the fair value hierarchy based on the levels of inputs we utilized to determine such fair value:


	Fair Value Measurements Using						Total Carried At Fair Value
(dollars in millions)	Level 1		Level 2		Level 3

March 31, 2024
Assets
Cash equivalents in mutual funds	$	99	$	—	$	—	$	99

Cash equivalents in securities	—		24		—		24
Investment securities:
Available-for-sale securities

U.S. government and government sponsored entities	—		18		—		18
Obligations of states, municipalities, and political subdivisions	—		66		—		66
Commercial paper	—		21		—		21
Non-U.S. government and government sponsored entities	—		154		—		154
Corporate debt	6		1,063		1		1,070
RMBS	—		180		—		180
CMBS	—		33		—		33
CDO/ABS	—		76		—		76




Total available-for-sale securities	6		1,611		1		1,618
Other securities

Bonds:


Corporate debt	—		4		—		4


CDO/ABS	—		18		—		18
Total bonds	—		22		—		22
Preferred stock	15		—		—		15
Common stock	34		—		2		36

Total other securities	49		22		2		73
Total investment securities	55		1,633		3		1,691

Restricted cash equivalents in mutual funds	580		—		—		580
Restricted cash equivalents in securities	—		3		—		3

Total	$	734	$	1,660	$	3	$	2,397

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	Fair Value Measurements Using						Total Carried At Fair Value
(dollars in millions)	Level 1		Level 2		Level 3

December 31, 2023
Assets
Cash equivalents in mutual funds	$	97	$	—	$	—	$	97

Investment securities:
Available-for-sale securities

U.S. government and government sponsored entities	—		17		—		17
Obligations of states, municipalities, and political subdivisions	—		66		—		66
Commercial paper	—		14		—		14
Non-U.S. government and government sponsored entities	—		167		—		167
Corporate debt	6		1,078		1		1,085
RMBS	—		180		—		180
CMBS	—		33		—		33
CDO/ABS	—		85		—		85




Total available-for-sale securities	6		1,640		1		1,647
Other securities

Bonds:

Corporate debt	—		4		—		4


CDO/ABS	—		18		—		18
Total bonds	—		22		—		22
Preferred stock	16		—		—		16
Common stock	32		—		2		34

Total other securities	48		22		2		72
Total investment securities	54		1,662		3		1,719
Restricted cash equivalents in mutual funds	525		—		—		525

Total	$	676	$	1,662	$	3	$	2,341

Due to the insignificant activity within the Level 3 assets during the three months ended March 31, 2024 and 2023, we have omitted the additional disclosures relating to the changes in Level 3 assets measured at fair value on a recurring basis and the quantitative information about Level 3 unobservable inputs.

FAIR VALUE MEASUREMENTS — NON-RECURRING BASIS

We measure the fair value of certain assets on a non-recurring basis when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Net impairment charges recorded on assets measured at fair value on a non-recurring basis were immaterial during the three months ended March 31, 2024 and 2023.

FAIR VALUE MEASUREMENTS — VALUATION METHODOLOGIES AND ASSUMPTIONS

See Note 18 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report for information regarding our methods and assumptions used to estimate fair value.


15. Subsequent Events

On April 1, 2024, we completed our previously announced acquisition of all of the outstanding common stock of Foursight Capital LLC (“Foursight”), a wholly owned subsidiary of Jefferies Financial Group, Inc. Foursight is an automobile finance company that purchases and services automobile retail installment contracts. Contracts are sourced through an extensive network of auto dealers. As of March 31, 2024, Foursight had approximately $900 million of auto loan receivables. We are currently in the process of completing the purchase accounting, which will be disclosed in subsequent filings.

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

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


Topic						Page

Forward-Looking Statements						40
Overview						42
Recent Developments and Outlook						43
Results of Operations						45
Segment Results						49
Credit Quality						52
Liquidity and Capital Resources						54

Critical Accounting Policies and Estimates						60
Recent Accounting Pronouncements						60
Seasonality						60

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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 incidents, war, or other disruptions;

•the adequacy of our credit risk scoring models;

•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 business or 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.

