The following discussion and analysis of OMH's financial condition and results
of operations should be read together with the audited consolidated financial
statements and related notes included in this report. This discussion and
analysis contains forward-looking statements that involve risk, uncertainties,
and assumptions. See   "Forward-Looking Statements"   included in this report
for more information. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of many factors,
including those discussed in   "Risk Factors"   included in this report.

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



Topic                                                   Page

  Overview                                                43
  Recent Developments and Outlook                         45
  Results of Operations                                   48
  Segment Results                                         53
  Credit Quality                                          55
  Liquidity and Capital Resources                         60
  Off-Balance Sheet Arrangements                          65
  Critical Accounting Policies and Estimates              65
  Recent Accounting Pronouncements                        65
  Seasonality                                             66



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Overview



We are a leading provider of responsible personal loan products, primarily to
non-prime customers. Our network of approximately 1,500 branch offices in 44
states is staffed with expert personnel and is complemented by our centralized
operations and our digital platform, which provides current and prospective
customers the option of applying for a personal loan via our website,
www.omf.com. The information on our website is not incorporated by reference
into this report. In connection with our personal loan business, our insurance
subsidiaries offer our customers optional credit and non-credit insurance, and
other products.

In addition to our loan originations, and insurance and other product sales activities, we service loans owned by us and service loans owned by third parties; pursue strategic acquisitions and dispositions of assets and businesses, including loan portfolios or other financial assets; and may establish joint ventures or enter into other strategic alliances.

OUR PRODUCTS

Our product offerings include:



•Personal Loans - We offer personal loans through our branch network,
centralized operations, and our website, www.omf.com, to customers who generally
need timely access to cash. Our personal loans are non-revolving, with a
fixed-rate, fixed terms generally between three and six years, and are secured
by automobiles, other titled collateral, or are unsecured. At December 31, 2020,
we had approximately 2.30 million personal loans, of which 53% were secured by
titled property, totaling $18.1 billion of net finance receivables, compared to
approximately 2.44 million personal loans, of which 52% were secured by titled
property, totaling $18.4 billion at December 31, 2019.

•Insurance Products - We offer our customers optional credit insurance products
(life insurance, disability insurance, and involuntary unemployment insurance)
and optional non-credit insurance products through both our branch network and
our centralized operations. Credit insurance and non-credit insurance products
are provided by our affiliated insurance companies. We offer GAP coverage as a
waiver product or insurance. We also offer optional membership plans from an
unaffiliated company.

Our non-originating legacy products include:



•Other Receivables - We ceased originating real estate loans in 2012 and we
continue to service or sub-service liquidating real estate loans. Effective
September 30, 2018, our real estate loans previously classified as other
receivables were transferred from held for investment to held for sale due to
management's intent to no longer hold these finance receivables for the
foreseeable future.

OUR SEGMENT



At December 31, 2020, 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. See Note
18 of the Notes to the Consolidated Financial Statements included in this report
for more information about our segment.

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HOW WE ASSESS OUR BUSINESS PERFORMANCE

We closely monitor the primary drivers of pretax operating income, which consist of the following:



Interest Income

We track interest income, including certain fees earned on our finance
receivables, and continually monitor the components that impact our yield. We
include any late charges on loans that we have collected from customer payments
in interest income.

Interest Expense

We track the interest expense incurred on our debt, along with amortization or
accretion of premiums or discounts, and issuance costs, to monitor the
components of our cost of funds. We expect interest expense to fluctuate based
on changes in the secured versus unsecured mix of our debt, time to maturity,
the cost of funds rate, and access to revolving conduit facilities.

Net Credit Losses



The credit quality of our loans is driven by our underwriting philosophy, which
considers the prospective customer's household budget, his or her willingness
and capacity to repay, and the underlying collateral on the loan. We closely
analyze credit performance because the profitability of our loan portfolio is
directly connected to net credit losses. We define net credit losses as gross
charge-offs minus recoveries in the portfolio. Additionally, because
delinquencies are an early indicator of future net credit losses, we analyze
delinquency trends, adjusting for seasonality, to determine whether our loans
are performing in line with our original estimates. We also monitor recovery
rates because of their contribution to the reduction in the severity of our
charge-offs.

Operating Expenses



We assess our operational efficiency using various metrics and conduct extensive
analysis to determine whether fluctuations in cost and expense levels indicate
operational trends that need to be addressed. Our operating expense analysis
also includes a review of origination and servicing costs to assist us in
managing overall profitability.

Finance Receivables Originations



Because loan volume and portfolio size determine the magnitude of the impact of
each of the above factors on our earnings, we also closely monitor origination
volume and annual percentage rate.
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                       Recent Developments and Outlook



RECENT DEVELOPMENTS

Management's Response to the COVID-19 Pandemic



COVID-19 has evolved into a global pandemic and has resulted in widespread
volatility and deterioration in economic conditions across the United States.
Governmental authorities continue to take steps to combat or slow the spread of
COVID-19, including shutdowns of non-essential businesses, implementing
stay-at-home orders, promoting social distancing measures, and other actions
which have disrupted economic activity. Recently, authorities have begun to
distribute newly developed COVID-19 vaccines to health care workers and other
priority groups, which over time are designed to create "herd immunity" and
diminish, if not eliminate, the crisis. The success of the vaccination program
will depend to a large extent on the willingness of Americans to receive
vaccinations and the effectiveness of the distribution effort, both of which are
uncertain at this time. In the meantime, we will continue to be focused on
assisting and supporting our customers and employees. We are generally
classified as an "essential business" by government authorities because we play
a vital role in providing personal loans to hardworking Americans in hundreds of
local communities. Our long track record of a strong balance sheet and liquidity
profile, disciplined underwriting, and focus on our customers, allows us to
remain well positioned to address the economic uncertainties, as well as take
advantage of opportunities for growth as the economy recovers. Although we
cannot predict how quickly and/or broadly the economy will recover, we will
continue to:

•Maintain strong capital and liquidity: We have maintained a strong balance
sheet and liquidity profile as a result of numerous actions taken over the last
several years, such as deleveraging, increasing the available borrowing capacity
under our revolving conduit facilities, diversifying our funding mix, and
extending our unsecured debt maturities. Our cash and cash equivalents, together
with our potential borrowings under our revolving conduit facilities, provide a
liquidity runway in excess of 24 months under numerous stress scenarios,
assuming no access to the capital markets. This liquidity runway calculation
contemplates all the cash needs of the Company.

•Continue to enhance our underwriting: In late March 2020, we quickly took steps
to tighten our underwriting standards and reduce originations to higher risk
applicants in response to the COVID-19 pandemic. We continued to monitor and
evaluate our underwriting standards as we further understood the evolving
impacts the COVID-19 pandemic was having on local-level economies. Through the
remainder of the year we refined our underwriting as we introduced more granular
state and industry segmentation. This allowed us to open up credit to certain
segments, while maintaining more conservative underwriting in other segments. We
will continue with this approach as we learn the effects of the additional
stimulus on our customer base and as the economy reacts to the vaccine rollout.