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We also direct readers to the other risks and uncertainties discussed in Part I - Item 1A. “Risk Factors” included in our Annual 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.

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Overview

We offer consumer loans, which consist of personal loans and auto finance, credit cards, and other products to help customers meet everyday needs and take steps to improve their financial well-being. We 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. In connection with our offerings, our insurance subsidiaries offer our consumer loan customers optional credit and non-credit insurance and other optional products. 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 strive to meet our customers at their preferred channel and to deliver a seamless customer experience through our digital platforms, distribution partnerships, or working with our expert team members at more than 1,300 locations in 44 states.

OUR PRODUCTS

Our product offerings include:

•Personal Loans — We offer personal loans through our branch network, central operations, digital affiliates, and our website, www.onemainfinancial.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 March 31, 2024, we had approximately 2.3 million personal loans totaling $19.9 billion of net finance receivables, of which 49% were secured by titled property, compared to approximately 2.4 million personal loans totaling $20.3 billion of net finance receivables, of which 48% were secured by titled property at December 31, 2023. We also service personal loans for our whole loan sale partners.

•Auto Finance — We offer secured auto financing originated through our dealership network. The loans are non-revolving, with a fixed rate, have fixed terms generally between three and six years. At March 31, 2024, we had approximately 62 thousand auto finance loans totaling $843 million of net finance receivables, compared to approximately 54 thousand auto finance loans totaling $745 million of net finance receivables at December 31, 2023.

•Credit Cards — BrightWay and BrightWay+ credit cards originate through a third-party bank partner from which we purchase the receivable balances. The credit cards are offered across our branch network, through direct mail, and through our digital affiliates. Credit cards are open-ended, revolving, with a fixed rate, and are unsecured. At March 31, 2024, we had approximately 509 thousand open credit card customer accounts, totaling $386 million of net finance receivables, compared to approximately 431 thousand open credit card customer accounts, totaling $330 million of net finance receivables at December 31, 2023.

•Optional 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 central operations. Credit insurance and non-credit insurance products are provided by our affiliated insurance companies. We offer Guaranteed Asset Protection (“GAP”) coverage as a waiver product or insurance. We also offer optional membership plans from an unaffiliated company.

OUR SEGMENT

At March 31, 2024, Consumer and Insurance (“C&I”) is our only reportable segment, which includes personal loans, auto finance, credit cards, and optional products. At March 31, 2024, we had $22.0 billion of managed receivables due from approximately 3.0 million customer accounts, compared to $22.2 billion of managed receivables due from approximately 3.0 million customer accounts at December 31, 2023.

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 condensed consolidated balance sheets. See Note 13 of the Notes to the Condensed Consolidated Financial Statements included in this report for more information about our segment.

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Recent Developments and Outlook

RECENT DEVELOPMENTS

Acquisition of Foursight Capital LLC

On April 1, 2024, we completed our previously announced acquisition of Foursight Capital LLC (“Foursight”), a wholly owned subsidiary of Jefferies Financial Group, Inc. Foursight is an automobile finance company that purchases and services automobile retail installment contracts. Contracts are sourced through an extensive network of auto dealers. We believe Foursight’s seasoned team, scalable technology, tested credit models, franchise dealer network and loan portfolio will support OneMain’s disciplined expansion into the auto lending business. See Note 15 of the Notes to the Condensed Consolidated Financial Statements included in this report for further information.

Appointments of Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”)

On February 13, 2024, the Company announced the appointments of Micah R. Conrad as Executive Vice President (“EVP”) and COO and Jeannette E. Osterhout as EVP and CFO, effective March 31, 2024. Mr. Conrad, who has been serving as the Company’s EVP and CFO since March 2019, succeeds Rajive Chadha. Mr. Chadha will continue to serve as a Senior Advisor to the Company until September 15, 2024, after which he will separate from the Company. In connection with Mr. Conrad’s appointment as COO, Ms. Osterhout assumed the role of CFO. Ms. Osterhout has served as the Company’s EVP and Chief Strategy Officer since November 2020.

Appointments of OMFC’s President and Chief Executive Officer (“CEO”) and COO

Effective March 31, 2024, OMFC’s Board of Directors appointed Ms. Osterhout as OMFC’s President and CEO and elected Mr. Conrad as EVP and COO. Ms. Osterhout succeeds Mr. Conrad’s former position as President and CEO of OMFC and Mr. Conrad succeeds Mr. Chadha as EVP and COO of OMFC.

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.

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OUTLOOK

We are actively monitoring the current macroeconomic environment and remain prepared for any developments 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, consumer confidence, and geopolitical actions outside of the U.S. 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 strong balance sheet with a long liquidity runway and adequate capital while maintaining a conservative and disciplined underwriting model. We believe we are well positioned to serve our customers and execute on our strategic priorities, including:

•striving to be the lender of choice for nonprime consumers and improve their financial well-being;

•continuing to grow our receivables through new products and distribution channels;

•maintaining a rigorous underwriting standard with a goal of enhancing credit performance;

•leveraging our scale and cost discipline across the Company to deliver improved operating leverage; and

•maintaining a strong liquidity level with diversified funding sources.

We believe our commitment to closely monitor the macroeconomic environment, retain disciplined underwriting, drive strategic growth initiatives, and maintain a robust balance sheet strengthens our ability to navigate challenges and seize opportunities. As we pursue our key initiatives, we are confident in our ability to increase shareholder value and remain resilient and adaptable to navigate an ever-evolving economic, social, political, and regulatory landscape.

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Results of Operations

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 Condensed 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.



	At or for the Three Months Ended March 31,
(dollars in millions, except per share amounts)	2024			2023

Interest income	$	1,173		$	1,094
Interest expense	277			239
Provision for finance receivable losses	431			385
Net interest income after provision for finance receivable losses	465			470

Other revenues	180			177
Other expenses	441			412
Income before income taxes	204			235
Income taxes	49			56
Net income	$	155		$	179



Share Data:



Earnings per share:

Diluted	$	1.29		$	1.48

Selected Financial Statistics *
Total finance receivables:
Net finance receivables	$	21,083		$	19,809
Average net receivables	$	21,267		$	19,881

Gross charge-off ratio	10.12		%	9.21		%
Recovery ratio	(1.46)		%	(1.41)		%
Net charge-off ratio	8.66		%	7.80		%

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

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	At or for the Three Months Ended March 31,
(dollars in millions, except per share amounts)	2024			2023

Selected Financial Statistics *
Personal loans:

Net finance receivables	$	19,854		$	19,229

Origination volume	$	2,354		$	2,704
Number of accounts	2,320,733			2,269,336
Number of accounts originated	230,850			263,370


Auto finance:
Net finance receivables	$	843		$	458

Origination volume	$	168		$	113
Number of accounts	61,911			33,942
Number of accounts originated	10,359			7,302


Consumer loans:
Net finance receivables	$	20,697		$	19,687
Yield	22.12		%	22.27		%
Origination volume	$	2,523		$	2,817
Number of accounts	2,382,644			2,303,278
Number of accounts originated	241,209			270,672
Net charge-off ratio	8.58		%	7.72		%
30-89 Delinquency ratio	2.72		%	2.58		%
Credit cards:
Net finance receivables	$	386		$	122






Purchase volume	$	168		$	53
Number of open accounts	508,608			160,508


Debt balances:
Long-term debt balance	$	19,520		$	18,206
Average daily debt balance	$	19,702		$	18,355

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

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Comparison of Consolidated Results for Three Months Ended March 31, 2024 and 2023

Interest income increased $79 million or 7% for the three months ended March 31, 2024 when compared to the same period in 2023 due to growth in average net receivables.

Interest expense increased $38 million or 16% for the three months ended March 31, 2024 when compared to the same period in 2023 due to an increase in average debt as we continue to grow the business and a higher average cost of funds.