•Focus on serving our customers: Our top priority is to service and care for our
current customers. We actively engaged with other lenders to put forward
solutions to help our customers through this difficult time. We took steps to
enhance our servicing capacity by shifting branch team members toward a greater
focus on servicing existing loans. Beginning in late March, we increased
proactive outreach to customers, offering to support them through our borrower
assistance programs, which included reduced and deferred payment options,
waiving of late fees, and temporary suspension in credit bureau reporting.

•Deploy business continuity plans: We deployed our existing business continuity
plans which are designed to ensure operational flexibility, including the
ability of our employees to work remotely. Our hybrid operating model, with
fully scaled branch and central operations teams, can dynamically reroute
application and servicing capabilities to service centers and branches across
the United States. Although a small number of branches were temporarily closed,
primarily for deep cleanings or due to government mandates, and subsequently
reopened, all of our teams, both branch and central operations, remain
operational today. We continue to serve our customers while maintaining social
distancing and other safety protocols. Additionally, we have accelerated our
digital origination strategy and digitally originated more than 30% of our
personal loans during 2020.

For further information regarding the impact of COVID-19 on our business,
results of operations, and liquidity and capital resources, see "Outlook" and
"Results of Operations" under Management's Discussion and Analysis of Financial
Condition and Results of Operations in this report.

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Cash Dividends to OMH's Common Stockholders

On February 8, 2021, OMH declared a dividend of $3.95 per share payable on
February 25, 2021 to record holders of OMH's common stock as of the close of
business on February 18, 2021. 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.

Issuances of 8.875% Senior Notes Due 2025 and 4.00% Senior Notes Due 2030, and Redemptions of 8.25% Senior Notes due 2020 and 7.75% Senior Notes due 2021

On May 14, 2020, OMFC issued a total of $600 million of aggregate principal amount of 8.875% Senior Notes due 2025.



On July 29, 2020, OMFC paid an aggregate amount of $1.0 billion, inclusive of
accrued interest and premiums, to complete the redemption of its 8.25% Senior
Notes due 2020.

On December 17, 2020, OMFC issued a total of $850 million of aggregate principal amount of 4.00% Senior Notes due 2030.



On January 8, 2021, OMFC paid a net aggregate amount of $681 million, inclusive
of accrued interest and premiums, to complete the redemption of its 7.75% Senior
Notes due 2021.

For further information regarding the issuances and redemptions of our unsecured
debt, see Note 9 of the Notes to the Consolidated Financial Statements included
in this report.

Securitization Transactions Completed: OMFIT 2020-1 and OMFIT 2020-2

On May 1, 2020, we completed a private securitization in which OMFIT 2020-1 issued $821 million principal amount of notes backed by personal loans.

On August 21, 2020, we completed a private securitization in which OMFIT 2020-2 issued $1.0 billion principal amount of notes backed by personal loans.

For further information regarding the issuances of our secured debt, see "Liquidity and Capital Resources-Securitized Borrowings" under Management's Discussion and Analysis of Financial Condition and Results of Operations in this report.



Stock Repurchase Program

For information regarding our stock repurchase program, see Note 12 of the Notes
to the Consolidated Financial Statements and "Liquidity and Capital
Resources-Sources and Uses of Funds" under Management's Discussion and Analysis
of Financial Condition and Results of Operations included in this report.

Appointment of Member of the OMFC Board of Directors and Executive Vice President of OMFC

On January 2, 2020, Adam L. Rosman was appointed to the OMFC Board of Directors and as Executive Vice President. Mr. Rosman replaced John C. Anderson, who resigned as a member of OMFC's board of directors and as Executive Vice President on January 2, 2020.

Appointment of Chairman of the OMH Board of Directors



On August 28, 2020, Jay N. Levine resigned as Director and Chairman of the OMH
Board of Directors, effective December 31, 2020. Mr. Levine's resignation was
not the result of any dispute or disagreement with the Company or the Company's
board on any matter relating to the operations, policies or practices of the
Company. The OMH Board of Directors elected Douglas H. Shulman as Chairman of
the Board, replacing Mr. Levine, effective December 31, 2020.
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OUTLOOK

We are actively managing the impacts of the COVID-19 pandemic and are prepared
to face any additional challenges that may impact our industry. We expect
near-term impacts to continue to affect our originations. The ultimate impact on
our financial condition and results of operations depends on the speed of the
economic recovery, driven by unemployment rates, government stimulus measures,
states reopening or closing, and the distribution of the newly developed
COVID-19 vaccines. There is also uncertainty regarding the effects of additional
outbreaks of COVID-19 and the related potential for additional shutdowns over
the near-term. To the extent economies are suppressed or slow to recover, we
could see lower consumer demand, higher delinquency trends, and related losses
in 2021. We may incorporate additional updates to the macroeconomic assumptions
which could lead to further adjustments in our allowance for finance receivable
losses, allowance ratio, and provision for finance receivable losses.

The full extent to which the COVID-19 pandemic will impact our business and
operating results will depend on future developments that are highly uncertain
and cannot be accurately predicted, including new information that may emerge
concerning COVID-19 and the mitigation efforts by government entities, as well
as our own continuing COVID-19 operational response. We have taken and will
continue to take active and decisive steps in this time of uncertainty and
remain committed to the safety of our employees, while also continuing to serve
our customers by keeping our branch locations open with appropriate protective
protocols in place. We have served hardworking Americans for many decades,
through changing economic conditions and natural disasters. Our prudent
historical underwriting, combined with the actions we've taken to innovate and
strategically evolve our business over the last year, especially the transition
to our digital closing model, has led to our strong operating performance
through the pandemic and enabled us to serve and support our customers
effectively during these unprecedented times. While we anticipate that the
economic recovery could be unstable, we believe the actions we have taken in
2020 and the underlying strength of our balance sheet positions us to take
advantage of growth opportunities as the economy recovers.

Our digital platform and our operating model, combined with our decades of
experience, proprietary data, and advanced analytics, enable us to expand our
customer base through various channels and products. With these tools, we are
able to underwrite and manage our portfolio in a precise and effective manner,
thus better serving our customers to meet their preferences, as well as
optimizing returns.

Our experienced management team continues to remain focused on our strategic
priorities of maintaining a solid balance sheet that enables business
continuity, providing a flexible liquidity runway and capital coverage through
the changing economic conditions, upholding a conservative and disciplined
underwriting model, and building strong relationships with our customers. As a
result, we will support and serve our customers, invest in our business, and
drive growth while creating value for our shareholders and effectively
navigating the evolving economic, social, political, and regulatory environments
in which we operate.
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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 2 of the Notes to the Consolidated Financial Statements
included in this report for the reconciliation of results of OMFC to OMH.