Provision for finance receivable losses increased $46 million or 12% for the three months ended March 31, 2024 when compared to the same period in 2023 driven by higher net charge-offs, partially offset by reduction in the allowance for finance receivable losses in the current quarter compared to an increase in allowance in the prior period.

Other revenues increased $3 million or 1% for the three months ended March 31, 2024 which remained relatively consistent when compared to the same period in 2023.

Other expenses increased $29 million or 7% for the three months ended March 31, 2024 when compared to the same period in 2023 due to restructuring charges incurred in the current period associated with strategic cost initiatives.

Income taxes decreased $7 million or 13% for the three months ended March 31, 2024 when compared to the same period in 2023 due to lower pretax income.

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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 restructuring charges, net gain or loss resulting from repurchases and repayments of debt, 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:



	Three Months Ended March 31,
(dollars in millions)	2024		2023

Consumer and Insurance
Income before income taxes - Segment Accounting Basis	$	203	$	236
Adjustments:

Restructuring charges	27		—
Net loss on repurchases and repayments of debt	2		—



Acquisition-related transaction and integration expenses	1		—

Adjusted pretax income (non-GAAP)	233		236

Provision for finance receivable losses	431		385
Net charge-offs	(457)		(382)
Pretax capital generation (non-GAAP)	$	207	$	239

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Segment Results

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 Condensed Consolidated Financial Statements included in this report for further information.

See Note 17 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report for a description of our segment and methodologies used to allocate revenues and expenses to our C&I segment. See Note 13 of the Notes to the Condensed Consolidated Financial Statements included in this report for reconciliations of segment total to condensed 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:



	At or for the Three Months Ended March 31,
(dollars in millions)	2024			2023

Interest income	$	1,172		$	1,092
Interest expense	276			238
Provision for finance receivable losses	431			385
Net interest income after provision for finance receivable losses	465			469
Other revenues	180			176
Other expenses	412			409
Adjusted pretax income (non-GAAP)	$	233		$	236


Selected Financial Statistics *
Total finance receivables:
Net finance receivables	$	21,083		$	19,810

Average net receivables	$	21,267		$	19,882

Gross charge-off ratio	10.12		%	9.21		%
Recovery ratio	(1.46)		%	(1.41)		%
Net charge-off ratio	8.66		%	7.80		%


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

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	At or for the Three Months Ended March 31,
(dollars in millions)	2024			2023

Selected Financial Statistics *
Personal loans:
Net finance receivables	$	19,854		$	19,230

Origination volume	$	2,354		$	2,704
Number of accounts	2,320,733			2,269,336
Number of accounts originated	230,850			263,370


Auto finance:
Net finance receivables	$	843		$	458

Origination volume	$	168		$	113
Number of accounts	61,911			33,942
Number of accounts originated	10,359			7,302


Consumer loans:
Net finance receivables	$	20,697		$	19,688
Yield	22.12		%	22.26		%
Origination volume	$	2,523		$	2,817
Number of accounts	2,382,644			2,303,278
Number of accounts originated	241,209			270,672
Net charge-off ratio	8.58		%	7.72		%
30-89 Delinquency ratio	2.72		%	2.58		%
Credit cards:
Net finance receivables	$	386		$	122



Purchase volume	$	168		$	53
Number of open accounts	508,608			160,508

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

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Comparison of Adjusted Pretax Income for Three Months Ended March 31, 2024 and 2023

Interest income increased $80 million or 7% for the three months ended March 31, 2024 when compared to the same period in 2023 due to growth in average net receivables.

Other revenues increased $4 million or 3% for the three months ended March 31, 2024 which remained relatively consistent when compared to the same period in 2023.

Other expenses increased $3 million or 1% for the three months ended March 31, 2024 which remained relatively consistent when compared to the same period in 2023.

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Credit Quality

FINANCE RECEIVABLES

Our net finance receivables, consisting of consumer loans and credit cards, were $21.1 billion at March 31, 2024 and $21.3 billion at December 31, 2023. 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 closely with customers as necessary and offer a variety of borrower assistance programs to help support our customers.

DELINQUENCY

We monitor delinquency trends to evaluate the risk of future credit losses and employ advanced analytical tools to manage performance. 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 consumer loans are contractually 60 days past due, we consider these accounts to be at an increased risk for loss and move collection of these accounts to our central collection operations. Use of our central operations teams for managing late-stage delinquency allows us to apply more advanced collection techniques and tools to drive credit performance and operational efficiencies.

We consider our consumer loans to be nonperforming at 90 days contractually past due, at which point we stop accruing finance charges and reverse finance charges previously accrued. For credit cards, we accrue finance charges and fees until charge-off at 180 days contractually 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)	Consumer Loans			Credit Cards
March 31, 2024
Current	$	19,544		$	343



30-89 days past due	562			19
90+ days past due	591			24
Total net finance receivables	$	20,697		$	386

Delinquency ratio
30-89 days past due	2.72		%	4.99		%
30+ days past due	5.57		%	11.28		%

90+ days past due	2.86		%	6.30		%

December 31, 2023
Current	$	19,725		$	297


30-89 days past due	689			16


90+ days past due	605			17
Total net finance receivables	$	21,019		$	330

Delinquency ratio
30-89 days past due	3.28		%	4.93		%
30+ days past due	6.16		%	9.96		%

90+ days past due	2.88		%	5.03		%

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ALLOWANCE FOR FINANCE RECEIVABLE LOSSES

We estimate and record an allowance for finance receivable losses to cover the expected lifetime 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 methodology to estimate expected credit losses uses recent macroeconomic forecasts, which include forecasts for unemployment. We leverage projections from various industry leading providers. We also consider inflationary pressures, consumer confidence levels, and interest rate increases that may continue to impact the economic outlook. At March 31, 2024, 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
	Consumer Loans			Credit Cards















Three Months Ended March 31, 2024
Balance at beginning of period	$	2,415		$	65		$	—	$	2,480
Provision for finance receivable losses	406			25			—		431
Charge-offs	(522)			(12)			—		(534)
Recoveries	77			—			—		77

Balance at end of period	$	2,376		$	78		$	—	$	2,454

Net finance receivables	$	20,697		$	386		$	—	$	21,083
Allowance ratio	11.48		%	20.21		%	(b)		11.64		%

Three Months Ended March 31, 2023
Balance at beginning of period	$	2,294		$	21		$	(4)	$	2,311
Impact of adoption of ASU 2022-02 (a)	(20)			—			4		(16)
Provision for finance receivable losses	377			8			—		385
Charge-offs	(445)			(6)			—		(451)
Recoveries	69			—			—		69

Balance at end of period	$	2,275		$	23		$	—	$	2,298

Net finance receivables	$	19,688		$	122		$	(1)	$	19,809
Allowance ratio	11.55		%	19.25		%	(b)		11.60		%

(a) As a result of the adoption of ASU 2022-02, we recorded a one-time adjustment to the allowance for finance receivable losses. See Notes 3, 4, and 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report for additional information on the adoption of ASU 2022-02.

(b) Not applicable.

The current delinquency status of our finance receivable portfolio, inclusive of recent borrower performance and loss performance, volume of our modified finance receivable 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 increased slightly from the prior year period primarily due to portfolio mix. See Note 4 of the Notes to the Condensed Consolidated Financial Statements included in this report for more information about the changes in the allowance for finance receivable losses.

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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 and credit card revolving VFN 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 supporting strategic initiatives.

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 three months ended March 31, 2024, OMH generated net income of $155 million. OMH’s net cash inflow from operating and investing activities totaled $325 million for the three months ended March 31, 2024. At March 31, 2024, our scheduled interest payments for 2024 totaled $289 million and there were no scheduled principal payments for 2024 on our existing unsecured debt. As of March 31, 2024, we had $8.3 billion of unencumbered receivables.

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.