COVID-19 PANDEMIC IMPACTS ON RESULTS



The adverse effects caused by the COVID-19 pandemic, along with mitigation
efforts from government stimulus measures, and our own operational response has
impacted our business, results of operations, and liquidity and capital
resources. The following is a summary of the most significant impacts:
•Net finance receivables were $18.1 billion as of December 31, 2020 compared to
$18.4 billion as of December 31, 2019. Initial operational disruptions, combined
with actions taken by management to tighten underwriting standards, which
reduced originations to higher risk applicants, and a reduction in the demand
for personal loans, resulted in an overall decline in net finance receivables.
Originations began to be impacted in the last two weeks of March 2020, with our
lowest production levels occurring in April. Originations increased in May and
continued to increase through the end of the fourth quarter, driven by
adjustments to our underwriting, enhancements to our digital origination
capabilities, increased proactive outreach to our customers, and improved
customer demand and unemployment trends. Originations in 2020 remained below
2019 levels.
•The government stimulus measures, our borrower assistance programs, and our
collection efforts contributed to strong customer payment trends, which resulted
in a decrease in our 30-89 and 90+ day delinquency ratios to 2.3% and 1.7%,
respectively, as of December 31, 2020 when compared to 2.5% and 2.1%,
respectively, as of December 31, 2019.
•Under our borrower assistance programs, we waived late fees for payments due
March 15, 2020 through April 30, 2020, suspended credit bureau reporting for
newly delinquent accounts in March and April of 2020, and offered reduced and
deferred payment options to our customers. Borrower assistance enrollment peaked
in April at 8.0% of loans in the portfolio, and returned to a more historical
normal average of 2.3% during the fourth quarter of 2020.
•Our loan loss reserve methodology includes forecasted economic trends and
unemployment levels, which significantly increased our provision for finance
receivable losses as a result of the impacts of COVID-19 during the year ended
December 31, 2020 compared to the same period from prior year. The rise in
unemployment claims around the country also resulted in an increase in
involuntary unemployment insurance claims expense during the year ended December
31, 2020. For further information regarding the impact of COVID-19 on net income
for the periods, see "Results of Operations - OMH's Consolidated Results" under
Management's Discussion and Analysis of Financial Condition and Results of
Operations in this report.
•In March 2020, out of an abundance of caution, we elected to draw on our
revolving conduit facilities to preserve financial flexibility during the
capital market disruption resulting from the COVID-19 pandemic. During the
second quarter of 2020, we subsequently repaid all of our revolving conduit
facilities. During the year ended December 31, 2020, we also issued debt
securities in both the unsecured and ABS markets. As of December 31, 2020, we
had $2.3 billion of cash and cash equivalents, $9.2 billion of unencumbered
gross finance receivables, and $7.2 billion in potential borrowing capacity from
our 13 revolving conduit facilities.
•During the year, the Company incurred direct costs associated with COVID-19
relating to (i) information technology costs to transition employees to work
remotely, (ii) branch, central operations, and corporate locations sanitization
services and supplies, (iii) installation of protective barriers and other
appropriate safety measures, and (iv) other costs and fees directly related to
COVID-19. The Company also incurred restructuring costs associated with a
reduction in workforce. For further information regarding direct costs
associated with COVID-19 and restructuring charges, see "Results of Operations -
Non-GAAP Financial Measures" under Management's Discussion and Analysis of
Financial Condition and Results of Operations in this report.
•We did not have any impairments with respect to goodwill, intangible assets,
long-lived assets, and right of use assets during the year ended December 31,
2020. We currently do not anticipate any impairments as it relates to these
assets at this time, but we will continue to monitor and test as appropriate.

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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.

(dollars in millions, except per share amounts)



At or for the Years Ended December 31,                                          2020                 2019                 2018

Interest income                                                            $     4,368          $     4,127          $     3,658
Interest expense                                                                 1,027                  970                  875
Provision for finance receivable losses                                          1,319                1,129                1,048
Net interest income after provision for finance
receivable losses                                                                2,022                2,028                1,735

Other revenues                                                                     526                  622                  574
Other expenses                                                                   1,571                1,552                1,685
Income before income taxes                                                         977                1,098                  624
Income taxes                                                                       247                  243                  177
Net income                                                                 $       730          $       855          $       447

Share Data:

Earnings per share:

Diluted                                                                    $      5.41          $      6.27          $      3.29

Selected Financial Statistics *
Finance receivables held for investment:
Net finance receivables                                                    

$ 18,084 $ 18,389 $ 16,164 Number of accounts

                                                           2,304,951            2,435,172            2,373,330

Average net receivables                                                    $    17,997          $    17,055          $    15,471
Yield                                                                            24.24  %             24.13  %             23.56  %
Gross charge-off ratio                                                            6.46  %              6.79  %              7.13  %
Recovery ratio                                                                   (0.92) %             (0.74) %             (0.73) %
Net charge-off ratio                                                              5.54  %              6.05  %              6.40  %
30-89 Delinquency ratio                                                           2.28  %              2.46  %              2.42  %
Origination volume                                                        

$ 10,729 $ 13,803 $ 11,923 Number of accounts originated

                                                1,099,767            1,481,166            1,436,029
Debt balances:
Long-term debt balance                                                     

$ 17,800 $ 17,212 $ 15,178 Average daily debt balance

                                                      18,080               16,336               15,444


* 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 2020 and 2019

Interest income increased $241 million or 5.8% in 2020 when compared to 2019
primarily due to growth in our average net finance receivables of $942 million
along with higher yields driven by the impacts of lower delinquencies.

Interest expense increased $57 million or 5.9% in 2020 when compared to 2019
primarily due to an increase in average outstanding debt of $1.7 billion, offset
by a lower average cost of funds.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions, and our revolving conduit facilities.



Provision for finance receivable losses increased $190 million or 16.8% in 2020
when compared to 2019 primarily due to higher expected credit losses in our
allowance as a result of the current year adoption of the accounting standard
Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial
Instruments, issued in June of 2016 ("ASU 2016-13"), which were primarily driven
by our forecast of elevated unemployment as a result of COVID-19.

Other revenues decreased $96 million or 15.4% in 2020 when compared to 2019
primarily due to a $34 million decrease from lower insurance products and
membership plans sold as a result of reduced loan origination volume, a $28
million decrease in investment revenue and interest income primarily driven by
lower interest rates on cash, restricted cash, and invested assets, and other
decreases from the prior period due to lower servicing fee income, and the gain
on sale of a cost method investment in 2019.

Other expenses increased $19 million or 1.2% in 2020 when compared to 2019
primarily due to an increase in insurance policy benefits and claims expense
primarily due to the impact of COVID-19 on our involuntary unemployment
insurance products. The increase was partially offset by a decrease in general
operating expenses, reflecting our efforts to tightly manage costs as well as
variable expenses associated with lower loan origination volume.

Income taxes totaled $247 million for 2020 compared to $243 million for 2019.
The effective tax rate for 2020 was 25.3% compared to 22.2% for 2019. The
effective tax rate for 2020 differed from the federal statutory rate of 21%
primarily due to the effect of state income taxes and discrete tax expense
during 2020. The effective tax rate for 2019 differed from the federal statutory
rate of 21% primarily due to the effect of state income taxes, offset by the
release of the valuation allowance against certain state deferred taxes.

See Note 14 of the Notes to the Consolidated Financial Statements included in this report for further information on effective tax rates.

Comparison of Consolidated Results for 2019 and 2018



For a comparison of OMH's results of operation for the years ended 2019 and
2018, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Consolidated Results" in Part II Item 7 of OMH's Annual
Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on
February 14, 2020.
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NON-GAAP FINANCIAL MEASURES

Management uses adjusted pretax income (loss), a non-GAAP financial measure, as
a key performance measure of our segment. Adjusted pretax income (loss)
represents income (loss) before income taxes on a Segment Accounting Basis and
excludes direct costs associated with COVID-19, acquisition-related transaction
and integration expenses, net loss resulting from repurchases and repayments of
debt, net gain on sale of cost method investment, restructuring charges,
additional net gain on sale of SpringCastle interests, lower of cost or fair
value adjustment on loans held for sale, non-cash incentive compensation expense
related to the Fortress Transaction, and net loss on sale of real estate loans.
Management believes adjusted pretax income (loss) is useful in assessing the
profitability of our segment.

Management also uses pretax capital generation, a non-GAAP financial measure, as
a key performance measure of our segment. This measure represents adjusted
pretax income as discussed above and excludes the change in our allowance for
finance receivable losses in the period while still considering the net
charge-offs incurred during the period. Management believes that 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 adjusted pretax net income (loss) and 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. Adjusted pretax income (loss) and 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.

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OMH's reconciliations of income (loss) before income tax expense (benefit) on a
Segment Accounting Basis to adjusted pretax income (loss) (non-GAAP) by segment
and Consumer and Insurance pretax capital generation (non-GAAP) were as follows:

(dollars in millions)

Years Ended December 31,                                                    2020         2019         2018

Consumer and Insurance
Income before income taxes - Segment Accounting Basis                     $ 1,021      $ 1,168      $   787
Adjustments:
  Direct costs associated with COVID-19                                        17            -            -
Acquisition-related transaction and integration expenses                       11           14           47
  Net loss on repurchases and repayments of debt                               36           30           63
Net gain on sale of cost method investment                                      -          (11)           -
Restructuring charges                                                           7            5            8
Adjusted pretax income (non-GAAP)                                         $ 

1,092 $ 1,206 $ 905



Provision for finance receivable losses                                   $ 1,313      $ 1,105      $ 1,047
Net charge-offs                                                              (998)      (1,028)        (998)
Pretax capital generation (non-GAAP)                                      $ 

1,407 $ 1,283 $ 954

Other


Loss before income taxes - Segment Accounting Basis                       $    (9)     $    (3)     $  (131)
Adjustments:
 Additional net gain on sale of SpringCastle interests                         (4)          (7)           -
Lower of cost or fair value adjustment (a)                                      7            -            -
Non-cash incentive compensation expense                                         -            -          106
Net loss on sale of real estate loans (b)                                       -            1            6

Adjusted pretax loss (non-GAAP)                                           $ 

(6) $ (9) $ (19)




(a) The carrying value of our remaining real estate loans classified in finance
receivables held for sale exceeded their fair value, and accordingly, we have
marked the loans to fair value and recorded an impairment in other revenue
during the year ended December 31, 2020.

(b) In 2019 and 2018, the resulting impairments on finance receivables held for
sale that remained after the February 2019 and the December 2018 Real Estate
Loan Sales were combined with the respective gains on sales.
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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 2 of the Notes to the Consolidated Financial Statements included
in this report for the reconciliation of results of OMFC to OMH.

See Note 18 of the Notes to the Consolidated Financial Statements included in
this report for a description of our segment and methodologies used to allocate
revenues and expenses to our C&I segment and Other.

CONSUMER AND INSURANCE

OMH's adjusted pretax income and selected financial statistics for C&I on an adjusted Segment Accounting Basis were as follows:

(dollars in millions)



At or for the Years Ended December 31,                                          2020                 2019                 2018

Interest income                                                            $     4,353          $     4,114          $     3,677
Interest expense                                                                 1,007                  947                  844
Provision for finance receivable losses                                          1,313                1,105                1,047
Net interest income after provision for finance
receivable losses                                                                2,033                2,062                1,786
Other revenues                                                                     551                  619                  558
Other expenses                                                                   1,492                1,475                1,439
Adjusted pretax income (non-GAAP)                                          

$ 1,092 $ 1,206 $ 905



Selected Financial Statistics *
Finance receivables held for investment:
Net finance receivables                                                    

$ 18,091 $ 18,421 $ 16,195 Number of accounts

                                                           2,304,951            2,435,172            2,373,330

Average net receivables                                                    $    18,009          $    17,089          $    15,401
Yield                                                                            24.17  %             24.07  %             23.88  %
Gross charge-off ratio                                                            6.46  %              6.86  %              7.32  %
Recovery ratio                                                                   (0.92) %             (0.84) %             (0.84) %
Net charge-off ratio                                                              5.54  %              6.02  %              6.48  %
30-89 Delinquency ratio                                                           2.28  %              2.47  %              2.43  %
Origination volume                                                        

$ 10,729 $ 13,803 $ 11,923 Number of accounts originated

                                                1,099,767            1,481,166            1,436,029


* 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 2020 and 2019

Interest income increased $239 million or 5.8% in 2020 when compared to 2019
primarily due to growth in our average net finance receivables of $920 million
along with higher yields driven by the impacts of lower delinquencies.

Interest expense increased $60 million or 6.3% in 2020 when compared to 2019
primarily due to an increase in average outstanding debt of $1.7 billion, offset
by a lower average cost of funds.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions, and our revolving conduit facilities.



Provision for finance receivable losses increased $208 million or 18.8% in 2020
when compared to 2019 primarily due to higher expected credit losses in our
allowance as a result of the current year adoption of ASU 2016-13, which were
primarily driven by our forecast of elevated unemployment as a result of
COVID-19.

Other revenues decreased $68 million or 11.0% in 2020 when compared to 2019
primarily due to a $34 million decrease from lower insurance products and
membership plans sold as a result of reduced loan origination volume and a $29
million decrease in investment revenue and interest income primarily driven by
lower interest rates on cash, restricted cash, and invested assets in the
current period.

Other expenses increased $17 million or 1.2% in 2020 when compared to 2019
primarily due to an increase in insurance policy benefits and claims expense
primarily due to the impact of COVID-19 on our involuntary unemployment
insurance products. The increase was partially offset by a decrease in general
operating expenses, reflecting our efforts to tightly manage costs as well as
variable expenses associated with lower loan origination volume.

Comparison of Adjusted Pretax Income for 2019 and 2018



For a comparison of OMH's adjusted pretax income for C&I for the years ended
2019 and 2018, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations-Consolidated Results" in Part II Item 7 of OMH's
Annual Report on Form 10-K for the year ended December 31, 2019 filed with the
SEC on February 14, 2020.
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OTHER

"Other" consists of our liquidating SpringCastle Portfolio servicing activity and our non-originating legacy operations, which primarily include our liquidating real estate loans.