OMFC’s Repurchases of Unsecured Debt

From time to time we may purchase portions of our unsecured indebtedness through the open market. During the three months ended March 31, 2024, we repurchased $139 million of our unsecured notes.

OMFC’s Unsecured Corporate Revolver

At March 31, 2024, the borrowing capacity of our corporate revolver was $1.3 billion, and no amounts were drawn.

Securitizations and Borrowings from Revolving Conduit Facilities and Credit Card Revolving VFN Facilities

During the three months ended March 31, 2024, we completed no new consumer loan securitizations and redeemed no consumer loan securitizations. During the three months ended March 31, 2024, we entered into no new revolving conduit facilities. At March 31, 2024, the borrowing capacity of our revolving conduit facilities was $6.4 billion. At March 31, 2024, we had $12.4 billion of consumer loan gross finance receivables pledged as collateral for our securitizations, revolving conduit facilities, and private secured term funding.

Subsequent to March 31, 2024, we issued $1.1 billion principal amount of notes backed by personal loans (“OMFIT 2024-1”). OMFIT 2024-1 has a revolving period of seven years, during which time no principal payments are required to be made.

During the three months ended March 31, 2024, we entered into two credit card revolving VFN facilities. At March 31, 2024, the maximum capacity of our credit card revolving VFN facilities was $300 million. At March 31, 2024, we had $117 million of credit card principal balances held in OMFCT for our credit card revolving VFN facilities.

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Private Secured Term Funding

At March 31, 2024, an aggregate amount of $350 million was outstanding under the private secured term funding collateralized by our consumer loans. No principal payments are required to be made until after April 25, 2025, followed by a subsequent one-year amortization period at the expiration of which the outstanding principal amount is due and payable.

See Notes 6 and 7 of the Notes to the Condensed Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions, private secured term funding, revolving conduit facilities, and credit card revolving VFN 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 March 31, 2024

Rating

Outlook

S&P

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 three months ended March 31, 2024, OMH repurchased 108,685 shares of its common stock through its stock repurchase program for an aggregate total of $5 million, including commissions and fees. As of March 31, 2024, OMH held a total of 15,475,531 shares of treasury stock. To provide funding for the OMH stock repurchases, the OMFC Board of Directors authorized dividend payments in the amount of $20 million.

For additional information regarding the shares repurchased, see Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Part II included in this report.

Cash Dividend to OMH’s Common Stockholders

As of March 31, 2024, 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 7, 2024	February 20, 2024	February 23, 2024	$	1.00		$	120



Total			$	1.00		$	120

To provide funding for the dividend, OMFC paid dividends of $118 million to OMH during the three months ended March 31, 2024.

On April 30, 2024, OMH declared a dividend of $1.04 per share payable on May 17, 2024 to record holders of OMH’s common stock as of the close of business on May 10, 2024. To provide funding for the OMH dividend, the OMFC Board of Directors authorized a dividend in the amount of up to $125 million payable on or after May 13, 2024.

While OMH intends to pay its minimum quarterly dividend, currently $1.04 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 included in our Annual Report for further information.

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Whole Loan Sale Transactions

LIQUIDITY

OMH’s Operating Activities

Net cash provided by operations of $558 million for the three months ended March 31, 2024 reflected net income of $155 million, the impact of non-cash items including provision for finance receivable losses of $431 million, and an unfavorable change in working capital of $113 million. Net cash provided by operations of $562 million for the three months ended March 31, 2023 reflected net income of $179 million, the impact of non-cash items including provision for finance receivable losses of $385 million, and an unfavorable change in working capital of $66 million.

OMH’s Investing Activities

Net cash used for investing activities of $233 million for the three months ended March 31, 2024 was 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 $204 million for the three months ended March 31, 2023 was primarily due to net principal originations and purchases of finance receivables, partially offset by the proceeds from sales of finance receivables.

OMH’s Financing Activities

Net cash used for financing activities of $443 million for the three months ended March 31, 2024 was primarily due to repayments and repurchases of long-term debt and cash dividends paid. Net cash used for financing activities of $242 million for the three months ended March 31, 2023 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.