OMH's adjusted pretax loss of the Other components on an adjusted Segment Accounting Basis was as follows:



(dollars in millions)

Years Ended December 31,                                                             2020      2019      2018

Interest income                                                                     $  6      $  9      $  17
Interest expense                                                                       4         5         17
Provision for finance receivable losses                                                -         -         (5)

Net interest income after provision for finance receivable losses


           2         4          5
Other revenues                                                                        16        26         33
Other expenses                                                                        24        39         57
Adjusted pretax loss (non-GAAP)                                             

$ (6) $ (9) $ (19)

Net finance receivables of the Other components, reported in "Other assets," on a Segment Accounting Basis were as follows:

(dollars in millions)



December 31,                                  2020      2019      2018

Net finance receivables held for sale:
Other receivables                            $ 49      $ 66      $ 103




                                Credit Quality



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 2 of the Notes to the Consolidated Financial Statements included
in this report for the reconciliation of results of OMFC to OMH.

FINANCE RECEIVABLES



Our net finance receivables, consisting of personal loans, were $18.1 billion at
December 31, 2020 and $18.4 billion at December 31, 2019. Our personal loans are
non-revolving, with a fixed-rate, fixed terms generally between three and six
years, and are secured by automobiles, other titled collateral, or are
unsecured. 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 team members work with customers as necessary and
offer a variety of borrower assistance programs to help customers continue to
make payments. See "Results of Operations" under Management's Discussion and
Analysis of Financial Condition and Results of Operations in this report for
further details on our borrower assistance programs.

DELINQUENCY



We monitor delinquency trends to evaluate the risk of future credit losses and
employ advanced analytical tools to manage our exposure. Team members are
actively engaged in collection activities throughout the early stages of
delinquency. We closely track and report the percentage of receivables that are
contractually 30-89 days past due as a benchmark of portfolio quality,
collections effectiveness, and as a strong indicator of losses in coming
quarters. See "Results of Operations" under Management's Discussion and Analysis
of Financial Condition and Results of Operations in this report for further
details on the COVID-19 impact on delinquency.

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When finance receivables are contractually 60 days past due, we consider these
accounts to be at an increased risk for loss and we transfer collection of these
accounts to our centralized operations. Use of our centralized operations teams
for managing late stage delinquency allows us to apply more advanced collection
technologies and tools, and drives operating efficiencies in servicing. At 90
days contractually past due, we consider our finance receivables to be
nonperforming.

The delinquency information for net finance receivables is as follows:


                                               Consumer               

Segment to


                                                  and                    GAAP              GAAP
       (dollars in millions)                   Insurance            

Adjustment (a) Basis

December 31, 2020
       Current                                $ 17,362             $            (7)     $ 17,355
       30-59 days past due                         251                           -           251
       Delinquent (60-89 days past due)            162                           -           162
       Performing                               17,775                          (7)       17,768

       Nonperforming (90+ days past due)           316                           -           316
       Total net finance receivables          $ 18,091             $            (7)     $ 18,084

       Delinquency ratio
       30-89 days past due                        2.28  %                        (b)        2.28  %
       30+ days past due                          4.03  %                        (b)        4.03  %
       60+ days past due                          2.64  %                        (b)        2.64  %
       90+ days past due                          1.75  %                        (b)        1.75  %

       December 31, 2019
       Current                                $ 17,578             $           (28)     $ 17,550
       30-59 days past due                         273                          (1)          272
       Delinquent (60-89 days past due)            182                          (1)          181
       Performing                               18,033                         (30)       18,003

       Nonperforming (90+ days past due)           388                          (2)          386
       Total net finance receivables          $ 18,421             $           (32)     $ 18,389

       Delinquency ratio
       30-89 days past due                        2.47  %                        (b)        2.46  %
       30+ days past due                          4.58  %                        (b)        4.56  %
       60+ days past due                          3.09  %                        (b)        3.08  %
       90+ days past due                          2.11  %                        (b)        2.10  %


(a) As a result of the adoption of ASU 2016-13, we converted all purchased
credit impaired finance receivables to purchased credit deteriorated finance
receivables in accordance with ASC Topic 326, which resulted in the gross-up of
net finance receivables and allowance for finance receivable losses of
$15 million on January 1, 2020. See Notes 4, 5, and 6 of the Notes to the
Consolidated Financial Statements for additional information on the adoption of
ASU 2016-13 included in this report.

(b) Not applicable


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ALLOWANCE FOR FINANCE RECEIVABLE LOSSES

We estimate and record an allowance for finance receivable losses to cover the
estimated lifetime expected credit losses on our finance receivables, pursuant
to the adoption of ASU 2016-13 on January 1, 2020. Prior to the adoption of ASU
2016-13, we estimated and recorded an allowance for finance receivable losses to
cover estimated incurred losses on our finance receivables. Our allowance for
finance receivable losses may fluctuate based upon changes in portfolio growth,
credit quality, and economic conditions. See Note 3 of the Notes to the
Consolidated Financial Statements included in this report for further
information on our policy for allowance for finance receivable losses.

Our current methodology to estimate expected credit losses used the most recent
macroeconomic forecasts, which incorporated the projected impacts of COVID-19 on
the U.S. economy. We also considered known government stimulus measures, the
involuntary unemployment insurance coverage of our portfolio, and our borrower
assistance efforts. Our forecast leveraged economic projections from an industry
leading forecast provider. At December 31, 2020, our economic forecast used a
reasonable and supportable period of 12 months. The increase in our allowance
for finance receivable losses for the year ended December 31, 2020 was largely
due to the adoption of ASU 2016-13 along with the economic considerations
relating to COVID-19. In the near-term, 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. For further information regarding the impact of
COVID-19 on our allowance for finance receivable losses see "Recent Development
and Outlook" and "Results of Operations" under Management's Discussion and
Analysis of Financial Condition and Results of Operations in this report.


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Changes in the allowance for finance receivable losses were as follows:


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

Year Ended December 31, 2020
Balance at beginning of period               $    849       $   -      $      (20)     $       829
Impact of adoption of ASU 2016-13 (a)           1,119           -              (1)           1,118
Provision for finance receivable losses         1,313           -               6            1,319
Charge-offs                                    (1,163)          -               1           (1,162)
Recoveries                                        165           -               -              165
Balance at end of period                     $  2,283       $   -      $      (14)     $     2,269

Allowance ratio                                 12.62  %        (b)             (b)          12.55  %

Year Ended December 31, 2019
Balance at beginning of period               $    773       $   -      $      (42)     $       731
Provision for finance receivable losses         1,105           -              24            1,129
Charge-offs                                    (1,172)          -              15           (1,157)
Recoveries                                        143           -             (17)             126
Balance at end of period                     $    849       $   -      $      (20)     $       829

Allowance ratio                                  4.61  %        (b)             (b)           4.51  %

Year Ended December 31, 2018
Balance at beginning of period               $    724       $  35      $      (62)     $       697
Provision for finance receivable losses         1,047          (5)              6            1,048
Charge-offs                                    (1,127)         (3)             26           (1,104)
Recoveries                                        129           3             (19)             113
Other (c)                                           -         (30)              7              (23)
Balance at end of period                     $    773       $   -      $      (42)     $       731

Allowance ratio                                  4.77  %        (b)             (b)           4.52  %


(a) As a result of the adoption of ASU 2016-13, we recorded a one-time
adjustment to the allowance for finance receivable losses. Additionally, we
converted all purchased credit impaired finance receivables to purchased credit
deteriorated finance receivables in accordance with ASC Topic 326, which
resulted in the gross-up of net finance receivables and allowance for finance
receivable losses of $15 million on January 1, 2020. See Notes 4, 5, and 6 of
the Notes to the Consolidated Financial Statements for additional information on
the adoption of ASU 2016-13 included in this report.

(b) Not applicable.



(c) Other consists primarily of the reclassification of allowance for finance
receivable losses due to the transfer of the real estate loans in other
receivables from held for investment to finance receivables held for sale on
September 30, 2018.

The current delinquency status of our finance receivable portfolio, inclusive of
recent borrower performance, volume of our TDR activity, level and
recoverability of collateral securing our finance receivable portfolio, and the
reasonable and supportable forecast of economic conditions (after the adoption
of ASU 2016-13) are the primary drivers that can cause fluctuations in our
allowance for finance receivable losses from period to period. We monitor the
allowance ratio to ensure we have a sufficient level of allowance for finance
receivable losses 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 from prior periods due to the
adoption of ASU 2016-13 and the impacts of the current economic environment.

See Note 6 of the Notes to the Consolidated Financial Statements included in
this report for more information about the changes in the allowance for finance
receivable losses.
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TDR FINANCE RECEIVABLES



We make modifications to our finance receivables to assist borrowers
experiencing financial difficulties. When we modify a loan's contractual terms
for economic or other reasons related to the borrower's financial difficulties
and grant a concession that we would not otherwise consider, we classify that
loan as a TDR finance receivable.

Information regarding TDR net finance receivables is as follows:


                                                          Consumer             Segment to
                                                            and                   GAAP         GAAP
     (dollars in millions)                               Insurance             Adjustment      Basis

     December 31, 2020
     TDR net finance receivables                        $      728            $      (37)     $ 691
     Allowance for TDR finance receivable losses               332                   (18)       314

     December 31, 2019
     TDR net finance receivables                        $      721            $      (63)     $ 658
     Allowance for TDR finance receivable losses               292                   (20)       272


DISTRIBUTION OF FINANCE RECEIVABLES BY FICO SCORE



There are many different categorizations used in the consumer lending industry
to describe the creditworthiness of a borrower, including prime, near prime, and
sub-prime. While management does not utilize FICO scores to manage credit
quality, we have presented the following on how we group FICO scores into said
categories for comparability purposes across our industry:

•Prime: FICO score of 660 or higher
•Near prime: FICO score of 620-659
•Sub-prime: FICO score of 619 or below

Our customers' demographics are in many respects near the national median but
may vary from national norms in terms of credit and repayment histories. Many of
our customers have experienced some level of prior financial difficulty or have
limited credit experience and require higher levels of servicing and support
from our branch network and central servicing operations.

The following table reflects our personal loans grouped into the categories described above based on borrower FICO credit scores as of the most recently refreshed date or as of the loan origination or purchase date:


                     (dollars in millions)
                     December 31,                 2020*          2019

                     FICO scores
                     660 or higher              $  4,653      $  3,951
                     620-659                       4,877         4,683
                     619 or below                  8,554         9,755
                     Total                      $ 18,084      $ 18,389


* Due to the impact of COVID-19, FICO scores as of December 31, 2020 may have
been impacted due to government stimulus measures, borrower assistance programs,
and potentially inconsistent reporting to credit bureaus.
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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 equity. We may also utilize
other sources in the future. As a holding company, all of the funds generated
from our operations are earned by our operating subsidiaries. Our operating
subsidiaries' primary cash needs relate to funding our lending activities, our
debt service obligations, our operating expenses, payment of insurance claims,
and expenditures relating to upgrading and monitoring our technology platform,
risk systems, and branch locations.

We have previously purchased portions of our unsecured indebtedness, and we may
elect to purchase additional portions of our unsecured indebtedness or
securitized borrowings in the future. Future purchases may be made through the
open market, privately negotiated transactions with third parties, or pursuant
to one or more tender or exchange offers, all of which are subject to terms,
prices, and consideration we may determine at our discretion.

During 2020, OMH generated net income of $730 million. OMH net cash inflow from
operating and investing activities totaled $1.5 billion for the year ended
December 31, 2020. At December 31, 2020, our scheduled principal and interest
payments for 2021 on our existing debt (excluding securitizations) totaled $1.2
billion. As of December 31, 2020, we had $9.2 billion of unencumbered gross
finance receivables and $107 million of unencumbered real estate loans. These
real estate loans are classified as held for sale and reported in "Other
assets."

Based on our estimates and taking into account the risks and uncertainties of
our plans, we believe that we will have adequate liquidity to finance and
operate our businesses and repay our obligations as they become due for at least
the next 24 months.

OMFC's Issuance and Redemption of Unsecured Debt



For information regarding the issuance and redemption of OMFC's unsecured debt,
see Note 9 of the Notes to the Consolidated Financial Statements included in
this report.

Securitizations and Borrowings from Revolving Conduit Facilities



During the year ended December 31, 2020, we completed two personal loan
securitizations (OMFIT 2020-1 and OMFIT 2020-2, see "Securitized Borrowings"
below), and redeemed three personal loan securitizations (SLFT 2016-A, OMFIT
2016-1 and ODART 2017-2). At December 31, 2020, we had $8.7 billion of gross
finance receivables pledged as collateral for our securitization transactions.

At December 31, 2020, the borrowing capacity of our revolving conduit facilities
was $7.2 billion and no amounts were drawn nor were any personal loans pledged
as collateral under these facilities.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements included in this report for further information on our long-term debt and revolving conduit facilities.


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Shares Repurchased and Retired

During the first quarter of 2020, OMH repurchased and retired 2,031,698 shares
of its common stock at an average price per share of $22.30, for an aggregate
total of approximately $45 million, including commissions and fees. To provide
funding for the OMH stock repurchase and retirement program, the OMFC Board of
Directors authorized multiple dividend payments in the aggregate amount of
$45 million. On March 20, 2020, OMH temporarily suspended its stock repurchase
program. OMH retains the right to reinstate the stock repurchase program as
circumstances change. For additional information regarding the shares
repurchased see Note 12 of the Notes to the Consolidated Financial Statements
included in this report.

Cash Dividends to OMH's Common Stockholders



Dividend declarations by OMH's board of directors for the year ended December
31, 2020 were as follows:
     Declaration Date                  Record Date                   Payment Date                 Dividend Per Share                 Amount Paid
                                                                                                                                         (in millions)
February 10, 2020                February 26, 2020              March 13, 2020                $             2.83        *       $               386
April 27, 2020                   May 29, 2020                   June 12, 2020                               0.33                                 44
July 27, 2020                    August 10, 2020                August 18, 2020                             2.33        *                       313
October 26, 2020                 November 9, 2020               November 17, 2020                           0.45                                 60
Total                                                                                         $             5.94                $               803

* Our February 10, 2020 and July 27, 2020 dividend declarations of $2.83 and $2.33, respectively, each included a quarterly dividend of $0.33 per share.