OMH’s Cash and Investments

At March 31, 2024, we had $831 million of cash and cash equivalents, which included $165 million of cash and cash equivalents held at our regulated insurance subsidiaries or for other operating activities that is unavailable for general corporate purposes.

At March 31, 2024, we had $1.7 billion of investment securities, which are all held as part of our insurance operations and are unavailable for general corporate purposes.

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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 are further described in our “Liquidity and Capital Resources” of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in our Annual Report.

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 strategies that are further described in our “Liquidity and Capital Resources” of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II - Item 7 included in our Annual Report. 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. AHL and Triton did not pay dividends during the three months ended March 31, 2024. AHL paid an ordinary dividend to OneMain Financial Holdings, LLC of $40 million during the three months ended March 31, 2023. Triton did not pay dividends during the three months ended March 31, 2023. See Note 10 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report for further information on these state restrictions and the dividends paid by our insurance subsidiaries in 2023.

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 our Annual Report for more information on the restrictive covenants under OMFC’s debt agreements, as well as the guarantees of OMFC’s long-term debt.

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Securitized Borrowings

We execute private securitizations under Rule 144A of the Securities Act of 1933, as amended. As of March 31, 2024, 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	$	166	$	193	4.20	%	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 2020-2	1,000		1,053		1,000		1,053		2.03	%	5 years
OMFIT 2021-1	850		904		850		904		2.81	%	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	979		1,090		796		1,090		6.00	%	2 years
OMFIT 2023-1	825		920		825		920		5.82	%	5 years
OMFIT 2023-2	1,400		1,566		1,400		1,566		6.44	%	3 years
ODART 2019-1	737		750		700		722		3.79	%	5 years
ODART 2021-1	1,000		1,053		775		787		1.01	%	2 years
ODART 2022-1	600		632		600		632		5.09	%	2 years
ODART 2023-1	750		792		750		792		5.63	%	3 years
Total securitizations	$	11,798	$	12,731	$	11,112	$	12,297

(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 March 31, 2024.

See “Liquidity and Capital Resources - Sources and Uses of Funds - Securitizations and Borrowings from Revolving Conduit Facilities” above for information on the securitization transaction completed subsequent to March 31, 2024.

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Revolving Conduit Facilities

We had access to 16 revolving conduit facilities with a total borrowing capacity of $6.4 billion as of March 31, 2024:


(dollars in millions)	Advance Maximum Balance		Amount Drawn

OneMain Financial Funding VII, LLC	$	600	$	—
OneMain Financial Auto Funding I, LLC	550		—
Seine River Funding, LLC	550		—
Hudson River Funding, LLC	500		—
OneMain Financial Funding XI, LLC	425		—
OneMain Financial Funding VIII, LLC	400		—
River Thames Funding, LLC	400		—
OneMain Financial Funding X, LLC	400		—
OneMain Financial Funding XII, LLC	400		—
Chicago River Funding, LLC	375		—
Mystic River Funding, LLC	350		—
Thayer Brook Funding, LLC	350		1
Columbia River Funding, LLC	350		—
Hubbard River Funding, LLC	250		—
New River Funding Trust	250		—
St. Lawrence River Funding, LLC	250		—
Total	$	6,400	$	1

Credit Card Revolving VFN Facilities

We also had access to two credit card revolving VFN facilities with a total borrowing capacity of $300 million as of March 31, 2024:


(dollars in millions)	Advance Maximum Balance		Amount Drawn

OneMain Financial Credit Card Trust – Series 2024-VFN1	$	150	$	—
OneMain Financial Credit Card Trust – Series 2024-VFN2	150		—
Total	$	300	$	—

OFF-BALANCE SHEET ARRANGEMENTS

We have no material off-balance sheet arrangements as defined by SEC rules, and we had no material off-balance sheet exposure to losses associated with unconsolidated VIEs at March 31, 2024 or December 31, 2023.