To provide the primary funding for the dividends, OMFC paid dividends of $799 million to OMH for the year ended December 31, 2020.



On February 8, 2021, OMH declared a dividend of $3.95 per share payable on
February 25, 2021 to record holders of OMH's common stock as of the close of
business on February 18, 2021. To provide funding for the OMH dividend, the OMFC
Board of Directors authorized a dividend in the amount of up to $531 million
payable on or after February 23, 2021.

While OMH intends to pay its minimum quarterly dividend, currently $0.45 per
share, for the foreseeable future, and announced its intention to evaluate
dividends above the minimum every first and third quarters, all subsequent
dividends will be reviewed and declared at the discretion of the board of
directors and will depend on many factors, including our financial condition,
earnings, cash flows, capital requirements, level of indebtedness, statutory and
contractual restrictions applicable to the payment of dividends, and other
considerations that the board of directors deems relevant. OMH's dividend
payments may change from time to time, and the board of directors may choose not
to continue to declare dividends in the future. See our "  Dividend Policy  " in
Part II - Item 5 of this report for further information.

Whole Loan Sale Transaction



In December 2020, we entered into a whole loan sale transaction with a
third-party buyer pursuant to a committed forward flow sale agreement under
which we agree to sell $15 million in gross finance receivables each month,
consisting of newly originated unsecured personal loans during the two-year
commitment period. The third-party buyer has an option within the first 90 days
from the closing date of the agreement to increase the monthly commitment to $25
million in gross finance receivables. The unsecured personal loans are sold to
an unconsolidated VIE and derecognized from our balance sheet at the time of
sale. We will continue to service the personal loans sold and will be entitled a
servicing fee and other fees commensurate with the services performed as part of
the agreement. Our first sale was executed on January 8, 2021 and the option to
increase the monthly commitment to $25 million in gross finance receivables has
not been exercised to date.

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LIQUIDITY

OMH's Operating Activities

Net cash provided by operations of $2.2 billion for 2020 reflected net income of
$730 million, the impact of non-cash items, and an unfavorable change in working
capital of $118 million. Net cash provided by operations of $2.4 billion for
2019 reflected net income of $855 million, the impact of non-cash items, and a
favorable change in working capital of $67 million. Net cash provided by
operations of $2.0 billion for 2018 reflected net income of $447 million, the
impact of non-cash items, and a favorable change in working capital of $86
million.

OMH's Investing Activities



Net cash used for investing activities of $751 million, $3.4 billion, and $2.4
billion for 2020, 2019, and 2018, respectively, was primarily due to net
principal originations of finance receivables held for investment and held for
sale and purchases of available-for-sale and other securities, partially offset
by calls, sales, and maturities of available-for-sale and other securities.

OMH's Financing Activities



Net cash used for financing activities of $370 million for 2020 was primarily
due to debt repayments, cash dividends paid, and the cash paid on the common
stock repurchased, offset by the issuances of long-term debt. Net cash provided
by financing activities of $1.5 billion for 2019 was primarily due to net
issuances of long-term debt offset primarily by the cash dividends paid in 2019.
Net cash provided by financing activities of $44 million for 2018 was primarily
due to net issuances of long-term debt.

OMH's Cash and Investments



At December 31, 2020, we had $2.3 billion of cash and cash equivalents, which
included $211 million of cash and cash equivalents held at our regulated
insurance subsidiaries or for other operating activities that is unavailable for
general corporate purposes.

At December 31, 2020, we had $1.9 billion of investment securities, which are
all held as part of our insurance operations and are unavailable for general
corporate purposes.

Liquidity Risks and Strategies

OMFC's credit ratings are non-investment grade, which has a significant impact on our cost and access to capital. This, in turn, can negatively affect our ability to manage our liquidity and our ability or cost to refinance our indebtedness.



There are numerous risks to our financial results, liquidity, capital raising,
and debt refinancing plans, some of which may not be quantified in our current
liquidity forecasts. These risks include, but are not limited to, the following:

•our inability to grow or maintain our personal loan portfolio with adequate
profitability;
•the effect of federal, state and local laws, regulations, or regulatory
policies and practices;
•effects of ratings downgrades on our secured or unsecured debt
•potential liability relating to real estate and personal loans which we have
sold or may sell in the future, or relating to securitized loans; and
•the potential for disruptions in the debt and equity markets.

The principal factors that could decrease our liquidity are customer
delinquencies and defaults, a decline in customer prepayments, and a prolonged
inability to adequately access capital market funding. We intend to support our
liquidity position by utilizing some or all of the following strategies:

•maintaining disciplined underwriting standards and pricing for loans we
originate or purchase and managing purchases of finance receivables;
•pursuing additional debt financings (including new securitizations and new
unsecured debt issuances, debt refinancing transactions and revolving conduit
facilities), or a combination of the foregoing;
•purchasing portions of our outstanding indebtedness through open market or
privately negotiated transactions with third parties or pursuant to one or more
tender or exchange offers or otherwise, upon such terms and at such prices, as
well as with such consideration, as we may determine; and
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•obtaining new and extending existing secured revolving facilities to provide
committed liquidity in case of prolonged market fluctuations.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

OUR INSURANCE SUBSIDIARIES



Our insurance subsidiaries are subject to state regulations that limit their
ability to pay dividends. See Note 11 of the Notes to the Consolidated Financial
Statements included in this report for further information on these state
restrictions and the dividends paid by our insurance subsidiaries from 2018
through 2020.

OUR DEBT AGREEMENTS



The debt agreements to which OMFC and its subsidiaries are a party include
customary terms and conditions, including covenants and representations and
warranties. See Note 9 of the Notes to the Consolidated Financial Statements
included in this report for further information on the restrictive covenants
under OMFC's debt agreements, as well as the guarantees of OMFC's long-term
debt.

Securitized Borrowings
We execute private securitizations under Rule 144A of the Securities Act of
1933. As of December 31, 2020, our structured financings consisted of the
following:
                                                                                                                 Current
                                                                Initial                  Current                Collateral              Current               Original
                                         Issue Amount          Collateral             Note Amounts               Balance            Weighted Average         Revolving
(dollars in millions)                        (a)                Balance              Outstanding (a)               (b)               Interest Rate             Period

SLFT 2015-B                              $     314          $         336          $            166          $         190                   4.04  %              5 years
SLFT 2017-A                                    652                    685                       428                    484                   3.12  %              3 years
OMFIT 2015-3                                   293                    329                       225                    240                   4.39  %              5 years
OMFIT 2016-3                                   350                    397                       317                    415                   4.33  %              5 years
OMFIT 2017-1                                   947                    988                       334                    397                   3.08  %              2 years
OMFIT 2018-1                                   632                    650                       600                    683                   3.60  %              3 years
OMFIT 2018-2                                   368                    381                       350                    400                   3.87  %              5 years
OMFIT 2019-1                                   632                    654                       600                    687                   3.79  %              2 years
OMFIT 2019-2                                   900                    947                       900                    995                   3.30  %              7 years
OMFIT 2019-A                                   789                    892                       750                    892                   3.78  %              7 years
OMFIT 2020-1 (c)                               821                    958                       821                    958                   4.12  %              2 years
OMFIT 2020-2 (d)                             1,000                  1,053                     1,000                  1,053                   2.03  %              5 years
ODART 2018-1                                   947                    964                       630                    674                   3.62  %              2 years
ODART 2019-1                                   737                    750                       700                    750                   3.79  %              5 years
Total securitizations                    $   9,382          $       9,984          $          7,821          $       8,818


(a) Issue Amount includes the retained interest amounts as applicable and the
Current Note Amounts Outstanding balances reflect pay-downs subsequent to note
issuance and exclude retained interest amounts.
(b) Inclusive of in-process replenishments of collateral for securitized
borrowings in a revolving status as of December 31, 2020.
(c) On May 1, 2020, we issued $821 million of notes backed by personal loans.
The notes mature in May of 2032. We initially retained $71 million of the Class
C notes and subsequently sold the Class C notes on May 29, 2020.
(d) On August 21, 2020, we issued $1.0 billion of notes backed by personal
loans. The notes mature in September of 2035.
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Revolving Conduit Facilities
In addition to the structured financings, we have access to 13 revolving conduit
facilities with a total borrowing capacity of $7.2 billion as of December 31,
2020:
                                                                                Amount
      (dollars in millions)                       Advance Maximum Balance       Drawn

      Rocky River Funding, LLC                   $                    400  

$ -

OneMain Financial Funding IX, LLC                               850  

-

Mystic River Funding, LLC                                       850  

-

OneMain Financial Funding VIII, LLC                             500  

-

Thayer Brook Funding, LLC                                       500  

-

Hubbard River Funding, LLC                                      250  

-

Seine River Funding, LLC                                        650  

-

New River Funding Trust *                                       250  

-

Hudson River Funding, LLC                                       500  

-

Columbia River Funding, LLC                                     500  

-

St. Lawrence River Funding, LLC                                 250  

-

OneMain Financial Funding VII, LLC                              850  

-

OneMain Financial Auto Funding I, LLC                           850  

        -
      Total                                      $                  7,200      $    -

* On September 30, 2020, we terminated the conduit facility with New River Funding, LLC and simultaneously entered into a new conduit facility with New River Funding Trust.



See Note 9 of the Notes to the Consolidated Financial Statements included in
this report for information on the transaction completed subsequent to December
31, 2020.

Contractual Obligations

At December 31, 2020, our material contractual obligations were as follows:
(dollars in millions)                     2021            2022-2023           2024-2025           2026+            Securitizations                  Total

Principal maturities on
long-term debt:
Securitization debt (a)                $     -          $        -          $        -          $     -          $          7,821                $  7,821
Medium-term notes                          635               2,167               3,135            3,999                         -                   9,936
Junior subordinated debt                     -                   -                   -              350                         -                     350
Total principal maturities                 635               2,167               3,135            4,349                     7,821                  18,107
Interest payments on debt (b)              607               1,088                 745              808                       826                   4,074
Total                                  $ 1,242          $    3,255          $    3,880          $ 5,157          $          8,647                $ 22,181

(a) On-balance sheet securitizations and borrowings under revolving conduit facilities are not included in maturities by period due to their variable monthly payments. At December 31, 2020, there were no amounts drawn under our revolving conduit facilities.

(b) Future interest payments on floating-rate debt are estimated based upon floating rates in effect at December 31, 2020.


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                         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 December 31, 2020 or December 31, 2019.




                   Critical Accounting Policies and Estimates



We consider the following policies to be our most critical accounting policies
because they involve critical accounting estimates and a significant degree of
management judgment:

ALLOWANCE FOR FINANCE RECEIVABLE LOSSES



We estimate the allowance for finance receivable losses primarily on historical
loss experience using a cumulative loss model applied to our finance receivable
portfolios. Our gross credit loss expectation is offset by the estimate of
future recoveries using historical recovery curves. Our finance receivables are
primarily segmented in the loss model by contractual delinquency status. Other
attributes in the model include collateral mix and recent credit score. To
estimate the gross credit losses, the model utilizes a roll rate matrix to
project the first 12 months of losses and historical cohort performance to
project the expected losses over the remaining term. Our methodology relies on
historical loss experience to forecast the corresponding future outcomes. These
patterns are then applied to the current portfolio to obtain an estimate of
future losses. We also consider key economic trends including unemployment rates
and bankruptcy filings. Forecasted macroeconomic conditions extend to our
reasonable and supportable forecast period and revert to a historical average.
No new volume is assumed. Renewals are a significant piece of our new volume and
are considered a terminal event of the previous loan. We have elected not to
measure an allowance on accrued finance charges as it is our policy to reverse
finance charge amounts previously accrued after four contractual payments become
past due.

Management exercises its judgment when determining the amount of allowance for
finance receivable losses. Our judgment is based on quantitative analyses,
qualitative factors, such as recent portfolio, industry, and other economic
trends, and experience in the consumer finance industry. We adjust the amounts
determined by our model for management's estimate of the effects of model
imprecision which include but are not limited to, any changes to underwriting
criteria and portfolio seasoning.

TDR FINANCE RECEIVABLES



When we modify a loan's contractual terms for economic or other reasons related
to the borrower's financial difficulties and grant a concession that we would
not otherwise consider, we classify that loan as a TDR finance receivable. Loan
modifications primarily involve a combination of the following to reduce the
borrower's monthly payment: reduce interest rate, extend the term, defer or
forgive past due interest or forgive principal. Account modifications that are
deemed to be a TDR finance receivable are measured for impairment in accordance
with the authoritative guidance for the accounting for impaired loans.

The allowance for finance receivable losses related to our TDR finance
receivables represents loan-specific reserves based on an analysis of the
present value of expected future cash flows. We establish our allowance for
finance receivable losses related to our TDR finance receivables by calculating
the present value (discounted at the loan's effective interest rate prior to
modification) of all expected cash flows less the recorded investment in the
aggregated pool. We use certain assumptions to estimate the expected cash flows
from our TDR finance receivables. The primary assumptions for our model are
prepayment speeds, default rates, and loss severity rates.


                       Recent Accounting Pronouncements


See Note 4 of the Notes to the Consolidated Financial Statements included in this report for discussion of recently issued accounting pronouncements.


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                                  Seasonality



Our personal loan volume is generally highest during the second and fourth
quarters of the year, primarily due to marketing efforts and seasonality of
demand. Demand for our personal loans is usually lower in January and February
after the holiday season and as a result of tax refunds. Delinquencies on our
personal loans are generally lower in the first and second quarters and tend to
rise throughout the remainder of the year. These seasonal trends contribute to
fluctuations in our operating results and cash needs throughout the year. Our
normal seasonality trends continue to be affected by the COVID-19 pandemic and
mitigating efforts from government stimulus measures, whereby it decreased
demand for personal loans during 2020 and reduced delinquency below historical
experience.

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