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Critical Accounting Policies and Estimates

We describe our significant accounting policies used in the preparation of our condensed consolidated financial statements in Note 2 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in our Annual Report. We consider the allowance for finance receivable losses to be a critical accounting policy because it involves critical accounting estimates and a significant degree of management judgment.

There have been no material changes to our critical accounting policies or to our methodologies for deriving critical accounting estimates during the three months ended March 31, 2024.


Recent Accounting Pronouncements

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


Seasonality

Our consumer loan volume and demand are generally lowest during the first part of the year following the holiday season and as a result of tax refunds, and then increases through the end of the year. Delinquencies follow the same trends, being generally lower during the first part of the year and rising throughout the remainder of the year. These seasonal trends contribute to fluctuations in our operating results and cash needs throughout the year.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

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Item 4. Controls and Procedures.

CONTROLS AND PROCEDURES OF ONEMAIN HOLDINGS, INC.

Evaluation of Disclosure Controls and Procedures

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

As of March 31, 2024, OMH carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This evaluation was conducted under the supervision of, and with the participation of OMH’s management, including the Chief Executive Officer and the Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that OMH’s disclosure controls and procedures were effective as of March 31, 2024 to provide the reasonable assurance described above.

Changes in Internal Control over Financial Reporting

There were no changes in OMH’s internal control over financial reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, OMH’s internal control over financial reporting.

CONTROLS AND PROCEDURES OF ONEMAIN FINANCE CORPORATION

Evaluation of Disclosure Controls and Procedures

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

As of March 31, 2024, OMFC carried out an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This evaluation was conducted under the supervision of, and with the participation of OMFC’s management, including the Chief Executive Officer and the Chief Financial Officer. Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that OMFC’s disclosure controls and procedures were effective as of March 31, 2024 to provide the reasonable assurance described above.

Changes in Internal Control over Financial Reporting

There were no changes in OMFC’s internal control over financial reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, OMFC’s internal control over financial reporting.

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PART II


Item 1. Legal Proceedings.

See Note 12 of the Notes to the Condensed Consolidated Financial Statements included in this report.


Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should consider the factors discussed in Part I - Item 1A. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition, or future results.


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

There were no unregistered sales of our common stock during the period covered by this Quarterly Report on Form 10-Q.

Issuer Purchases of Equity Securities

The following table presents information regarding repurchases of our common stock, excluding commissions and fees, during the quarter ended March 31, 2024, based on settlement date:


Period	Total Number of Shares Purchased	Average Price paid per Share		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)
January 1 - January 31	—	$	—	—	$	660,499,429
February 1 - February 29	16,056	46.69		16,056	659,749,718
March 1 - March 31	92,629	48.47		92,629	655,260,337
Total	108,685	$	48.20	108,685

(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.


Item 3. Defaults Upon Senior Securities.

None.


Item 4. Mine Safety Disclosures.

None.


Item 5. Other Information.

During the quarter ended March 31, 2024, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibit Index.


Exhibit Number						Description













































31.1						Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive Officer of OneMain Holdings, Inc.

31.2						Rule 13a-14(a)/15d-14(a) Certifications of the Principal Financial Officer of OneMain Holdings, Inc.

31.3						Rule 13a-14(a)/15d-14(a) Certifications of the Principal Executive Officer of OneMain Finance Corporation

31.4						Rule 13a-14(a)/15d-14(a) Certifications of the Principal Financial Officer of OneMain Finance Corporation

32.1						Section 1350 Certifications of OneMain Holdings, Inc.

32.2						Section 1350 Certifications of OneMain Finance Corporation

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

104						Cover Page Interactive Data File in Inline XBRL format (Included in Exhibit 101).

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OMH Signature

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

ONEMAIN HOLDINGS, INC.

(Registrant)

Date:

May 1, 2024

By:

/s/ Jeannette E. Osterhout

Jeannette E. Osterhout

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

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OMFC Signature

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

ONEMAIN FINANCE CORPORATION

(Registrant)

Date:

May 1, 2024

By:

/s/ Matthew W. Vaughan

Matthew W. Vaughan

Vice President - Senior Managing Director and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

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